Metlife of CT Fund Abd for Variable Annuities, et al. – ‘485BPOS’ on 4/5/06

On:  Wednesday, 4/5/06, at 9:59pm ET   ·   As of:  4/6/06   ·   Effective:  5/1/06   ·   Accession #:  950135-6-2182   ·   File #s:  33-65343, 811-07465

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Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     The Travelers Fund Abd for Variable Annuities        575   2.69M 
10: EX-99.10(A)  Consent of Kpmg LLP                                   1      7K 
11: EX-99.10(B)  Consent of Deloitte & Touche LLP                      1      9K 
 2: EX-99.3(B)  Form of Selling Agreement                             19     66K 
 3: EX-99.4(C)  Company Name Change Endorsement                        1     10K 
 4: EX-99.4(D)  Roth 401 Endorsement                                   1      8K 
 5: EX-99.4(E)  Roth 403(B) Endorsement                                2±    11K 
 6: EX-99.5     Form of Variable Annuity Application                   5     34K 
 7: EX-99.6(C)  Certificate of Amendment of Charter                    3     12K 
 8: EX-99.8(B)  Participation Agreement (Metropolitan Series Fund)    20     67K 
 9: EX-99.8(C)  Participation Agreement (Met Investors Series         19     70K 
                          Trust)                                                 

485BPOS   —   The Travelers Fund Abd for Variable Annuities
Document Table of Contents

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 As filed with the Securities and Exchange Commission on April 6, 2006

                                                       REGISTRATION NO. 33-65343
                                                                       811-07465
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------

FORM N-4

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 POST-EFFECTIVE AMENDMENT NO. 14

 AND

 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 30

 -----------

 THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
(Exact name of Registrant)

 THE TRAVELERS INSURANCE COMPANY
 (Name of Depositor)

----------

 One Cityplace, Hartford, Connecticut 06103-3415
(Address of Depositor's Principal Executive Offices)

 Depositor's Telephone Number, including area code: (860) 308-1000

Marie C. Swift
 Metropolitan Life Insurance Company
 501 Boylston Street
Boston, MA 02116
 (Name and Address of Agent for Service)

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

Approximate Date of Proposed Public Offering:                                   

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

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

[X]   on May 1, 2006 pursuant to paragraph (b) of Rule 485.                     

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

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

If appropriate, check the following box:                                        

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

Title of Securities Being Registered: Individual Variable Annuity Contracts     

================================================================================

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 PORTFOLIO ARCHITECT ANNUITY PROSPECTUS:

 METLIFE OF CT FUND ABD FOR VARIABLE ANNUITIES

METLIFE OF CT FUND ABD II FOR VARIABLE ANNUITIES

This prospectus describes PORTFOLIO ARCHITECT ANNUITY, a flexible premium       
deferred variable annuity contract (the "Contract") issued by MetLife Insurance 
Company of Connecticut or MetLife Life and Annuity Company of Connecticut       
(formerly The Travelers Insurance Company and The Travelers Life and Annuity    
Company, respectively).* MetLife Life and Annuity Company of Connecticut does   
not solicit or issue insurance products in the state of New York. Refer to the  
first page of your Contract for the name of your issuing company. The Contract  
is available in connection with certain retirement plans that qualify for       
special federal income tax treatment ("Qualified Contracts") as well as those   
that do not qualify for such treatment ("Non-qualified Contracts"). We may      
issue it as an individual contract or as a group contract. When we issue a      
group contract, you will receive a certificate summarizing the Contract's       
provisions. For convenience, we refer to contracts and certificates as          
"Contracts."                                                                    

You can choose to have your premium ("Purchase Payments") accumulate on a       
variable and/or, subject to availability, fixed basis in one of our funding     
options. Your Contract Value before the Maturity Date and the amount of monthly 
income afterwards will vary daily to reflect the investment experience of the   
Variable Funding Options you select. You bear the investment risk of investing  
in the Variable Funding Options. The Variable Funding Options are:              

AMERICAN FUNDS INSURANCE SERIES - Class 2                                       
American Funds Global Growth Fund                                         
American Funds Growth Fund                                                
American Funds Growth-Income Fund                                         
DREYFUS VARIABLE INVESTMENT FUND - Initial Shares                               
Dreyfus Variable Investment Fund Appreciation Portfolio                   

Dreyfus Variable Investment Fund Developing Leaders Portfolio             

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST Class 2                    
Templeton Developing Markets Securities Fund                              
Templeton Foreign Securities Fund                                         
JANUS ASPEN SERIES - Service Shares                                             
Global Technology Portfolio                                               

LAZARD RETIREMENT SERIES, INC.                                                  
Lazard Retirement Small Cap Portfolio                                     
LEGG MASON PARTNERS VARIABLE PORTFOLIOS I, INC. - Class I+                      
Legg Mason Partners Variable All Cap Portfolio+                           
Legg Mason Partners Variable Investors Portfolio+                         
Legg Mason Partners Variable Large Cap Growth Portfolio+                  
Legg Mason Partners Variable Small Cap Growth Portfolio+                  

LEGG MASON PARTNERS VARIABLE PORTFOLIOS II+                                     
Legg Mason Partners Variable Aggressive Growth Portfolio - Class I+       

Legg Mason Partners Variable Equity Index Portfolio - Class II+           
Legg Mason Partners Variable Growth and Income Portfolio - Class I+       

LEGG MASON PARTNERS VARIABLE PORTFOLIOS III, INC.+                              
Legg Mason Partners Variable Adjustable Rate Income Portfolio+            
Legg Mason Partners Variable Social Awareness Stock Portfolio+            

MET INVESTORS SERIES TRUST                                                      
Batterymarch Mid-Cap Stock Portfolio - Class A+                           
Federated High Yield Portfolio - Class A+                                 

Harris Oakmark International Portfolio - Class A+                         
Janus Capital Appreciation Portfolio - Class A+                           
Legg Mason Partners Managed Assets Portfolio+                             
Lord Abbett Bond Debenture Portfolio - Class A+                           
Lord Abbett Growth and Income - Class B+                                  
Lord Abbett Mid-Cap Value Portfolio - Class B+                            
Mercury Large-Cap Core Portfolio - Class A+                               
Met/AIM Capital Appreciation Portfolio - Class A+                         
MFS Value Portfolio - Class A+                                            
Neuberger Berman Real Estate Portfolio - Class A+                         
Pioneer Fund Portfolio - Class A+                                         
Pioneer Strategic Income Portfolio - Class A+                             
Third Avenue Small Cap Value Portfolio - Class B+                         
METROPOLITAN SERIES FUND, Inc.                                                  

BlackRock Aggressive Growth Portfolio - Class D+                          
BlackRock Bond Income Portfolio - Class A+                                
BlackRock Money Market Portfolio - Class A+                               

FI Large Cap Portfolio - Class A+                                         
FI Value Leaders Portfolio - Class D+                                     
MFS Total Return Portfolio - Class F+                                     
Oppenheimer Global Equity Portfolio - Class B+                            

Western Asset Management High Yield Bond Portfolio - Class A+             
Western Asset Management U.S. Government Portfolio - Class A+             
PIMCO VARIABLE INSURANCE TRUST - Administrative Class                           

Real Return Portfolio                                                     
Total Return Portfolio                                                    
PUTNAM VARIABLE TRUST - Class IB                                                
Putnam VT Small Cap Value Fund                                            
VAN KAMPEN LIFE INVESTMENT TRUST - Class II                                     
Comstock Portfolio                                                        

VARIABLE INSURANCE PRODUCTS FUND - Service Class 2                              
VIP Contrafund(R) Portfolio                                               
VIP Mid Cap Portfolio                                                     

  +   This Variable Funding Option has been subject to a merger, substitution or
name change. Please see "The Annuity Contract - The Variable Funding
Options" for more information.                                      

*THE TRAVELERS INSURANCE COMPANY HAS FILED FOR APPROVAL TO CHANGE ITS NAME TO   
METLIFE INSURANCE COMPANY OF CONNECTICUT. THE TRAVELERS LIFE AND ANNUITY COMPANY
HAS FILED FOR APPROVAL TO CHANGE ITS NAME TO METLIFE LIFE AND ANNUITY COMPANY OF
CONNECTICUT. THE CHANGE WILL BE EFFECTIVE MAY 1, 2006 PENDING REGULATORY        
APPROVAL. YOU WILL RECEIVE A CONTRACT ENDORSEMENT NOTIFYING YOU OF THE NAME     
CHANGE ONCE IT HAS OCCURRED.                                                    

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The Contract Is not offered to new purchasers. This prospectus provides the     
information that you should know before investing in the Contract. Please keep  
this prospectus for future reference. You can receive additional information    
about your Contract by requesting a copy of the Statement of Additional         
Information ("SAI") dated May 1, 2006. We filed the SAI with the Securities and 
Exchange Commission ("SEC"), and it is incorporated by reference into this      
prospectus. To request a copy, write to us at One Cityplace, 185 Asylum Street, 
3 CP, Hartford, Connecticut 06103-3415, call 1-800-842-9368 or access the SEC's 
website (http://www.sec.gov). See Appendix D for the SAI's table of contents.   

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR THE ADEQUACY OF THIS 
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. VARIABLE  
ANNUITY CONTRACTS ARE NOT DEPOSITS OF ANY BANK, AND ARE NOT INSURED OR          
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT 
AGENCY.                                                                         

PROSPECTUS DATED MAY 1, 2006

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 TABLE OF CONTENTS

                                                                [Download Table]
                                                                  
Glossary....................................................     3
Summary.....................................................     5
Fee Table...................................................     9
Condensed Financial Information.............................    18
The Annuity Contract........................................    18
   Contract Owner Inquiries.................................    19
   Purchase Payments........................................    19
   Accumulation Units.......................................    19
   The Variable Funding Options.............................    19
The Fixed Account...........................................    25
Charges and Deductions......................................    25
   General..................................................    25
   Withdrawal Charge........................................    26
   Free Withdrawal Allowance................................    27
   Administrative Charges...................................    27
   Mortality and Expense Risk Charge........................    27
   Variable Liquidity Benefit Charge........................    28
   Enhanced Stepped-Up Provision Charge.....................    28
   Guaranteed Minimum Withdrawal Benefit Charge.............    28
   Variable Funding Option Expenses.........................    28
   Premium Tax..............................................    28
   Changes in Taxes Based upon Premium or Value.............    28
Transfers...................................................    28
   Market Timing/Excessive Trading..........................    29

   Dollar Cost Averaging....................................    30
Access to Your Money........................................    31
   Guaranteed Minimum Withdrawal Benefit....................    31
   Systematic Withdrawals...................................    31
   Loans....................................................    31
Ownership Provisions........................................    32
   Types of Ownership.......................................    32
   Contract Owner...........................................    32
   Beneficiary..............................................    32
   Annuitant................................................    32
Living Benefits.............................................    33
     Guaranteed Minimum Withdrawal Benefit..................    33

Death Benefit...............................................    38
   Death Proceeds before the Maturity Date..................    38
   Enhanced Stepped-Up Provision............................    39
   Payment of Proceeds......................................    40

   Spousal Contract Continuance.............................    42
   Beneficiary Contract Continuance.........................    42
   Planned Death Benefit....................................    43
   Death Proceeds after the Maturity Date...................    43
The Annuity Period..........................................    43
   Maturity Date............................................    43
   Allocation of Annuity....................................    43
   Variable Annuity.........................................    44
   Fixed Annuity............................................    44

Payment Options.............................................    44
   Election of Options......................................    44
   Annuity Options..........................................    45
   Income Options...........................................    45
   Variable Liquidity Benefit...............................    45
Miscellaneous Contract Provisions...........................    46
   Right to Return..........................................    46
   Termination..............................................    46
   Required Reports.........................................    46
   Suspension of Payments...................................    46
The Separate Accounts.......................................    47
   Performance Information..................................    47
Federal Tax Considerations..................................    48
   General Taxation of Annuities............................    48
   Types of Contracts: Qualified and Non-qualified..........    48
   Qualified Annuity Contracts..............................    48
     Taxation of Qualified Annuity Contracts................    48
     Mandatory Distributions for Qualified Plans............    48
   Non-qualified Annuity Contracts..........................    49
     Diversification Requirements for Variable                    
        Annuities...........................................    50
     Ownership of the Investments...........................    50
     Taxation of Death Benefit Proceeds.....................    50
   Other Tax Considerations.................................    50
     Treatment of Charges for Optional Benefits.............    50
     Penalty Tax for Premature Distribution.................    50
     Puerto Rico Tax Considerations.........................    50
     Non-Resident Aliens....................................    51
Other Information...........................................    51
   The Insurance Companies..................................    51
   Financial Statements....................................     52
   Distribution of Variable Annuity Contracts...............    52
   Conformity with State and Federal Laws...................    54
   Voting Rights............................................    54
   Restrictions on Financial Transactions...................    54
Legal Proceedings...........................................    54
Appendix A: Condensed Financial Information for MetLife of        
CT Fund ABD for Variable Annuities..........................   A-1

Appendix B: Condensed Financial Information for MetLife of        
CT Fund ABD II for Variable Annuities.......................   B-1

Appendix C: The Fixed Account...............................   C-1
Appendix D: Contents of the Statement of                          
   Additional Information...................................   D-1

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GLOSSARY

ACCUMULATION UNIT -- an accounting unit of measure used to calculate the value  
of this Contract before Annuity Payments begin.                                 

ANNUITANT -- the person on whose life the Maturity Date and Annuity Payments    
depend.                                                                         

ANNUITY PAYMENTS -- a series of periodic payments (a) for life; (b) for life    
with a minimum number of payments; (c) for the joint lifetime of the Annuitant  
and another person, and thereafter during the lifetime of the survivor; or (d)  
for a fixed period.                                                             

ANNUITY UNIT -- an accounting unit of measure used to calculate the amount of   
Annuity Payments.                                                               

CASH SURRENDER VALUE -- the Contract Value less any withdrawal charge and       
premium tax not previously deducted.                                            

CODE -- the Internal Revenue Code of 1986, as amended, and all related laws and 
regulations that are in effect during the term of this Contract.                

CONTINGENT ANNUITANT -- the individual who becomes the Annuitant when the       
Annuitant who is not the owner dies prior to the Maturity Date.                 

CONTRACT DATE -- the date on which the Contract is issued.                      

CONTRACT OWNER (you) -- the person named in the Contract (on the specifications 
page) as the owner of the Contract.                                             

CONTRACT VALUE -- Purchase Payments, plus or minus any investment experience on 
the amounts allocated to the variable funds or interest on amounts allocated to 
the Fixed Account, adjusted by any applicable charges and withdrawals.          

CONTRACT YEARS -- twelve month periods beginning with the Contract Date.        

DEATH REPORT DATE -- the day on which we have received 1) Due Proof of Death and
2) written payment instructions or election of spousal or beneficiary contract  
continuation.                                                                   

DUE PROOF OF DEATH -- (i) a copy of a certified death certificate; (ii) a copy  
of a certified decree of a court of competent jurisdiction as to the finding of 
death; (iii) a written statement by a medical doctor who attended the deceased; 
or (iv) any other proof satisfactory to us.                                     

FIXED ACCOUNT -- an account that consists of all of the assets under this       
Contract other than those in the Separate Account.                              

HOME OFFICE -- the Home Office of MetLife Insurance Company of Connecticut or   
MetLife Life and Annuity Company of Connecticut or any other office that we may 
designate for the purpose of administering this Contract.                       

MATURITY DATE -- the date on which the Annuity Payments are to begin.           

PAYMENT OPTION -- an annuity or income option elected under your Contract.      

PURCHASE PAYMENT -- any premium paid by you to initiate or supplement this      
Contract.                                                                       

QUALIFIED CONTRACT -- a contract used in a retirement plan or program that is   
intended to qualify under Sections 401, 403, 408, or 414(d) of the Code.        

SEPARATE ACCOUNT -- a segregated account registered with the Securities and     
Exchange Commission ("SEC"), the assets of which are invested solely in the     
Underlying Funds. The assets of the Separate Account are held exclusively for   
the benefit of Contract Owners.                                                 

SUBACCOUNT -- that portion of the assets of a Separate Account that is allocated
to a particular Underlying Fund.                                                

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UNDERLYING FUND -- a portfolio of an open-end management investment company that
is registered with the SEC in which the Subaccounts invest.                     

VALUATION DATE -- a date on which a Subaccount is valued.                       

VALUATION PERIOD -- the period between successive valuations.                   

VARIABLE FUNDING OPTION -- a Subaccount of the Separate Account that invests in 
an Underlying Fund.                                                             

WE, US, OUR -- MetLife Insurance Company of Connecticut or MetLife Life and     
Annuity Company of Connecticut.                                                 

WRITTEN REQUEST -- written information sent to us in a form and content         
satisfactory to us and received at our Home Office.                             

YOU, YOUR -- the Contract Owner.                                                

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SUMMARY:

 PORTFOLIO ARCHITECT ANNUITY

THIS SUMMARY DETAILS SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD KNOW AND 
CONSIDER BEFORE PURCHASING THE CONTRACT. PLEASE READ THE ENTIRE PROSPECTUS      
CAREFULLY.                                                                      

WHAT COMPANY WILL ISSUE MY CONTRACT? Your issuing company is either MetLife     
Insurance Company of Connecticut or MetLife Life and Annuity Company of         
Connecticut, ("the Company," "We" or "Us"). MetLife Life and Annuity Company of 
Connecticut does not solicit or issue insurance products in the state of New    
York. Refer to your Contract for the name of your issuing company. Each company 
sponsors its own segregated account ("Separate Account"). MetLife Insurance     
Company of Connecticut sponsors the MetLife of CT Fund ABD for Variable         
Annuities ("Fund ABD"); MetLife Life and Annuity Company of Connecticut sponsors
the MetLife of CT Fund ABD II for Variable Annuities ("Fund ABD II"). When we   
refer to the Separate Account, we are referring to either Fund ABD or Fund ABD  
II, depending upon your issuing Company.                                        

Contracts issued in your state may provide different features and benefits from 
and impose different costs (such as a waiver of the withdrawal charge on all    
Annuity Payments) than those described in this prospectus. The Contract is no   
longer offered to new purchasers.                                               

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE CONTRACT? We designed the Contract 
for retirement savings or other long-term investment purposes. The Contract     
provides a death benefit as well as guaranteed payout options. You direct your  
payment(s) to one or more of the Variable Funding Options and/or to the Fixed   
Account that is part of our general account (the "Fixed Account"). We guarantee 
money directed to the Fixed Account as to principal and interest. The Variable  
Funding Options fluctuate with the investment performance of the Underlying     
Funds and are not guaranteed. You can also lose money in the Variable Funding   
Options.                                                                        

The Contract, like all deferred variable annuity contracts, has two phases: the 
accumulation phase and the payout phase (annuity period). During the            
accumulation phase generally, under a Qualified Contract, your pre-tax          
contributions accumulate on a tax-deferred basis and are taxed as income when   
you make a withdrawal, presumably when you are in a lower tax bracket. During   
the accumulation phase, under a Non-qualified Contract, earnings on your        
after-tax contributions accumulate on a tax-deferred basis and are taxed as     
income when you make a withdrawal. The payout phase occurs when you begin       
receiving payments from your Contract. The amount of money you accumulate in    
your Contract determines the amount of income ("Annuity Payments") you receive  
during the payout phase.                                                        

During the payout phase, you may choose one of a number of annuity options. You 
may receive income payments in the form of a variable annuity, a fixed annuity, 
or a combination of both. from the Variable Funding Options and/or the Fixed    
Account. If you elect variable income payments, the dollar amount of your       
payments may increase or decrease. Once you choose one of the annuity options or
income options and begin to receive payments, it cannot be changed.             

WHO CAN PURCHASE THIS CONTRACT? The Contract is currently available for use in  
connection with (1) individual non-qualified purchases; (2) rollovers from      
Individual Retirement Annuities (IRAs); (3) rollovers from other qualified      
retirement plans and (4) beneficiary-directed transfers of death proceeds from  
another contract. Qualified Contracts include contracts qualifying under Section
401(a), 403(b), or 408(b) of the Internal Revenue Code of 1986, as amended.     
Purchase of this Contract through a tax qualified retirement plan ("Plan") does 
not provide any additional tax deferral benefits beyond those provided by the   
Plan. Accordingly, if you are purchasing this Contract through a Plan, you      
should consider purchasing this Contract for its Death Benefit, Annuity Option  
Benefits, and other non-tax-related benefits.                                   

You may purchase the Contract with an initial payment of at least $5000. You may
make additional payments of at least $500 at any time during the accumulation   
phase. No additional payments are allowed if this Contract is purchased with a  
beneficiary-directed transfer of death proceeds.                                

The ages of the owner and Annuitant determine if you may purchase this product  
and which optional features are available to you. See The Annuity Contract      
section for more information.                                                   

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CAN I EXCHANGE MY CURRENT ANNUITY CONTRACT FOR THIS CONTRACT? The Code generally
permits you to exchange one annuity contract for another in a "tax-free         
exchange." Therefore, you can transfer the proceeds from another annuity        
contract to purchase this Contract. Before making an exchange to acquire this   
Contract, you should carefully compare this Contract to your current contract.  
You may have to pay a surrender charge under your current contract to exchange  
it for this Contract, and this Contract has its own surrender charges that would
apply to you. The other fees and charges under this Contract may be higher or   
lower and the benefits may be different than those of your current contract. In 
addition, you may have to pay federal income or penalty taxes on the exchange if
it does not qualify for tax-free treatment. You should not exchange another     
contract for this Contract unless you determine, after evaluating all the facts,
the exchange is in your best interests. Remember that the person selling you the
Contract generally will earn a commission on the sale.                          

IS THERE A RIGHT TO RETURN PERIOD? If you cancel the Contract within twenty days
after you receive it, you will receive a full refund of your Contract Value plus
any contract charges and premium taxes you paid (but not fees and charges       
assessed by the Underlying Funds). Where state law requires a different right to
return period, or the return of Purchase Payments, the Company will comply. You 
bear the investment risk on the Purchase Payment allocated to a Variable Funding
Option during the right to return period; therefore, the Contract Value we      
return may be greater or less than your Purchase Payment.                       

If you purchased your Contract as an Individual Retirement Annuity, and you     
return it within the first seven days after delivery, or longer if your state   
law permits, we will refund your full Purchase Payment. During the remainder of 
the right to return period, we will refund your Contract Value (including       
charges we assessed). We will determine your Contract Value at the close of     
business on the day we receive a Written Request for a refund.                  

CAN YOU GIVE A GENERAL DESCRIPTION OF THE VARIABLE FUNDING OPTIONS AND HOW THEY 
OPERATE? The Variable Funding Options represent Subaccounts of The Separate     
Account. At your direction, the Separate Account, through its Subaccounts, uses 
your Purchase Payments to purchase shares of one or more of the Underlying Funds
that holds securities consistent with its own investment policy. Depending on   
market conditions, you may make or lose money in any of these Variable Funding  
Options.                                                                        

You can transfer among the Variable Funding Options as frequently as you wish   
without any current tax implications. Currently there is no limit to the number 
of transfers allowed. We may, in the future, limit the number of transfers      
allowed. At a minimum, we would always allow one transfer every six months. We  
reserve the right to restrict transfers that we determine will disadvantage     
other Contract Owners. You may transfer between the Fixed Account and the       
Variable Funding Options twice a year (during the 30 days after the six-month   
Contract Date anniversary), provided the amount is not greater than 15% of the  
Fixed Account value on that date. Amounts previously transferred from the Fixed 
Account to the Variable Funding Options may not be transferred back to the Fixed
Account for a period of six months from the date of the transfer.               

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance   
features and investment features, and there are costs related to each. We deduct
an administrative expense charge and a mortality and expense risk ("M&E") charge
daily from amounts you allocate to the Separate Account. We deduct the          
administrative expense charge at an annual rate of 0.15% and deduct the M&E     
charge at an annual rate of 1.25. For Contracts with a value of less than       
$40,000, we also deduct an annual Contract administrative charge of $30. Each   
Underlying Fund also charges for management costs and other expenses.           

We will apply a withdrawal charge to withdrawals from the Contract, and will    
calculate it as a percentage of the Purchase Payments. The maximum percentage is
6%, decreasing to 0% after seven full years.                                    

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If you select the Enhanced Stepped-Up Provision ("E.S.P."), an additional 0.20% 
annually will be deducted from amounts in the Variable Funding Options. THIS    
PROVISION IS NOT AVAILABLE TO A CUSTOMER WHEN EITHER THE ANNUITANT OR OWNER IS  
AGE 76 OR OLDER ON THE RIDER EFFECTIVE DATE.                                    

If you elect a Guaranteed Minimum Withdrawal Benefit ("GMWB") rider, a charge   
will be deducted daily from amounts in the Variable Funding Options. There are  
three GMWB rider options, and the current charge for each rider, on an annual   
basis, is as follows: GMWB I: 0.40%; GMWB II: 0.50%; and GMWB III: 0.25%. Your  
current charge will not change unless you are able to reset your benefits, at   
which time we may modify the charge, which will never exceed 1.00%.             

If the Variable Liquidity Benefit is selected, there is a maximum charge of 6%  
of the amounts withdrawn. (Please refer to "Payment Options" for a description  
of this benefit.)                                                               

HOW WILL MY PURCHASE PAYMENTS AND WITHDRAWALS BE TAXED? Generally, the payments 
you make to a Qualified Contract during the accumulation phase are made with    
before-tax dollars. Generally, you will be taxed on your Purchase Payments and  
on any earnings when you make a withdrawal or begin receiving Annuity Payments. 
Under a Non-qualified Contract, payments to the Contract are made with after-tax
dollars, and earnings will generally accumulate tax-deferred. You will be taxed 
on these earnings when they are withdrawn from the Contract. If you are younger 
than 591/2 when you take money out, you may be charged a 10% federal penalty tax
on the amount withdrawn.                                                        

For owners of Qualified Contracts, if you reach a certain age, you may be       
required by federal tax laws to begin receiving payments from your annuity or   
risk paying a penalty tax. In those cases, we can calculate and pay you the     
minimum required distribution amounts.                                          

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the         
accumulation phase. Withdrawal charges may apply, as well as income taxes,      
and/or a penalty tax on amounts withdrawn.                                      

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? The death benefit applies upon the
first death of the Contract Owner, joint owner, or Annuitant. Assuming you are  
the Annuitant, the death benefit is as follows: If you die before the Contract  
is in the payout phase, the person you have chosen as your beneficiary will     
receive a death benefit. You may also choose to purchase the Enhanced Stepped-Up
Provision, which, for a fee, may increase the amount of the death benefit. We   
calculate the death benefit value at the close of the business day on which our 
Home Office receives (1) Due Proof of Death and (2) written payment instructions
or the election of spousal contract continuance or beneficiary contract         
continuance. Please refer to the Death Benefit section in the prospectus for    
more details.                                                                   

WHERE MAY I FIND OUT MORE ABOUT ACCUMULATION UNIT VALUES? The Condensed         
Financial Information in Appendix A or Appendix B to this prospectus provides   
more information about Accumulation Unit values.                                

ARE THERE ANY ADDITIONAL FEATURES? This Contract has other features you may be  
interested in. These include:                                                   

      -     DOLLAR COST AVERAGING. This is a program that allows you to invest a
     fixed amount of money in Variable Funding Options each month,
        theoretically giving you a lower average cost per unit over time
       than a single one-time purchase. Dollar Cost Averaging requires
            regular investments regardless of fluctuating price levels, and does
      not guarantee profits or prevent losses in a declining market.
      Potential investors should consider their financial ability to
continue purchases through periods of low price levels. 

 -     SYSTEMATIC WITHDRAWAL OPTION. Before the Maturity Date, you can
         arrange to have money sent to you at set intervals throughout the
           year. Of course, any applicable income and penalty taxes will apply
      on amounts withdrawn. Withdrawals in excess of the annual free
   withdrawal allowance may be subject to a withdrawal charge.

-     AUTOMATIC REBALANCING. You may elect to have the Company      
        periodically reallocate the values in your Contract to match the
rebalancing allocation selected.                        

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     -     ENHANCED STEPPED-UP PROVISION ("E.S.P."). For an additional charge,
     the total death benefit payable may be increased based on the
earnings in your Contract                               

 -     SPOUSAL CONTRACT CONTINUANCE (SUBJECT TO AVAILABILITY). If your
            spouse is named as an owner and/or beneficiary, and you die prior to
            the Maturity Date, your spouse may elect to continue the Contract as
         owner rather than have the death benefit paid to the beneficiary.
     This feature applies to a spousal joint Contract Owner and/or
beneficiary only.                                       

 -     BENEFICIARY CONTRACT CONTINUANCE (NOT PERMITTED FOR NON-NATURAL
       BENEFICIARIES). If you die before the Maturity Date, and if the
          value of any beneficiary's portion of the death benefit is between
 $20,000 and $1,000,000 as of the date of your death, that
            beneficiary(s) may elect to continue his/her portion of the Contract
   rather than have the death benefit paid to the beneficiary.

-     GUARANTEED MINIMUM WITHDRAWAL BENEFIT ("GMWB" OR "PRINCIPAL   
    GUARANTEE"). For an additional charge, we will guarantee the
           periodic return of your investment. Under this benefit, we will pay
            you a percentage of your investment every year until your investment
    has been returned in full, regardless of market performance.
         Depending on when you elect to begin receiving payments and which
         GMWB rider you select, the maximum amount of your investment that
          you receive each year is 5% or 10%. When you add Purchase Payments
          to your Contract, we include them as part of the guarantee. In the
         future, however, we may discontinue including additional Purchase
      Payments as part of the guarantee. The guarantee is subject to
restrictions on withdrawals and other restrictions.     

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 FEE TABLE

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 Contract Value between Variable Funding     
Options. Expenses shown do not include premium taxes, which may be applicable.  

CONTRACT OWNER TRANSACTION EXPENSES                                             

WITHDRAWAL CHARGE    6%(1)                                          
(as a percentage of the Purchase Payments withdrawn)                  

VARIABLE LIQUIDITY BENEFIT CHARGE      6%(2)                        

   (As a percentage of the present value of the remaining Annuity Payments
  that are surrendered. The interest rate used to calculate this present
     value is 1% higher than the Assumed (Daily) Net Investment Factor used to
calculate the Annuity Payments.)                                    

The next table describes the fees and expenses that you will pay periodically   
during the time that you own the Contract, not including Underlying Fund fees   
and expenses.                                                                   

CONTRACT ADMINISTRATIVE CHARGES                                                 

ANNUAL CONTRACT ADMINISTRATIVE CHARGE      $30(3)                   

--------------                                                                  
(1)   The withdrawal charge declines to zero after the Purchase Payment has been
in the Contract for over seven years. The charge is as follows:     

                                                                [Download Table]

      YEARS SINCE PURCHASE PAYMENT MADE    WITHDRAWAL CHARGE
----------------------------------------   -----------------
GREATER THAN OR EQUAL TO   BUT LESS THAN                    
                                                            
        0 years               2 years             6%        
        2 years               4 years             5%        
        4 years               5 years             4%        
        5 years               6 years             3%        
        6 years               7 years             2%        
       7 + years                                  0%        

(2)   This withdrawal charge only applies when you surrender the Contract after 
 beginning to receive Annuity Payments. The Variable Liquidity Benefit
Charge declines to zero after seven years. The charge is as follows:

                                                                [Download Table]

  YEARS SINCE INITIAL PURCHASE PAYMENT     WITHDRAWAL CHARGE
GREATER THAN OR EQUAL TO   BUT LESS THAN                    
                                                            
        0 years               2 years             6%        
        2 years               4 years             5%        
        4 years               5 years             4%        
        5 years               6 years             3%        
        6 years               7 years             2%        
       7 + years                                  0%        

(3)   We do not assess this charge if Contract Value is $40,000 or more on the  
fourth Friday of each August.                                       

ANNUAL SEPARATE ACCOUNT CHARGES:                                                
(as a percentage of the average daily net assets of the Separate Account)       

We will assess a minimum mortality and expense risk charge ("M&E") of 1.25% and 
an administrative expense charge of 0.15% on all contracts. In addition, for    
optional features there is a 0.20% charge for E.S.P., a 0.40% current charge for
GMWB I (maximum of 1.00% upon reset), a 0.50% current charge for GMWB II        
(maximum of 1.00% upon reset), and a 0.25% charge for GMWB III. Below is a      
summary of all charges that may apply, depending on the death benefit and       
optional features you select:                                                   

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                                                                [Download Table]
                                                                               
Mortality and Expense Risk Charge.................................     1.25%*  
Administrative Expense Charge.....................................     0.15%   
TOTAL ANNUAL SEPARATE ACCOUNT CHARGES WITH NO OPTIONAL                         
   FEATURES SELECTED..............................................     1.40%   
Optional E.S.P. Charge............................................     0.20%   
TOTAL ANNUAL SEPARATE ACCOUNT CHARGES WITH E.S.P. ONLY SELECTED...     1.60%   
Optional GMWB I Charge............................................     1.00%(5)
Optional GMWB II Charge...........................................     1.00%(5)
Optional GMWB III Charge                                               0.25%   
TOTAL ANNUAL SEPARATE ACCOUNT CHARGES WITH GMWB I ONLY SELECTED...     2.40%   
TOTAL ANNUAL SEPARATE ACCOUNT CHARGES WITH GMWB II ONLY                        
SELECTED..........................................................     2.40%   
TOTAL ANNUAL SEPARATE ACCOUNT CHARGES WITH GMWB III ONLY                       
SELECTED..........................................................     1.65%   
TOTAL ANNUAL SEPARATE ACCOUNT CHARGES WITH E.S.P. AND GMWB I                   
SELECTED..........................................................     2.60%   
TOTAL ANNUAL SEPARATE ACCOUNT CHARGES WITH E.S.P. AND GMWB II                  
SELECTED..........................................................     2.60%   
TOTAL ANNUAL SEPARATE ACCOUNT CHARGES WITH E.S.P. AND GMWB III                 
SELECTED..........................................................     1.85%   

---------                                                                       

(5)   The current charges for the available GMWB riders with reset feature      
(see "Living Benefits") are 0.40% for GMWB I and 0.50% for GMWB II. 

*     We are waiving the following amounts of the M&E charge on these           
Subaccounts: 0.15% for the Subaccount investing in the Western Asset
      Management U.S. Government Portfolio and an amount equal to the Underlying
     Fund expenses that are in excess of 0.90% for the Subaccount investing in
the Harris Oakmark International Portfolio.                         

UNDERLYING FUND EXPENSES AS OF DECEMBER 31, 2005 (unless otherwise indicated):  

The first table below shows the range (minimum and maximum) of the total annual 
operating expenses charged by all of the Underlying Funds, before any voluntary 
or contractual fee waivers and/or expense reimbursements. The second table shows
each Underlying Fund's management fee, distribution and/or service fees (12b-1) 
if applicable, and other expenses. The Underlying Funds provided this           
information and we have not independently verified it. More detail concerning   
each Underlying Fund's fees and expenses is contained in the prospectus for each
Underlying Fund. Current prospectuses for the Underlying Funds can be obtained  
by calling 1-800-842-9406.                                                      

MINIMUM AND MAXIMUM TOTAL ANNUAL UNDERLYING FUND OPERATING EXPENSES             

                                                        [Enlarge/Download Table]

                                                                        MINIMUM  MAXIMUM
                                                                        -------  -------
                                                                                        
TOTAL ANNUAL FUND OPERATING EXPENSES (expenses that are deducted                        
from Underlying Fund assets, including management fees, distribution                    
and/or service fees (12b-1) fees, and other expenses)..................  0.42%    1.78% 

UNDERLYING FUND FEES AND EXPENSES                                               

(as a percentage of average daily net assets)                                   

                                                        [Enlarge/Download Table]

                                              DISTRIBUTION                            CONTRACTUAL FEE  NET TOTAL 
                                                 AND/OR                 TOTAL ANNUAL       WAIVER        ANNUAL  
                                  MANAGEMENT  SERVICE(12B-1)    OTHER     OPERATING    AND/OR EXPENSE  OPERATING 
UNDERLYING FUND:                    FEE           FEES        EXPENSES     EXPENSES    REIMBURSEMENT   EXPENSES**
--------------------------------  ----------  --------------  --------  ------------  ---------------  ----------
                                                                                                                 
AIM VARIABLE INSURANCE FUNDS                                                                                     
   AIM V.I. Core Equity Fund -                                                                                   
     Series I+                      0.60%           --          0.27%      0.87%            --          0.87%(1) 

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                                                        [Enlarge/Download Table]
                                                                                      
AMERICAN FUNDS INSURANCE SERIES                                                       
American Funds Global Growth                                                          
     Fund - Class 2*                       0.58%  0.25%  0.04%  0.87%    --   0.87%   
   American Funds Growth Fund -                                                       
     Class 2*                              0.33%  0.25%  0.02%  0.60%    --   0.60%   
   American Funds Growth-Income                                                       
     Fund - Class 2*                       0.28%  0.25%  0.01%  0.54%    --   0.54%   
CREDIT SUISSE TRUST                                                                   
   Credit Suisse Trust Emerging                                                       
     Markets Portfolio+                    1.25%    --   0.44%  1.69%    --   1.69%   
DREYFUS VARIABLE INVESTMENT FUND                                                      
   Dreyfus Variable Investment                                                        
     Fund Appreciation                                                                
     Portfolio - Initial Shares            0.75%    --   0.05%  0.80%    --   0.80%   
   Dreyfus Variable Investment                                                        
     Fund Developing Leaders                                                          
     Portfolio - Initial Shares            0.75%    --   0.06%  0.81%    --   0.81%   
FRANKLIN TEMPLETON VARIABLE                                                           
   INSURANCE PRODUCTS TRUST                                                           
   Templeton Developing Markets                                                       
     Securities Fund - Class 2*            1.24%  0.25%  0.29%  1.78%    --   1.78%   
   Templeton Foreign Securities                                                       
     Fund - Class 2*                       0.65%  0.25%  0.17%  1.07%  0.05%  1.02%(2)
JANUS ASPEN SERIES                                                                    
   Global Life Sciences                                                               
     Portfolio - Service                                                              
     Shares*+                              0.64%  0.25%  0.31%  1.20%    --   1.20%   
   Global Technology Portfolio                                                        
     - Service Shares*                     0.64%  0.25%  0.09%  0.98%    --   0.98%   
   Worldwide Growth Portfolio -                                                       
     Service Shares*+                      0.60%  0.25%  0.01%  0.86%    --   0.86%(3)
LAZARD RETIREMENT SERIES, INC.                                                        
   Lazard Retirement Small Cap                                                        
     Portfolio*                            0.75%  0.25%  0.22%  1.22%    --   1.22%   
LEGG MASON PARTNERS VARIABLE                                                          
   PORTFOLIOS I, INC.                                                                 
   Legg Mason Partners Variable                                                       
     All Cap Portfolio - Class I           0.75%    --   0.07%  0.82%    --   0.82%   
   Legg Mason Partners Variable                                                       
     Investors Portfolio - Class I         0.65%    --   0.06%  0.71%    --   0.71%   
   Legg Mason Partners Variable                                                       
     Large Cap Growth Portfolio                                                       
     - Class I                             0.75%    --   0.72%  1.47%    --   1.47%(4)
   Legg Mason Partners Variable                                                       
     Small Cap Growth Portfolio - Class I  0.75%    --   0.22%  0.97%    --   0.97%   
LEGG MASON PARTNERS VARIABLE                                                          
   PORTFOLIOS II                                                                      
   Legg Mason Partners Variable                                                       
     Aggressive Growth                                                                
     Portfolio - Class I                   0.75%    --   0.18%  0.93%    --   0.93%(5)

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                                                                [Download Table]
                                                                              
   Legg Mason Partners                                                        
     Variable Equity Index                                                    
     Portfolio - Class II*     0.31%  0.25%  0.03%  0.59%    --   0.59%       
   Legg Mason Partners                                                        
     Variable Growth and                                                      
     Income Portfolio -                                                       
     Class I                   0.65%    --   0.52%  1.17%    --   1.17%       
LEGG MASON PARTNERS VARIABLE                                                  
   PORTFOLIOS III, INC.                                                       
   Legg Mason Partners                                                        
     Variable Adjustable                                                      
     Rate Income Portfolio*++  0.55%  0.25%  0.28%  1.08%    --   1.08%(6)    
   Legg Mason Partners                                                        
     Variable Social                                                          
     Awareness Stock                                                          
     Portfolio++               0.71%    --   0.04%  0.75%    --   0.75%(5)    
MET INVESTORS SERIES TRUST                                                    
   Batterymarch Mid-Cap                                                       
     Stock Portfolio - Class                                                  
     A                         0.70%    --   0.10%  0.80%    --   0.80%(14)   
   Federated High Yield                                                       
     Portfolio - Class A       0.60%    --   0.21%  0.81%    --   0.81%(14)   
   Harris Oakmark                                                             
     International Portfolio                                                  
     - Class A                 0.82%    --   0.13%  0.95%    --   0.95%       
   Janus Capital                                                              
     Appreciation Portfolio                                                   
     - Class A                 0.65%    --   0.09%  0.74%    --   0.74%(14)   
   Legg Mason Partners                                                        
     Managed Assets Portfolio                                                 
     - Class A                 0.50%    --   0.09%  0.59%    --   0.59%(14)   
   Lord Abbett Bond                                                           
     Debenture Portfolio -                                                    
     Class A                   0.51%    --   0.05%  0.56%    --   0.56%       
   Lord Abbett Growth and                                                     
     Income Portfolio -                                                       
     Class B*                  0.50%  0.25%  0.04%  0.79%    --   0.79%(15)   
   Lord Abbett Mid-Cap Value                                                  
     Portfolio - Class B*      0.68%  0.25%  0.08%  1.01%    --   1.01%       
   Mercury Large-Cap Core                                                     
     Portfolio - Class A       0.78%    --   0.12%  0.90%    --   0.90%(14)   
   Met/AIM Capital                                                            
     Appreciation Portfolio                                                   
     - Class A                 0.76%    --   0.05%  0.81%    --   0.81%(14)   
   MFS Value Portfolio -                                                      
     Class A                   0.73%    --   0.24%  0.97%    --   0.97%(14)   
   Neuberger Berman Real                                                      
     Estate Portfolio -                                                       
     Class A                   0.67%    --   0.03%  0.70%    --   0.70%       
   Pioneer Fund Portfolio -                                                   
     Class A                   0.75%    --   0.28%  1.03%  0.03%  1.00%(7)(14)
   Pioneer Strategic Income                                                   
     Portfolio - Class A       0.73%    --   0.09%  0.82%    --   0.82%(14)   
   Third Avenue Small Cap                                                     
     Value Portfolio - Class                                                  
     B*                        0.75%  0.25%  0.05%  1.05%    --   1.05%       
METROPOLITAN SERIES FUND,                                                     
   INC.                                                                       
   BlackRock Aggressive        0.73%  0.10%  0.06%  0.89%    --   0.89%       
     Growth Portfolio -                                                       
     Class D*                                                                 

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                                                                [Download Table]
                                                                           
   BlackRock Bond Income                                                   
     Portfolio - Class A       0.40%    --   0.07%  0.47%    --   0.47%(8) 
   BlackRock Money Market                                                  
     Portfolio - Class A       0.35%    --   0.07%  0.42%  0.01%  0.41%(9) 
   FI Large Cap Portfolio -                                                
     Class A                   0.80%    --   0.06%  0.86%    --   0.86%(10)
   FI Value Leaders                                                        
     Portfolio - Class D*      0.66%  0.10%  0.07%  0.83%    --   0.83%    
   MFS Total Return                                                        
     Portfolio - Class F*      0.57%  0.20%  0.16%  0.93%    --   0.93%(11)
   Oppenheimer Global Equity                                               
     Portfolio - Class B*      0.60%  0.25%  0.33%  1.18%    --   1.18%    
   T. Rowe Price Large Cap                                                 
     Growth Portfolio -                                                    
     Class B*+                 0.60%  0.25%  0.12%  0.97%    --   0.97%(12)
   Western Asset Management                                                
     High Yield Bond                                                       
     Portfolio - Class A       0.48%    --   0.12%  0.60%    --   0.60%(10)
   Western Asset Management                                                
     U.S. Government                                                       
     Portfolio - Class A       0.54%    --   0.07%  0.61%    --   0.61%    
PIMCO VARIABLE INSURANCE                                                   
   TRUST                                                                   
   Real Return Portfolio -                                                 
     Administrative Class*     0.25%    --   0.41%  0.66%    --   0.66%(13)
   Total Return Portfolio -                                                
     Administrative Class*     0.25%    --   0.40%  0.65%    --   0.65%    
PUTNAM VARIABLE TRUST                                                      
   Putnam VT Discovery                                                     
     Growth Fund - Class IB*+  0.70%  0.25%  0.47%  1.42%    --   1.42%    
   Putnam VT International                                                 
     Equity Fund - Class IB*+  0.75%  0.25%  0.18%  1.18%    --   1.18%    
   Putnam VT Small Cap Value                                               
     Fund - Class IB*          0.76%  0.25%  0.08%  1.09%    --   1.09%    
VAN KAMPEN LIFE INVESTMENT                                                 
   TRUST                                                                   
   Comstock Portfolio Class                                                
     II*                       0.56%  0.25%  0.03%  0.84%    --   0.84%    
   Enterprise Portfolio                                                    
     Class II*+                0.50%  0.25%  0.18%  0.93%    --   0.93%    
VARIABLE INSURANCE PRODUCTS                                                
   FUND                                                                    
   VIP Contrafund(R)                                                       
     Portfolio - Service                                                   
     Class 2*                  0.57%  0.25%  0.09%  0.91%    --   0.91%    
   VIP Dynamic Capital                                                     
     Appreciation Portfolio                                                
     - Service Class 2*+       0.57%  0.25%  0.36%  1.18%    --   1.18%    
   VIP Mid Cap Portfolio -                                                 
     Service Class 2*          0.57%  0.25%  0.12%  0.94%    --   0.94%    

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

*     The 12b-1 fees deducted from these classes cover certain distribution,  
shareholder support and administrative services provided by       
   intermediaries (the insurance company, broker dealer or other service
provider).                                                        

**     Net Total Annual Operating Expenses do not reflect (1) voluntary waivers 
       of fees and expenses; (2) contractual waivers that are in effect for less
       than one year from the date of this Prospectus; or (3) expense reductions
      resulting from custodial fee credits or directed brokerage arrangements.

+     Closed to new investors.                                                

++    Fees and expenses for this Portfolio are based on the Portfolio's fiscal  
year ended October 31, 2005.                                        

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NOTES                                                                           

(1)   As a result of a reorganization of another Fund into the Fund, which will 
     occur on or about May 1, 2006, the Fund's Total Annual Operating Expenses
have been restated to reflect such reorganization.                  

(2)   The Fund's manager has agreed in advance to reduce its fees with respect  
    to assets invested by the Fund in a Franklin Templeton Money Market Fund
     (the Sweep Money Fund). This reduction is required by the Fund's Board of
      Trustees and an exemptive order by the Securities and Exchange Commission.

(3)   Effective February 1, 2006, the Portfolio's investment advisory fee rate  
     changed from a fixed rate to a rate that adjusts upward or downward based
  upon the Portfolio's performance relative to its benchmark index. This
   change will not impact the investment advisory fee shown until one year
  after the effective date when the performance adjustment takes effect.
      Details discussing the change are included in the Portfolio's Statement of
Additional Information.                                             

(4)   The management fee in the table has been restated to reflect a new Fee    
schedule which became effective on October 1, 2005.                 

(5)   The management fee in the table has been restated to reflect a new        
management fee schedule that became effective on December 1, 2005.  

(6)   The management fee in the table has been restated to reflect a  new       
management fee schedule that became effective on November 1, 2005.  

(7)   Met Investors Advisory and Met Investors Series Trust have entered into an
      Expense Limitation Agreement under which Met Investors Advisory has agreed
     to waive or limit its fees and to assume other expenses so that the total
   annual expenses of the Portfolio (other than interest, taxes, brokerage
    commissions, other expenditures which are capitalized in accordance with
      generally accepted accounting principles and other extraordinary expenses)
will not exceed, at any time prior to April 30, 2007, the following 
percentage: 1.00%. Under certain circumstances, any fees waived or  
expenses reimbursed by the investment manager may be repaid to the  
   investment manager if, in the future, actual expenses of this portfolio
are less than these expense limits.                                 

(8)   Our affiliate, MetLife Advisers, LLC and the Metropolitan Series Fund,    
     Inc. have entered into an expense agreement under which MetLife Advisers,
   LLC will waive, through April 30, 2007, the management fees (other than
     brokerage costs, interest, taxes or extraordinary expenses)payable by the
Portfolio, in the following amount: 0.025% on assets in excess of $1
billion and less than $2 billion.                                   

(9)   Our affiliate, MetLife Advisers, LLC and the Metropolitan Series Fund,    
     Inc. have entered into an expense agreement under which MetLife Advisers,
   LLC will waive, through April 30, 2007, the management fees (other than
      brokerage costs, interest, taxes or extraordinary expenses) payable by the
   Portfolio, in the following amount: 0.005% on the first $500 million of
assets and .015% on the next $500 million of assets.                

(10)  The Portfolio's total annual expenses have been restated to reflect the   
     reorganization of another Portfolio into this Portfolio which occurred as
   of the close of business on April 28, 2006. The expenses have also been
  restated to reflect contractual arrangements in effect on May 1, 2006.

(11)  The management fee has been restated to reflect a new management          
fee schedule that became effective on May 1, 2006.                  

(12)  Our affiliate, MetLife Advisers, LLC and the Metropolitan Series Fund,    
     Inc. have entered into an expense agreement under which MetLife Advisers,
   LLC will waive, through April 30, 2007, the management fees (other than
      brokerage costs, interest, taxes or extraordinary expenses) payable by the
  Portfolio, in the following amount: 0.015% on the first $50 million of
assets.                                                             

(13)  Ratio of expenses to average net assets excluding interest expense is     
0.65%.                                                              

(14)  Fees and expenses for this Portfolio are estimated for the year ending    
December 31, 2006.                                                  

(15)  The management fee has been restated to reflect a new management fee      
schedule that became effective on January 1, 2006.                  

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EXAMPLE                                                                         

The example is 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 Underlying Fund total annual operating expenses.   
The example does not represent past or future expenses. Your actual expenses may
be more or less than those shown.                                               

The example assumes that you invest $10,000 in the Contract for the time periods
indicated and that your investment has a 5% return each year. The example       
reflects the annual contract administrative charge, factoring in that the charge
is waived for Contracts over a certain value. Additionally, the example is based
on the minimum and maximum Underlying Fund total annual operating expenses shown
above, and does not reflect any Underlying Fund fee waivers and/or expense      
reimbursements.                                                                 

The example assumes you have allocated all of your Contract Value to either the 
Underlying Fund with the maximum total annual operating expenses or the         
Underlying Fund with the minimum total annual operating expenses. Your actual   
expenses will be less than those shown if you do not elect all of the available 
optional benefits.                                                              

EXAMPLE -- This example assumes that you have elected the E.S.P. optional death 
benefit and the Guaranteed Minimum Withdrawal Benefit (assuming the maximum     
1.00% charge applies in all Contract Years).                                    

                                                        [Enlarge/Download Table]

                                                IF CONTRACT IS SURRENDERED AT THE        IF CONTRACT IS NOT SURRENDERED OR    
                                                      END OF PERIOD SHOWN:               ANNUITIZED AT END OF PERIOD SHOWN:   
                                              --------------------------------------  ----------------------------------------
              FUNDING OPTION                  1 YEAR   3 YEARS    5YEARS    10 YEARS  1 YEAR    3 YEARS    5 YEARS    10 YEARS
--------------------------------------------  ------   -------    ------    --------  ------    -------    -------    --------
                                                                                                                              
Underlying Fund with Maximum Total Annual                                                                                     
Operating Expenses.........................   $ 1,048    $1,849    $2,657     $4,553    $448     $1,349    $2,257      $4,553 
Underlying Fund with Minimum Total Annual                                                                                     
Operating Expenses.........................   $   913    $1,450    $2,003     $3,311    $313     $  950    $1,603      $3,311 

 CONDENSED FINANCIAL INFORMATION

See Appendices A and B.                                                         

THE ANNUITY CONTRACT

Portfolio Architect Annuity is a Contract between the Contract Owner ("you") and
the Company. This is the prospectus -- it is not the Contract. The prospectus   
highlights many Contract provisions to focus your attention on the Contract's   
essential features. Your rights and obligations under the Contract will be      
determined by the language of the Contract itself. When you receive your        
Contract, we suggest you read it promptly and carefully. There may be           
differences in your Contract from the descriptions in this prospectus because of
the requirements of the state where we issued your Contract. We will include any
such differences in your Contract.                                              

The Company offers several different annuities that your investment professional
may be authorized to offer to you. Each annuity offers different features and   
benefits that may be appropriate for you. In particular, the annuities differ   
based on variations in the standard and optional death benefit protection       
provided for your beneficiaries, the availability of optional living benefits,  
the ability to access your Contract Value if necessary and the charges that you 
will be subject to if you make a withdrawal or surrender the annuity. The       
separate account charges and other charges may be                               

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different between each annuity we offer. Optional death benefits and living     
benefits are subject to a separate charge for the additional protections they   
offer to you and your beneficiaries. Furthermore, annuities that offer greater  
flexibility to access your Contract Value generally are subject to higher       
separate account charges than annuities that deduct charges if you make a       
withdrawal or surrender.                                                        

We encourage you to evaluate the fees, expenses, benefits and features of this  
annuity against those of other investment products, including other annuity     
products offered by us and other insurance companies. Before purchasing this or 
any other investment product you should consider whether the product you        
purchase is consistent with your risk tolerance, investment objectives,         
investment time horizon, financial and tax situation, liquidity needs and how   
you intend to use the annuity.                                                  

You make Purchase Payments to us and we credit them to your Contract. We promise
to pay you an income, in the form of Annuity Payments, beginning on a future    
date that you choose, the Maturity Date. The Purchase Payments accumulate tax   
deferred in the funding options of your choice. We offer multiple Variable      
Funding Options. We may also offer a Fixed Account option. Where permitted by   
law, we reserve the right to restrict Purchase Payments into the Fixed Account  
whenever the credited interest rate on the Fixed Account is equal to the minimum
guaranteed interest rate specified under the Contract. The Contract Owner       
assumes the risk of gain or loss according to the performance of the Variable   
Funding Options. The Contract Value is the amount of Purchase Payments, plus or 
minus any investment experience on the amounts you allocate to the Separate     
Account ("Separate Account Contract Value") or interest on the amounts you      
allocate to the Fixed Account ("Fixed Account Contract Value"). The Contract    
Value also reflects all withdrawals made and charges deducted. There is         
generally no guarantee that at the Maturity Date the Contract Value will equal  
or exceed the total Purchase Payments made under the Contract. The date the     
Contract and its benefits become effective is referred to as the Contract Date. 
Each 12-month period following the Contract Date is called a Contract Year.     

Certain changes and elections must be made in writing to the Company. Where the 
term "Written Request" is used, it means that you must send written information 
to our Home Office in a form and content satisfactory to us.                    

The Contract is no longer offered to new purchasers.                            

The ages of the owner and Annuitant determine if you may purchase this product  
and which optional features are available to you.                               

                                                        [Enlarge/Download Table]

                                        MAXIMUM AGE BASED ON THE OLDER OF THE OWNER AND
     DEATH BENEFIT/OPTIONAL FEATURE              ANNUITANT ON THE CONTRACT DATE        
--------------------------------------  -----------------------------------------------
                                                                                       
Standard Death Benefit                                   Age 85                        
Enhanced Stepped-Up Provision (E.S.P.)                   Age 75                        

Since optional death benefits carry higher charges, you should consider the ages
of the owner and Annuitant when electing these benefits, as the additional value
provided by the benefit may be significantly reduced or eliminated depending on 
the ages of the owner and Annuitant at the time of election.                    

Purchase of this Contract through a tax qualified retirement plan or IRA does   
not provide any additional tax deferral benefits beyond those provided by the   
plan or the IRA. Accordingly, if you are purchasing this Contract through a plan
or IRA, you should consider purchasing this Contract for its death benefit,     
annuity option benefits, and other non-tax-related benefits. You should consult 
with your tax adviser to determine if this Contract is appropriate for you.     

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CONTRACT OWNER INQUIRIES                                                        

Any questions you have about your Contract should be directed to our Home Office
at 1-800-842-9368.                                                              

PURCHASE PAYMENTS                                                               

Your initial Purchase Payment is due and payable before the Contract becomes    
effective. The initial Purchase Payment must be at least $5,000. You may make   
additional payments of at least $500 at any time. No additional payments are    
allowed if this Contract is purchased with a beneficiary-directed transfer of   
death benefit proceeds. Under certain circumstances, we may waive the minimum   
Purchase Payment requirement. Purchase Payments over $1,000,000 may be made only
with our prior consent.                                                         

We will apply the initial Purchase Payment less any applicable premium tax      
within two business days after we receive it at our Home Office with a properly 
completed application or order request. If your request or other information    
accompanying the initial Purchase Payment is incomplete when received, we will  
hold the Purchase Payment for up to five business days. If we cannot obtain the 
necessary information within five business days, we will return the Purchase    
Payment in full, unless you specifically consent for us to keep it until you    
provide the necessary information.                                              

We will credit subsequent Purchase Payments to a Contract on the same business  
day we receive it, if it is received in good order by our Home Office by 4:00   
p.m. Eastern time. A business day is any day that the New York Stock Exchange is
open for regular trading (except when trading is restricted due to an emergency 
as defined by the Securities and Exchange Commission).                          

ACCUMULATION UNITS                                                              

The period between the Contract Date and the Maturity Date is the Accumulation  
Period. During the Accumulation Period, an Accumulation Unit is used to         
calculate the value of a Contract. Each Variable Funding Option has a           
corresponding Accumulation Unit value. The Accumulation Units are valued each   
business day and their values may increase or decrease from day to day. The     
daily change in value of an Accumulation Unit each day is based on the          
investment performance of the corresponding Underlying Fund, and the deduction  
of separate account charges shown in the Fee Table in this prospectus. The      
number of Accumulation Units we will credit to your Contract once we receive a  
Purchase Payment is determined by dividing the amount directed to each Variable 
Funding Option by the value of its Accumulation Unit. Normally, we calculate the
value of an Accumulation Unit for each Variable Funding Option as of the close  
of regular trading (generally 4:00 p.m. Eastern time) each day the New York     
Stock Exchange is open. After the value is calculated, we credit your Contract. 
During the Annuity Period (i.e., after the Maturity Date), you are credited with
Annuity Units.                                                                  

THE VARIABLE FUNDING OPTIONS                                                    

You choose the Variable Funding Options to which you allocate your Purchase     
Payments. From time to time we may make new Variable Funding Options available. 
These Variable Funding Options are Subaccounts of the Separate Account. The     
Subaccounts invest in the Underlying Funds. You are not investing directly in   
the Underlying Fund. Each Underlying Fund is a portfolio of an open-end         
management investment company that is registered with the SEC under the         
Investment Company Act of 1940. These Underlying Funds are not publicly traded  
and are offered only through variable annuity and variable life insurance       
policies, and in some instances, certain retirement plans. They are not the same
retail mutual funds as those offered outside of a variable annuity or variable  
life insurance product, although the investment practices and fund names may be 
similar, and the portfolio managers may be identical. Accordingly, the          
performance of the retail mutual fund is likely to be different from that of the
Underlying Fund, and Contract Owners should not compare the two.                

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We select the Underlying Funds offered through this Contract based on several   
criteria, including asset class coverage, the strength of the adviser's or      
sub-adviser'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 Underlying Fund's adviser or        
sub-adviser is one of our affiliates or whether the Underlying Fund, its        
adviser, its sub-adviser(s), or an affiliate will compensate us or our          
affiliates for providing certain administrative, marketing and other support    
services that would otherwise be provided by the Underlying Fund, the Underlying
Fund's investment adviser, or its distributor. In some cases, we have included  
Underlying Funds based on recommendations made by broker-dealer firms. When we  
develop a variable product in cooperation with a fund family or distributor     
(e.g., a "private label" product), we will generally include Underlying Funds   
based on recommendations made by the fund family or distributor, whose selection
criteria may differ from our selection criteria.                                

We review the Underlying Funds periodically and may remove an Underlying Fund or
limit its availability to new Purchase Payments and/or transfers of Contract    
Value if we determine that the Underlying Fund no longer meets one or more of   
the selection criteria, and/or if the Underlying Fund has not attracted         
significant allocations from owners. We do not provide investment advice and do 
not recommend or endorse any particular Underlying Fund.                        

In certain circumstances, our ability to remove or replace an Underlying Fund   
may be limited by the terms of a five-year agreement between MetLife, Inc.      
("MetLife") and Legg Mason, Inc. ("Legg Mason") relating to the use of certain  
Underlying Funds advised by Legg Mason affiliates. The agreement sets forth the 
conditions under which we can remove an Underlying Fund, which, in some cases,  
may differ from our selection criteria. In addition, during the term of the     
agreement, subject to our fiduciary and other legal duties, we are generally    
obligated in the first instance to consider Underlying Funds advised by Legg    
Mason affiliates in seeking to make a substitution for an Underlying Fund       
advised by a Legg Mason affiliate. The agreement was originally entered into on 
July 1, 2005 by MetLife and certain affiliates of Citigroup Inc. ("Citigroup")  
as part of MetLife's acquisition of The Travelers Insurance Company and The     
Travelers Life and Annuity Company from Citigroup. Legg Mason replaced the      
Citigroup affiliates as a party to the agreement when Citigroup sold its asset  
management business to Legg Mason.                                              

If investment in the Underlying Funds or a particular Underlying Fund is no     
longer possible, in our judgment becomes inappropriate for the purposes of the  
Contract, or for any other reason in our sole discretion, we may substitute     
another Underlying Fund or Underlying Funds without your consent. The           
substituted Underlying Fund(s) 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
Underlying Funds to allocations of Purchase Payments or Contract Value, or both,
at any time in our sole discretion.                                             

You will find detailed information about the Underlying Funds and their inherent
risks in the current prospectuses for the Underlying Funds. Since each option   
has varying degrees of risk, please read the prospectuses carefully. There is no
assurance that any of the Underlying Funds will meet its investment objectives. 
Contact your registered representative or call 1-800-842-9406 to request copies 
of the prospectuses.                                                            

ADMINISTRATIVE, MARKETING AND SUPPORT SERVICE FEES. As described above, an      
investment adviser (other than our affiliates MetLife Advisers, LLC and Met     
Investors Advisory LLC) or sub-adviser of an Underlying Fund, or its affiliates,
may compensate us and/or certain of our affiliates for administrative or other  
services relating to the Underlying Funds. The amount of this compensation is   
not deducted from Fund assets and does not decrease the Fund's investment       
return. The amount of the compensation is based on a percentage of assets of the
Underlying Fund attributable to the Contracts and certain other variable        
insurance products that we and our affiliates issue. These percentages differ   
and some advisers or sub-advisers (or other affiliates) may pay us more than    
others. These percentages currently range up to 0.50%. Additionally, an         
investment adviser or sub-adviser of an Underlying Fund or its affiliates may   
provide us with wholesaling services that assist in                             

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the distribution of the Contracts and may pay the Company and/or certain of our 
affiliates amounts to participate in sales meetings. These amounts may be       
significant and may provide the adviser or sub-adviser (or their affiliate) with
increased access to persons involved in the distribution of the Contracts.      

We and/or certain of our affiliated insurance companies are joint members of our
affiliated investment advisers MetLife Advisers, LLC and Met Investors Advisory 
LLC, which are organized as "limited liability companies." Our membership       
interests entitle us to profit distributions if the adviser makes a profit with 
respect to the advisory fees it receives from the Underlying Funds. We may      
benefit accordingly from assets allocated to the Underlying Funds to the extent 
they result in profits to the advisers. (See "Fee Table -- Underlying Fund Fees 
and Expenses" for information on the management fees paid by the Underlying     
Funds and the Statement of Additional Information for information on the        
management fees paid by the advisers to the sub-advisers.)                      

Certain Underlying Funds have adopted a Distribution Plan under Rule 12b-1 of   
the Investment Company Act of 1940. The Distribution Plan is described in more  
detail in the Underlying Fund's prospectus. (See "Fee Table -- Underlying Fund  
Fees and Expenses" and "Other Information -- Distribution of Variable Annuity   
Contracts.") The payments are deducted from the assets of the Underlying Funds  
and are paid to our distributor, MLI Distribution LLC. These payments decrease  
the Funds' investment return.                                                   

The agreement described above between MetLife and Legg Mason also obligates Legg
Mason affiliates to continue on their current terms certain arrangements under  
which we receive payments in connection with our provision of administrative,   
marketing or other support services to the Underlying Funds advised or          
sub-advised by Legg Mason affiliates.                                           

We make certain payments to American Funds Distributors, Inc., principal        
underwriter for the American Funds Insurance Series. (See "Other Information -- 
Distribution of Variable Annuity Contracts.")                                   

Each Underlying Fund has different investment objectives and risks. The         
Underlying Fund prospectuses contain more detailed information on each          
Underlying Fund investment strategy, investment adviser and fees. You may obtain
an Underlying Fund prospectus by calling 1-800-842-9368  or through your        
registered representative do not guarantee the investment results of the        
Underlying Funds.                                                               

The current Underlying Funds are listed below, along with their investment      
advisers and any subadviser:                                                    

                                                        [Enlarge/Download Table]

                FUNDING                               INVESTMENT                           INVESTMENT                
                OPTION                                 OBJECTIVE                        ADVISER/SUBADVISER           
-------------------------------------  --------------------------------------  --------------------------------------
                                                                                                                     
AIM VARIABLE INSURANCE FUNDS                                                                                         
   AIM V.I. Core Equity Fund+*         Seeks growth of capital.                A I M Advisors, Inc.                  

AMERICAN FUNDS INSURANCE SERIES                                                                                      
   American Funds Global Growth Fund   Seeks capital appreciation through      Capital Research and Management       
     - Class 2                         stocks.                                 Company                               
   American Funds Growth Fund - Class  Seeks capital appreciation through      Capital Research and Management       
     2                                 stocks.                                 Company                               
   American Funds Growth-Income Fund   Seeks both capital appreciation and     Capital Research and Management       
     - Class 2                         income.                                 Company                               
CREDIT SUISSE TRUST                                                                                                  
   Credit Suisse Trust Emerging        Seeks long-term growth of capital.      Credit Suisse Asset Management, LLC   
     Market Portfolio+                                                         Subadviser: Credit Suisse Asset       
                                                                               Management Limited (U.K.),            
                                                                               (Australia)                           
DREYFUS VARIABLE INVESTMENT FUND                                                                                     

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   Dreyfus Variable Investment Fund -   Seeks long-term capital growth           The Dreyfus Corporation           
     Appreciation Portfolio - Initial   consistent with the preservation of      Subadviser: Fayez Sarofim & Co.   
     Shares                             capital, with growth of current income                                     
                                        as a secondary objective.                                                  
   Dreyfus Variable Investment Fund -   Seeks capital growth.                    The Dreyfus Corporation           
     Developing Leaders Portfolio -                                                                                
     Initial Shares                                                                                                
FRANKLIN TEMPLETON VARIABLE INSURANCE                                                                              
   PRODUCTS TRUST                                                                                                  
   Templeton Developing Markets         Seeks long-term capital appreciation.    Templeton Asset Management Ltd.   
     Securities Fund - Class 2                                                                                     
   Templeton Foreign Securities Fund    Seeks long-term capital growth.          Templeton Investment Counsel, LLC 
     - Class 2                                                                   Subadviser: Franklin Templeton    
                                                                                 Investment Management Limited     
JANUS ASPEN SERIES                                                                                                 
   Global Life Sciences Portfolio -     Seeks long-term growth of capital.       Janus Capital Management LLC      
     Service Shares+                                                                                               
   Global Technology Portfolio -        Seeks long-term capital growth.          Janus Capital Management LLC      
     Service Shares                                                                                                
   Worldwide Growth Portfolio -         Seeks long-term growth of capital in a   Janus Capital Management LLC      
     Service Shares+                    manner consistent with the preservation                                    
                                        of capital.                                                                
LAZARD RETIREMENT SERIES, INC.                                                                                     
   Lazard Retirement Small Cap          Seeks long-term capital appreciation.    Lazard Asset Management LLC       
     Portfolio                                                                                                     
LEGG MASON PARTNERS VARIABLE                                                                                       
   PORTFOLIOS I, INC.                                                                                              
   Legg Mason Partners Variable All     Seeks capital appreciation.              Salomon Brothers Asset Management 
     Cap Portfolio - Class I                                                     Inc                               
   Legg Mason Partners Variable         Seeks long-term growth of capital.       Salomon Brothers Asset Management 
     Investors Portfolio                Secondarily, seeks current income.       Inc                               

   Legg Mason Partners Variable Large   Seeks long-term growth of capital.       Salomon Brothers Asset Management 
     Cap Growth Portfolio - Class I                                              Inc                               
   Legg Mason Partners Variable Small   Seeks long-term growth of capital.       Salomon Brothers Asset Management 
     Cap Growth Portfolio                                                        Inc                               
LEGG MASON PARTNERS VARIABLE                                                                                       
   PORTFOLIOS II                                                                                                   
   Legg Mason Partners Variable         Seeks capital appreciation.              Salomon Brothers Asset Management 
     Aggressive Growth Portfolio -                                               Inc                               
     Class I                                                                                                       
   Legg Mason Partners Variable         Seeks to correspond to the price and     TIMCO Asset Management Inc.       
     Equity Index Portfolio - Class II  yield performance of the S&P 500 Index.                                    
   Legg Mason Partners Variable         Seeks income and long-term capital       Salomon Brothers Asset Management 
     Growth and Income Portfolio -      growth.                                  Inc                               
     Class I                                                                                                       
LEGG MASON PARTNERS VARIABLE                                                                                       
   PORTFOLIOS III, INC.                                                                                            
   Legg Mason Partners Variable         Seeks high current income and to limit   Smith Barney Fund Management LLC  
     Adjustable Rate Income Portfolio   the degree of fluctuation of its net                                       
                                        asset value resulting from movements                                       
                                        in interest rates.                                                         

   Legg Mason Partners Variable         Seeks long term capital appreciation     Smith Barney Fund Management LLC  
     Social Awareness Stock Portfolio   and retention of net investment income.                                    

MET INVESTORS SERIES TRUST                                                                                         
   Batterymarch Mid-Cap Stock           Seeks growth of capital.                 Met Investors Advisory LLC        
     Portfolio - Class A                                                         Subadviser: Batterymarch Financial
                                                                                 Management, Inc.                  
   Federated High Yield Portfolio -     Seeks high current income.               Met Investors Advisory LLC        
     Class A                                                                     Subadviser: Federated Investment  
                                                                                 Management Company                
   Harris Oakmark International         Seeks long-term capital appreciation.    Met Investors Advisory LLC        
     Portfolio - Class A                                                         Subadviser: Harris Associates L.P.

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                                                        [Enlarge/Download Table]
                                                                                                                         
   Janus Capital Appreciation          Seeks capital appreciation.              Met Investors Advisory LLC               
     Portfolio - Class A                                                        Subadviser: Janus Capital                
                                                                                Management LLC                           
   Legg Mason Partners Managed Assets  Seeks high total return.                 Met Investors Advisory LLC               
     Portfolio - Class A                                                        Subadviser: Legg Mason Capital           
                                                                                Management, Inc.                         
   Lord Abbett Bond Debenture          Seeks high current income and the        Met Investors Advisory LLC               
     Portfolio - Class A               opportunity for capital appreciation to  Subadviser: Lord, Abbett & Co. LLC       
                                       produce a high total return.                                                      
   Lord Abbett Growth and Income       Seeks growth of capital and current      Met Investors Advisory LLC               
     Portfolio - Class B               income without excessive fluctuations    Subadviser: Lord, Abbett & Co. LLC       
                                       in the market value.                                                              
   Lord Abbett Mid-Cap Value           Seeks capital appreciation through       Met Investors Advisory LLC               
     Portfolio - Class B               investments, primarily in equity         Subadviser: Lord, Abbett & Co. LLC       
                                       securities which are believed to be                                               
                                       undervalued in the marketplace.                                                   
   Mercury Large-Cap Core Portfolio -  Seeks long-term capital growth.          Met Investors Advisory LLC               
     Class A                                                                    Subadviser: Merrill Lynch                
                                                                                Investment Managers, L.P.                
   Met/AIM Capital Appreciation        Seeks capital appreciation.              Met Investors Advisory LLC               
     Portfolio - Class A                                                        Subadviser:  AIM Capital                 
                                                                                Management, Inc.                         
   MFS Value Portfolio - Class A       Seeks capital appreciation and           Met Investors Advisory LLC               
                                       reasonable income.                       Subadviser: Massachusetts                
                                                                                Financial Services Company               
   Neuberger Berman Real Estate        Seeks to provide total return through    Met Investors Advisory LLC               
     Portfolio - Class A               investment in real estate securities,    Subadviser: Neuberger Berman             
                                       emphasizing both capital appreciation    Management, Inc.                         
                                       and current income.                                                               
   Pioneer Fund Portfolio - Class A    Seeks reasonable income and capital      Met Investors Advisory LLC               
                                       growth.                                                                           
                                                                                Subadviser: Pioneer Investment           
                                                                                Management, Inc.                         
   Pioneer Strategic Income Portfolio  Seeks a high level of current income.    Met Investors Advisory LLC               
     - Class A                                                                  Subadviser: Pioneer Investment           
                                                                                Management, Inc.                         
   Third Avenue Small Cap Value        Seeks long-term capital appreciation.    Met Investors Advisory LLC               
     Portfolio - Class B                                                        Subadviser: Third Avenue                 
                                                                                Management LLC                           
METROPOLITAN SERIES FUND, INC.                                                                                           
   BlackRock Aggressive Growth         Seeks maximum capital appreciation.      MetLife Advisers, LLC                    
     Portfolio - Class D                                                        Subadviser: BlackRock Advisors,          
                                                                                Inc.                                     
   BlackRock Bond Income Portfolio -   Seeks competitive total return           MetLife Advisers, LLC                    
     Class A                           primarily from investing in              Subadviser: BlackRock Advisors,          
                                       fixed-income securities.                 Inc.                                     
   BlackRock Money Market Portfolio -  Seeks a high level of current income     MetLife Advisers, LLC                    
     Class A                           consistent with preservation of capital. Subadviser: BlackRock Advisors,          
                                                                                Inc.                                     
   FI Large Cap Portfolio - Class A    Seeks long-term growth of capital.       MetLife Advisers, LLC                    
                                                                                Subadviser: Fidelity Management &        
                                                                                Research Company                         
   FI Value Leaders Portfolio - Class  Seeks long-term growth of capital.       MetLife Advisers, LLC                    
     D                                                                          Subadviser: Fidelity Management &        
                                                                                Research Company                         
   MFS Total Return Portfolio - Class  Seeks a favorable total return through   MetLife Advisers, LLC                    
     F                                 investment in a diversified portfolio.   Subadviser: Massachusetts                
                                                                                Financial Services Company               
   Oppenheimer Global Equity           Seeks capital appreciation.              MetLife Advisers, LLC                    
     Portfolio - Class B                                                        Subadviser: OppenheimerFunds, Inc.       
   T.Rowe Price Large Cap Growth       Seeks long-term growth of capital and,   MetLife Advisers, LLC                    
     Portfolio - Class B+*             secondarily, dividend income.            Subadviser: T. Rowe Price Associates Inc.

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                                                        [Enlarge/Download Table]
                                                                                                                   
   Western Asset Management High      Seeks high current income.                  MetLife Advisers, LLC            
     Yield Bond Portfolio - Class A                                               Subadviser: Western Asset        
                                                                                  Management Company               
   Western Asset Management U.S.      Seeks to maximize total return              MetLife Advisers, LLC            
     Government Portfolio - Class A   consistent with preservation of capital     Subadviser: Western Asset        
                                      and maintenance of liquidity.               Management Company               
PIMCO VARIABLE INSURANCE TRUST                                                                                     
   Real Return Portfolio -            Seeks maximum total return, consistent      Pacific Investment Management    
     Administrative Class             with preservation of capital and           Company LLC                       
                                      prudent investment management.                                               
   Total Return Portfolio -           Seeks maximum total return, consistent      Pacific Investment Management    
     Administrative Class             with preservation of capital and            Company LLC                      
                                      prudent investment management.                                               
PUTNAM VARIABLE TRUST                                                                                              
   Putnam VT Discovery Growth Fund -  Seeks long-term growth of capital.          Putnam Investment Management, LLC
     Class IB+                                                                                                     
   Putnam VT International Equity     Seeks capital appreciation.                 Putnam Investment Management, LLC
     Fund - Class IB+                                                                                              
   Putnam VT Small Cap Value Fund -   Seeks capital appreciation.                 Putnam Investment Management, LLC
     Class IB                                                                                                      
VAN KAMPEN LIFE INVESTMENT TRUST                                                                                   
   Comstock Portfolio Class II        Seeks capital growth and income through     Van Kampen Asset Management      
                                      investments in equity securities,                                            
                                      including common stocks, preferred                                           
                                      stocks and securities convertible into                                       
                                      common and preferred stocks.                                                 
   Enterprise Portfolio Class II+     Seeks capital appreciation through          Van Kampen Asset Management      
                                      investments in securities believed by the                                    
                                      portfolio's investment adviser to have                                       
                                      above-average potential for capital                                          
                                      appreciation.                                                                
VARIABLE INSURANCE PRODUCTS FUND                                                                                   
   VIP Contrafund(R) Portfolio -      Seeks long-term capital appreciation.       Fidelity Management & Research   
     Service Class 2                                                              Company                          
   VIP Dynamic Capital Appreciation   Seeks capital appreciation.                 Fidelity Management & Research   
     Portfolio - Service Class 2+                                                 Company                          
   VIP Mid Cap Portfolio - Service    Seeks long-term growth of capital.          Fidelity Management & Research   
     Class 2                                                                      Company                          

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

+     Closed to new investors.                                                

*     This closed Variable Funding Option has been subject to a merger,       
   substitution or a name change. Please see below for more information.

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ADDITIONAL INFORMATION REGARDING UNDERLYING FUNDS:                              

Underlying Fund Name Changes                                                    

                                                        [Enlarge/Download Table]

                         FORMER NAME                                          NEW NAME                             
                         -----------                                          --------                             
                                                                                                                   
GREENWICH STREET SERIES FUND                         LEGG MASON PARTNERS VARIABLE PORTFOLIOS II                    
   Equity Index Portfolio                               Legg Mason Partners Variable Equity Index Portfolio        
   Salomon Brothers Variable Aggressive Growth Fund     Legg Mason Partners Variable Aggressive Growth             
   Salomon Brothers Variable Growth & Income Fund       Portfolio                                                  
                                                        Legg Mason Partners Variable Growth and Income Portfolio   
SALOMON BROTHERS VARIABLE SERIES FUNDS INC.          LEGG MASON PARTNERS VARIABLE PORTFOLIOS I, INC.               
   All Cap Fund                                         Legg Mason Partners Variable All Cap Portfolio             
   Investors Fund                                       Legg Mason Partners Variable Investors Portfolio           
   Large Cap Growth Fund                                Legg Mason Partners Variable Large Cap Growth Portfolio    
   Small Cap Growth Fund                                Legg Mason Partners Variable Small Cap Growth Portfolio    

TRAVELERS SERIES FUND, INC.                          LEGG MASON PARTNERS VARIABLE PORTFOLIOS III, INC.             
   SB Adjustable Rate Income Portfolio                   Legg Mason Partners Variable Adjustable Rate Income       
                                                         Portfolio                                                 
    Social Awareness Stock Portfolio                  Legg Mason Partners Variable Social Awareness Stock Portfolio

UNDERLYING FUND MERGERS/REORGANIZATIONS                                         
The former Underlying Funds were merged with or reorganized into the new        
Underlying Funds.                                                               

                                                        [Enlarge/Download Table]

             FORMER UNDERLYING FUND                               NEW UNDERLYING FUND                     
--------------------------------------------------  ---------------------------------------------         
                                                                                                          
                                                     MET INVESTORS SERIES TRUST                           
    Capital Appreciation Fund                        Janus Capital Appreciation Portfolio                 
                                                     METROPOLITAN SERIES FUND, INC.                       
    High Yield Bond Trust                               Western Asset Management High Yield Bond Portfolio
    Managed Assets Trust                                Legg Mason Partners Managed Assets Portfolio      
    Money Market Portfolio                              Black Rock Money Market Portfolio                 
AIM VARIABLE INSURANCE FUND                          AIM VARIABLE INSURANCE FUND                          
    AIM V.I. Premier Equity Fund                        AIM V.I. Core Equity Fund                         
THE TRAVELERS SERIES TRUST                           MET INVESTORS SERIES TRUST                           
    AIM Capital Appreciation Portfolio                  Met/AIM Capital Appreciation Portfolio            
    Convertible Securities Portfolio                    Lord Abbett Bond Debenture Portfolio              
    Disciplined Mid Cap Stock                           Batterymarch Mid-Cap Stock Portfolio              
    Federated High Yield Portfolio                      Federated High Yield Portfolio                    
    Federated Stock Portfolio                           Lord Abbett Growth and Income Portfolio           
    Mercury Large-Cap Core Portfolio                    Mercury Large-Cap Core Portfolio                  
    MFS Value Portfolio                                 MFS Value Portfolio                               
    Mondrian International Stock Portfolio              Harris Oakmark International Portfolio            
    Pioneer Fund Portfolio                              Pioneer Fund Portfolio                            
    Pioneer Strategic Income Portfolio                  Pioneer Strategic Income Portfolio                
THE TRAVELERS SERIES TRUST                           METROPOLITAN SERIES FUND, INC.                       
    Equity Income Portfolio                             FI Value Leaders Portfolio                        
    Large Cap Portfolio                                 FI Large Cap Portfolio                            
    MFS Mid Cap Growth Portfolio                        BlackRock Aggressive Growth Portfolio             
    MFS Total Return Portfolio                          MFS Total Return Portfolio                        
    Strategic Equity Portfolio                          FI Large Cap Portfolio                            
    Travelers Quality Bond Portfolio                    BlackRock Bond Income Portfolio                   
    U.S. Government Securities Portfolio                Western Asset Management U.S. Government Portfolio


UNDERLYING FUND SUBSTITUTIONS                                               
The following new Underlying Funds were substituted for the former Underlying   
Funds.                                                                          

                                                        [Enlarge/Download Table]

          FORMER UNDERLYING FUND                               NEW UNDERLYING FUND                
--------------------------------------------------   ---------------------------------------------
                                                                                                  
ALLIANCEBERNSTEIN VARIABLE PRODUCT SERIES FUND, INC. METROPOLITAN SERIES FUND, INC.               
    AllianceBernstein Large Cap Growth Portfolio        T. Rowe Price Large Cap Growth Portfolio  

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                                                        [Enlarge/Download Table]
                                                                                                 
DELAWARE VIP TRUST                                    MET INVESTORS SERIES TRUST                 
   Delaware VIP REIT Series                              Neuberger Berman Real Estate Portfolio  
FAM VARIABLE SERIES FUNDS, INC.                       METROPOLITAN SERIES FUND, INC.             
    Mercury Global Allocation V.I. Fund                  Oppenheimer Global Equity Portfolio     
FAM VARIABLE SERIES FUNDS, INC.                       MET INVESTORS SERIES TRUST                 
   Mercury Value Opportunities V.I. Fund                 Third Avenue Small Cap Value Portfolio  
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST  MET INVESTORS SERIES TRUST                 
    Mutual Shares Securities Fund                        Lord Abbett Growth and Income Portfolio 
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST  METROPOLITAN SERIES FUND, INC.             
    Templeton Growth Securities Fund                     Oppenheimer Global Equity Portfolio     
JANUS ASPEN SERIES                                    METROPOLITAN SERIES FUND, INC.             
    Balanced Portfolio                                   MFS Total Return Portfolio              
LORD ABBETT SERIES FUND, INC.                         MET INVESTORS SERIES TRUST                 
     Growth and Income Portfolio                          Lord Abbett Growth and Income Portfolio
     Mid-Cap Value Portfolio                              Lord Abbett Mid-Cap Value Portfolio    
OPPENHEIMER VARIABLE ACCOUNT FUNDS                    MET INVESTORS SERIES TRUST                 
    Oppenheimer Main Street Fund/VA                      Lord Abbett Growth and Income Portfolio 

 FIXED ACCOUNT

We may offer our Fixed Account as a funding option. Please see Appendix C for   
more information.                                                               

CHARGES AND DEDUCTIONS

GENERAL                                                                         

We deduct the charges described below. The charges are for the service and      
benefits we provide, costs and expenses we incur, and risks we assume under the 
Contracts. Services and benefits we provide include:                            

  -     the ability for you to make withdrawals and surrenders under the
Contracts                                               

-     the death benefit paid on the death of the Contract Owner,    
Annuitant, or first of the joint owners                 

-     the available funding options and related programs (including 
    dollar-cost averaging, portfolio rebalancing, and systematic
withdrawal programs)                                    

     -     administration of the annuity options available under the Contracts
and                                                     

-     the distribution of various reports to Contract Owners        

Costs and expenses we incur include:                                            

-     losses associated with various overhead and other expenses    
           associated with providing the services and benefits provided by the
Contracts                                               

    -     sales and marketing expenses including commission payments to your
sales agent and                                         

-     other costs of doing business                                 

Risks we assume include:                                                        

 -     that Annuitants may live longer than estimated when the annuity
factors under the Contracts were established            

-     that the amount of the death benefit will be greater than the 
Contract Value and                                      

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 -     that the costs of providing the services and benefits under the
Contracts will exceed the charges deducted              

We may also deduct a charge for taxes.                                          

Unless otherwise specified, charges are deducted proportionately from all       
funding options in which you are invested.                                      

The amount of a charge may not necessarily correspond to the costs associated   
with providing the services or benefits indicated by the designated charge. For 
example, the withdrawal charge we collect may not fully cover all of the sales  
and distribution expenses we actually incur. The amount of any fee or charge is 
not impacted by an outstanding loan. We may also profit on one or more of the   
charges. We may use any such profits for any corporate purpose, including the   
payment of sales expenses.                                                      

WITHDRAWAL CHARGE                                                               

We do not deduct a sales charge from Purchase Payments when they are made to the
Contract. However, a withdrawal charge will apply if Purchase Payments are      
withdrawn before they have been in the Contract for seven years. We will assess 
the charge as a percentage of the Purchase Payment withdrawn as follows:        

                                                                [Download Table]

   YEARS SINCE PURCHASE PAYMENT MADE           WITHDRAWAL CHARGE 
------------------------------------------     ------------------
GREATER THAN OR EQUAL TO    BUT LESS THAN                        
                                                                 
        0 years                2 years                 6%        
        2 years                4 years                 5%        
        4 years                5 years                 4%        
        5 years                6 years                 3%        
        6 years                7 years                 2%        
        7+ years                                       0%        

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For purposes of the withdrawal charge calculation, withdrawals are deemed to be 
taken first from:                                                               

 (a)   any Purchase Payment to which no withdrawal charge applies then

     (b)   any remaining free withdrawal allowance (as described below) (after
being reduced by (a)), then                             

     (c)   any remaining Purchase Payment to which a withdrawal charge applies
(on a first-in, first-out basis), then                  

(d)   any Contract earnings                                         

Unless you instruct us otherwise, we will deduct the withdrawal charge from the 
amount requested.                                                               

We will not deduct a withdrawal charge if Purchase Payments are distributed:    

  -     due to the death of the Contract Owner or the Annuitant (with no
Contingent Annuitant surviving)                         

-     if an annuity payout has begun                                

-     if an income option of at least five year's duration is begun 

    -     due to a minimum distribution under our minimum distribution rules
then in effect                                          

FREE WITHDRAWAL ALLOWANCE                                                       

Beginning in the second Contract Year, you may withdraw up to 10% of the        
Contract Value annually. We calculate the available withdrawal amount as of the 
end of the previous Contract Year. The free withdrawal provision applies to     
partial withdrawals only.                                                       

Any withdrawal is subject to federal income taxes on the taxable portion. In    
addition, a 10% federal penalty may be assessed on any withdrawal if the        
Contract Owner is under age 59 1/2. You should consult with your tax adviser    
regarding the tax consequences of a withdrawal.                                 

ADMINISTRATIVE CHARGES                                                          

There are two administrative charges: the $30 annual Contract administrative    
charge and the administrative expense charge. We will deduct the annual Contract
administrative charge on the fourth Friday of each August. This charge          
compensates us for expenses incurred in establishing and maintaining the        
Contract and we will prorate this charge (i.e. calculate) from the date of      
purchase. We will also prorate this charge if you surrender your Contract, or if
we terminate your Contract. We will not deduct a Contract administrative charge 
from the Fixed Account or:                                                      

(1)   from the distribution of death proceeds                       

(2)   after an annuity payout has begun or                          

      (3)   if the Contract Value on the date of assessment equals or is greater
than $40,000                                            

We deduct the administrative expense charge (sometimes called "Subaccount       
administrative charge") on each business day from amounts allocated to the      
Variable Funding Options to compensate the Company for certain related          
administrative and operating expenses. The charge equals, on an annual basis,   
0.15% of the daily net asset value allocated to each of the Variable Funding    
Options, and is reflected in our accumulation and Annuity Unit value            
calculations.                                                                   

MORTALITY AND EXPENSE RISK CHARGE                                               

Each business day, we deduct a mortality and expense risk ("M&E") charge from   
amounts we hold in the Variable Funding Options. We reflect the deduction in our
calculation of accumulation and Annuity Unit values. The charges stated are the 
maximum for this product, and are equal to 1.25% annually. We reserve the right 
to lower this charge at any time. This charge compensates the                   

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Company for risks assumed, benefits provided and expenses incurred, including   
the payment of commissions to your sales agent.                                 

VARIABLE LIQUIDITY BENEFIT CHARGE                                               

If the Variable Liquidity Benefit is selected, there is a maximum charge of 6%  
of the amounts withdrawn. This charge is not assessed during the accumulation   
phase.                                                                          

We will assess the charge as a percentage of the total benefit received as      
follows:                                                                        

                                                                [Download Table]

  YEARS SINCE INITIAL PURCHASE PAYMENT        WITHDRAWAL CHARGE
-----------------------------------------     -----------------
GREATER THAN OR EQUAL TO    BUT LESS THAN                      
                                                               
      0 years                  2 years                6%       
      2 years                  4 years                5%       
      4 years                  5 years                4%       
      5 years                  6 years                3%       
      6 years                  7 years                2%       
      7+ years                                        0%       

Please refer to Payment Options for a description of this benefit.              

ENHANCED STEPPED-UP PROVISION ("E.S.P.") CHARGE                                 

If the E.S.P. option is selected, a charge is deducted each business day from   
amounts held in the Variable Funding Options. The charge equals, on an annual   
basis, 0.20% of the amounts held in each funding option. The E.S.P. option is   
available if the owner and Annuitant are both under age 76 on the Contract Date.

GUARANTEED MINIMUM WITHDRAWAL BENEFIT CHARGE                                    

If you elect to add a GMWB rider to your Contract, a charge is deducted each    
business day from amounts held in the Variable Funding Options. The charge      
depends on which GWMB rider you select. The current charge for each rider is as 
follows: GMWB I: 0.40%; GMWB II: 0.50%; and GMWB III: 0.25%. Your current charge
will not change unless you are able to reset your benefits, at which time we may
modify the charge, which will never exceed 1.00%.                               

VARIABLE FUNDING OPTION EXPENSES                                                

We summarized the charges and expenses of the Underlying Funds in the fee table.
Please review the prospectus for each Underlying Fund for a more complete       
description of that fund and its expenses. Underlying Fund expenses are not     
fixed or guaranteed and are subject to change by the Fund.                      

PREMIUM TAX                                                                     

Certain state and local governments charge premium taxes ranging from 0% to     
3.5%, depending upon jurisdiction. We are responsible for paying these taxes and
will determine the method used to recover premium tax expenses incurred. We will
deduct any applicable premium taxes from your Contract Value either upon death, 
surrender, annuitization, or at the time you make Purchase Payments to the      
Contract, but no earlier than when we have a tax liability under state law.     

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE                                    

If there is any change in a law assessing taxes against the Company based upon  
premiums, Contract gains or value of the Contract, we reserve the right to      
charge you proportionately for this tax.                                        

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 TRANSFERS

Subject to the limitations described below, you may transfer all or part of your
Contract Value between Variable Funding Options at any time up to 30 days before
the Maturity Date. After the Maturity Date, you may make transfers only if      
allowed by your Contract or with our consent. Transfer requests received at our 
Home Office that are in good order before the close of the New York Stock       
Exchange (NYSE) will be processed according to the value(s) next computed       
following the close of business. Transfer requests received on a non-business   
day or after the close of the NYSE will be processed based on the value(s) next 
computed on the next business day.                                              

Where permitted by state law, we reserve the right to restrict transfers from   
the Variable Funding Options to the Fixed Account whenever the credited interest
rate on the Fixed Account is equal to the minimum guaranteed interest rate      
specified under the Contract.                                                   

Since each Underlying Fund may have different overall expenses, a transfer of   
Contract Values from one Variable Funding Option to another could result in your
investment becoming subject to higher or lower expenses. Also, when making      
transfers, you should consider the inherent risks associated with the Variable  
Funding Options to which your Contract Value is allocated.                      

MARKET TIMING/EXCESSIVE TRADING                                                 

Frequent requests from Contract Owners to transfer Contract Value may dilute the
value of an Underlying Fund'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 Underlying Fund and the reflection of   
that change in the Underlying Fund's share price ("arbitrage trading").         
Regardless of the existence of pricing inefficiencies, frequent transfers may   
also increase brokerage and administrative costs of the Underlying Funds and may
disrupt management strategy, requiring an Underlying Fund 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 Underlying Funds, 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 Underlying Funds, i.e., the Western    
Asset Management High Yield Bond Portfolio, American Funds Global Growth Fund,  
Credit Suisse Trust Emerging Market Portfolio, Dreyfus VIF Developing Leaders   
Portfolio, Oppenheimer Global Equity Portfolio, Third Avenue Small Cap Growth   
Portfolio, Templeton Developing Markets Securities Fund, Templeton Foreign      
Securities Fund, Templeton Growth Securities Fund, Janus Aspen Series Global    
Technology Portfolio, Janus Aspen Series Worldwide Growth Portfolio, Lazard     
Retirement Small Cap Portfolio, Putnam VT International Equity Portfolio, Putnam
VT Small Cap Value Fund, Legg Mason Partners Variable Small Cap Growth          
Portfolio, Lord Abbett Bond Debenture Portfolio, Federated High Yield Portfolio,
Harris Oakmark International Portfolio and Pioneer Strategic Income Portfolio   
(the "Monitored Portfolios"), and we monitor transfer activity in those         
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 of the Monitored Portfolios, in a   
three-month period there were two or more "round-trips" of a certain dollar     
amount or greater. A round-trip is defined as a transfer in followed by a       
transfer out within the next 10 calendar days, or a transfer out followed by a  
transfer in within the next 10 calendar days. In the case of a Contract that has
been restricted previously, a single round-trip of a certain dollar amount or   
greater will trigger the transfer restrictions described below.                 

We do not believe that other Underlying Funds present a significant opportunity 
to engage in arbitrage trading and therefore do not monitor transfer activity in
those Underlying Funds. We may change the Monitored Portfolios at any time      
without notice in our sole discretion. In addition to monitoring transfer       

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activity in certain Underlying Funds, we rely on the Underlying Funds to bring  
any potential disruptive trading activity they identify to our attention for    
investigation on a case-by-case basis. We will also investigate 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 will exercise our contractual right to    
restrict your number of transfers to one every six months. In addition, we also 
reserve the right, but do not have the obligation, to further restrict the right
to request transfers by any market timing firm or any other third party who has 
been authorized to initiate transfers on behalf of multiple Contract Owners. We 
may, among other things:                                                        

-     reject the transfer instructions of any agent acting under a power of     
attorney on behalf of more than one Owner, or                       

-     reject the transfer or exchange instructions of individual Owners who have
executed pre-authorized transfer forms which are submitted by market
 timing firms or other third parties on behalf of more than one Owner.

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      
Underlying Funds 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     
Underlying Fund and there are no arrangements in place to permit any Contract   
Owner to engage in market timing; we apply our policies and procedures without  
exception, waiver, or special arrangement.                                      

The Underlying Funds 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,        
Underlying Funds may assess a redemption fee (which we reserve the right to     
collect) on shares held for a relatively short period. The prospectuses for the 
Underlying Funds describe any such policies and procedures, which may be more or
less restrictive than the policies and procedures we have adopted. Contract     
Owners and other persons with interests in the Contracts should be aware that we
currently may not have the contractual obligation or the operational capacity to
apply the frequent trading policies and procedures of the Underlying Funds.     
However, under rules recently adopted by the Securities and Exchange Commission,
effective October 16, 2006 we will be required to (1) enter into a written      
agreement with each Underlying Fund or its principal underwriter that will      
obligate us to provide to the Underlying Fund promptly upon request, certain    
information about trading activity of individual Contract Owners, and (2)       
execute instructions from the Underlying Funds to restrict or prohibit further  
Purchase Payments or transfers by specific Contract Owners who violate the      
frequent trading policies established by the Underlying Fund.                   

In addition, Contract Owners and other persons with interests in the Contracts  
should be aware that some Underlying Funds may receive "omnibus" purchase and   
redemption orders from other insurance companies or intermediaries such as      
retirement plans. 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 Underlying Funds 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 

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such policies and procedures because of contractual limitations. For these      
reasons, we cannot guarantee that the Underlying Funds (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 Underlying Funds.      

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 Underlying Funds, 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 Underlying Fund prospectuses for more details.              

DOLLAR COST AVERAGING                                                           

Dollar cost averaging or the pre-authorized transfer program (the "DCA Program")
allows you to transfer a set dollar amount to other funding options on a monthly
or quarterly basis during the accumulation phase of the Contract. Using this    
method, you will purchase more Accumulation Units in a funding option if the    
value per unit is low and will purchase fewer Accumulation Units if the value   
per unit is high. Therefore, you may achieve a lower-than-average cost per unit 
in the long run if you have the financial ability to continue the program over a
long enough period of time. Dollar cost averaging does not assure a profit or   
protect against a loss.                                                         

You may elect the DCA Program through Written Request or other method acceptable
to us. You must have a minimum total Contract Value of $5,000 to enroll in the  
DCA Program. The minimum amount that may be transferred through this program is 
$400. There is no additional fee to participate in the DCA program.             

You may establish pre-authorized transfers of Contract Values from the Fixed    
Account, subject to certain restrictions. Under the DCA Program, automated      
transfers from the Fixed Account may not deplete your Fixed Account Value in    
less than twelve months from your enrollment in the DCA Program.                

In addition to the DCA Program, within the Fixed Account, we may credit         
increased interest rates to Contract Owners under an administrative Special DCA 
Program established at our discretion, depending on availability and state law. 
Under this program, the Contract Owner may pre-authorize level transfers to any 
of the funding options under either a 6 Month, 12 Month or 24 Month Program. The
Programs will generally have different credited interest rates. Under each      
Program, the interest rate can accrue up to the applicable number of months on  
the remaining amounts in the Special DCA Program and we must transfer all       
Purchase Payments and accrued interest on a level basis to the selected funding 
options in the applicable time period. For example, under the 12 Month Program, 
the interest rate can accrue up to 12 months on the remaining amounts in the    
Special DCA Program and we must transfer all Purchase Payments and accrued      
interest in this Program on a level basis to the selected funding options in 12 
months.                                                                         

The pre-authorized transfers will begin after the initial Program Purchase      
Payment and complete enrollment instructions are received by the Company. If we 
do not receive complete Program enrollment instructions within 15 days of       
receipt of the initial Program Purchase Payment, the entire balance in the      
Program will be transferred into the Money Market Variable Funding Option.      

You may start or stop participation in the DCA Program at any time, but you must
give the Company at least 30 days' notice to change any automated transfer      
instructions that are currently in place. If you stop the Special DCA Program   
and elect to remain in the Fixed Account, we will credit your Contract Value for
the remainder of 6 or 12 months with the interest rate for non-Program funds.   

You may only have one DCA Program or Special DCA Program in place at one time.  
We will allocate any subsequent Purchase Payments we receive within the Program 
period selected to the                                                          

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current funding options over the remainder of that Program transfer period,     
unless you direct otherwise.                                                    

All provisions and terms of the Contract apply to the DCA and Special DCA       
Programs, including provisions relating to the transfer of money between funding
options. Transfers made under any DCA Program will not be counted for purposes  
of restrictions we may impose on the number of transfers permitted under the    
Contract. We reserve the right to suspend or modify transfer privileges at any  
time and to assess a processing fee for this service. If the Fixed Account is   
not available as a funding option, you may still participate in the DCA program.

ACCESS TO YOUR MONEY

Any time before the Maturity Date, you may redeem all or any portion of the Cash
Surrender Value, that is, the Contract Value less any withdrawal charge,        
outstanding loans, and any premium tax not previously deducted. Unless you      
submit a Written Request specifying the fixed or Variable Funding Option(s) from
which we are to withdraw amounts, we will make the withdrawal on a pro rata     
basis. We will determine the Cash Surrender Value as of the close of business   
after we receive your surrender request at our Home Office. The Cash Surrender  
Value may be more or less than the Purchase Payments you made. You may not make 
withdrawals during the annuity period.                                          

For amounts allocated to the Variable Funding Options, we may defer payment of  
any Cash Surrender Value for a period of up to five business days after the     
Written Request is received. For amounts allocated to the Fixed Account, we may 
defer payment of any Cash Surrender Value for a period up to six months. In     
either case, it is our intent to pay as soon as possible. We cannot process     
requests for withdrawals that are not in good order. We will contact you if     
there is a deficiency causing a delay and will advise what is needed to act upon
the withdrawal request.                                                         

If your Contract is issued as part of a 403(b) plan, there are restrictions on  
your ability to make withdrawals from your Contract. You may not withdraw       
contributions or earnings made to your Contract after December 31, 1988 unless  
you are (a) age 59 1/2, (b) no longer employed, (c) deceased, (d) disabled, or  
(e) experiencing a financial hardship. Even if you are experiencing a financial 
hardship, you may only withdraw contributions, not earnings. You should consult 
with your tax adviser before making a withdrawal from your Contract.            

SYSTEMATIC WITHDRAWALS                                                          

Before the Maturity Date, you may choose to withdraw a specified dollar amount  
(at least $100) on a monthly, quarterly, semiannual or annual basis. We will    
deduct any applicable premium taxes and withdrawal charge. To elect systematic  
withdrawals, you must have a Contract Value of at least $15,000 and you must    
make the election on the form we provide. We will surrender Accumulation Units  
pro rata from all funding options in which you have an interest, unless you     
instruct us otherwise. You may begin or discontinue systematic withdrawals at   
any time by notifying us in writing, but you must give at least 30 days' notice 
to change any systematic withdrawal instructions that are currently in place.   

We reserve the right to discontinue offering systematic withdrawals or to assess
a processing fee for this service upon 30 days' written notice to Contract      
Owners (where allowed by state law).                                            

Each systematic withdrawal is subject to federal income taxes on the taxable    
portion. In addition, a 10% federal penalty tax may be assessed on systematic   
withdrawals if the Contract Owner is under age 59 1/2. There is no additional   
fee for electing systematic withdrawals. You should consult with your tax       
adviser regarding the tax consequences of systematic withdrawals.               

LOANS                                                                           

Loans may be available under your Contract. Loans may only be taken against     
funds allocated or transferred to the Fixed Account. If available, all loan     
provisions are described in your Contract or                                    

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loan agreement. You may not elect the GMWB benefit and have a loan on your      
Contract at the same time. If you anticipate needing a loan, you should not     
purchase the GMWB benefit.                                                      

OWNERSHIP PROVISIONS

TYPES OF OWNERSHIP                                                              

CONTRACT OWNER                                                                  

The Contract belongs to the Contract Owner named in the Contract (on the        
Contract Specifications page), or to any other person to whom you subsequently  
assign the Contract. You may only make an assignment of ownership or a          
collateral assignment for Non-qualified Contracts. You have sole power during   
the Annuitant's lifetime to exercise any rights and to receive all benefits     
given in the Contract provided you have not named an irrevocable beneficiary and
provided you have not assigned the Contract.                                    

You receive all payments while the Annuitant is alive unless you direct them to 
an alternate recipient. An alternate recipient does not become the Contract     
Owner.                                                                          

If this Contract is purchased by a beneficiary of another contract who directly 
transferred the death proceeds due under that contract, he/she will be granted  
the same rights the owner has under the Contract except that he/she cannot      
transfer ownership, take a loan or make additional Purchase Payments.           

Joint Owner. For Non-qualified Contracts only, you may name joint owners (e.g., 
spouses) in a Written Request before the Contract is in effect. Joint owners may
independently exercise transfers allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal shares of any
benefits accruing or payments made to them.                                     

BENEFICIARY                                                                     

You name the beneficiary in a Written Request. The beneficiary has the right to 
receive any death benefit proceeds remaining under the Contract upon the death  
of the Annuitant or the Contract Owner. If more than one beneficiary survives   
the Annuitant or Contract Owner, they will share equally in benefits unless you 
recorded different shares with the Company by Written Request before the death  
of the Annuitant or Contract Owner. In the case of a non-spousal beneficiary or 
a spousal beneficiary who has not chosen to assume the Contract, we will not    
transfer or otherwise remove the death benefit proceeds from either the Variable
Funding Options or the Fixed Account, as most recently elected by the Contract  
Owner, until the Death Report Date.                                             

Unless you have named an irrevocable beneficiary you have the right to change   
any beneficiary by Written Request during the lifetime of the Annuitant and     
while the Contract continues.                                                   

ANNUITANT                                                                       

The Annuitant is designated in the Contract (on the Contract Specifications     
page), and is the individual on whose life the Maturity Date and the amount of  
the monthly Annuity Payments depend. You may not change the Annuitant after your
Contract is in effect.                                                          

Contingent Annuitant. You may name one individual as a Contingent Annuitant. A  
Contingent Annuitant may not be changed, deleted or added to the Contract after 
the Contract Date. If the Annuitant who is not the owner dies prior to the      
Maturity Date, and the Contingent Annuitant is still living:                    

  -     the death benefit will not be payable upon the Annuitant's death

-     the Contingent Annuitant becomes the Annuitant and            

-     all other rights and benefits will continue in effect         

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When a Contingent Annuitant becomes the Annuitant, the Maturity Date remains the
same as previously in effect.                                                   

If the Annuitant is also the owner, a death benefit is paid to the beneficiary  
regardless of whether or not there is a Contingent Annuitant.                   

 LIVING BENEFITS

GUARANTEED MINIMUM WITHDRAWAL BENEFIT ("GMWB" OR "PRINCIPAL GUARANTEE")         

For an additional charge, you may elect an optional rider for your Contract that
provides a Guaranteed Minimum Withdrawal Benefit, or "GMWB". A GMWB rider is    
designed to protect your investment from poor market performance, as long as you
do not withdraw more than a certain amount from your Contract each year.        

AVAILABILITY AND ELIGIBILITY We offer different GMWB riders so that you can     
choose the level of benefits and costs that makes the most sense for you. This  
prospectus offers three different GMWB riders, and the availability of each     
depends on when you purchase your Contract and your state of residence. The     
three GMWB riders described in this prospectus are called "GMWB I", "GMWB II",  
and "GMWB III"; we may refer to any one of these as GMWB. The availability of   
each rider is shown below.                                                      

                                                        [Enlarge/Download Table]

NAME OF RIDER:                        GMWB I                                 GMWB II                     GMWB III         
                                                                                                                          
ALSO CALLED:                         Principal                              Principal                   Principal         
                                     Guarantee                              Guarantee                Guarantee Value      
AVAILABILITY:    Not available for purchase on or after March 21,     Available on or after       Available on or after   
                2005, unless GMWB II is not approved in your state  March 21, 2005 if approved  March 21, 2005 if approved
                                                                          in your state               in your state       

You may elect a GMWB rider only at the time of your initial purchase of the     
Contract. You may not elect a GMWB rider if you have also elected the GMAB rider
offered under this Contract. You may not elect a GMWB rider if you have a loan  
outstanding, and you may not take out a loan if you elect a GMWB rider.         

REMAINING BENEFIT BASE ("RBB") For all GMWB riders, the amount of your          
investment that is guaranteed is called the "remaining benefit base" or "RBB."  
Your initial RBB is equal to your initial Purchase Payment if you elect GMWB    
when you purchase your Contract. The RBB is not a lump sum guarantee, rather, it
is the amount that we guarantee to return to you through a series of payments   
that annually do not exceed a percentage of your RBB.                           

ANNUAL WITHDRAWAL BENEFIT ("AWB") The annual percentage of your RBB that is     
available for withdrawal is called the "annual withdrawal benefit" or "AWB".    
Each year you may take withdrawals that do not exceed your AWB until your RBB is
depleted. Each year you may take your AWB monthly, annually, or on any payment  
schedule you request. You may take withdrawals in any dollar amount up to your  
AWB without affecting your guarantee. If you choose to receive only a part of,  
or none of, your AWB in any given year, your AWB in any subsequent year will not
be increased. In that case you are choosing to deplete your RBB over a longer   
period of time.                                                                 

The AWB is a percentage of your RBB and depends on which GMWB rider you select. 
Your initial AWB is calculated as a percentage of the RBB immediately before    
your first withdrawal:                                                          

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                                                        [Enlarge/Download Table]

                                                                                                   GMWB I     GMWB II    GMWB III 
                                                                                                 ----------  ----------  ---------
                                                                                                                                  
If you make your first withdrawal BEFORE the 3rd anniversary after you purchase GMWB:...........  5% of RBB   5% of RBB  5% of RBB
If you make your first withdrawal AFTER the 3rd anniversary after you purchase GMWB:............ 10% of RBB  10% of RBB  5% of RBB

ADDITIONAL PREMIUM Currently, additional Purchase Payments serve to increase    
your RBB and AWB. After each Purchase Payment your new RBB equals your RBB      
immediately prior to the Purchase Payment plus the dollar amount of the Purchase
Payment. Your new AWB is equal to the AWB immediately prior to the Purchase     
Payment, plus a percentage of the Purchase Payment. We use the same percentage  
as that used to calculate your original AWB as shown above.                     

We reserve the right not to include additional Purchase Payments into the       
calculation of the RBB or AWB.                                                  

WITHDRAWALS When you make a withdrawal, your AWB remains the same as long as the
sum of all of your withdrawals since the most recent anniversary of your        
purchase or reset of GMWB (or "GMWB Anniversary"), including the current        
withdrawal, does not exceed your AWB immediately prior to the current           
withdrawal. In such case your RBB is decreased to equal the RBB immediately     
prior to the withdrawal, less the dollar amount of the current withdrawal.      

However, if you make a withdrawal so that the total of all your withdrawals     
since your GMWB anniversary, including the current withdrawal, exceeds your AWB 
immediately prior to the current withdrawal, we will recalculate both your RBB  
and AWB. The recalculation depends on which GMWB rider you select:              

IF YOU SELECT GMWB II OR GMWB III:                                              

   -     To recalculate your RBB, we reduce your RBB by the greater of the
  dollar amount of your withdrawal, or a "partial withdrawal
           reduction". The partial withdrawal reduction is equal to 1) the RBB
            in effect immediately prior to the current withdrawal, multiplied by
          2) the amount of the current withdrawal divided by 3) the Contract
Value immediately prior to the current withdrawal.      

     -     To recalculate your AWB, we reduce your AWB by a partial withdrawal
           reduction, which is equal to 1) the AWB in effect immediately prior
       to the current withdrawal, multiplied by 2) the RBB immediately
           after the withdrawal divided by 3) the RBB immediately prior to the
current withdrawal.                                     

IF YOU PURCHASED GMWB I:                                                        

      -     To recalculate your RBB, we reduce your RBB by a "partial withdrawal
           reduction". The partial withdrawal reduction is equal to 1) the RBB
            in effect immediately prior to the current withdrawal, multiplied by
          2) the amount of the current withdrawal divided by 3) the Contract
Value immediately prior to the current withdrawal.      

     -     To recalculate your AWB, we reduce your AWB by a partial withdrawal
           reduction, which is equal to 1) the AWB in effect immediately prior
       to the current withdrawal, multiplied by 2) the RBB immediately
           after the withdrawal divided by 3) the RBB immediately prior to the
current withdrawal.                                     

We will waive any surrender charge on amounts that you withdraw up to your AWB, 
or on amounts up to the amount withdrawn under our Managed Distribution Program,
even if such annual amount withdrawn is greater than your free withdrawal       
allowance.                                                                      

WITHDRAWAL EXAMPLES The following examples are intended to illustrate the effect
of withdrawals on your RBB and AWB, depending on which GMWB rider you select.   
Assume your initial RBB is $100,000, your age is less than 70, and you take a   
withdrawal of $10,000 after your first GMWB Anniversary:                        

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 WITHDRAWAL EXAMPLE FOR GMWB II AND GMWB III

                                                        [Enlarge/Download Table]

                                 ASSUMES 15% GAIN ON INVESTMENT                     ASSUMES 15% LOSS ON INVESTMENT         
                          CONTRACT                                         CONTRACT                                        
                            VALUE          RBB               AWB (5%)        VALUE          RBB               AWB (5%)     
                         ---------  ------------------  -----------------  --------  -----------------  -------------------
                                                                                                                           
VALUES AS OF                                                                                                               

INITIAL GMWB PURCHASE    $100,000      $100,000             $5,000         $100,000     $100,000              $5,000       
IMMEDIATELY PRIOR TO                                                                                                       
 WITHDRAWAL              $115,000      $100,000             $5,000         $ 85,000     $100,000              $5,000       
PARTIAL WITHDRAWAL                                                                                                         
 REDUCTION                    N/A      (100,000          [5,000 X (1-           N/A     (100,000              [5,000 X     
 (PWR)                              X 10,000/115,000)=  90,000/100,000)]=            X 10,000/85,000)=  (1-88,235/100,000)]
                                          8,696                500                      $ 11,765              = $588       
GREATER OF PWR OR THE                                                                                                      
 DOLLAR AMOUNT OF                      $ 10,000                                         $ 11,765                           
 THE WITHDRAWAL                                                                                                            

                                      (10,000>8,696)                                                                       
                                                                                      (11,765>10,000)                      

CHANGE IN VALUE DUE TO                                                                                                     
WITHDRAWAL (PARTIAL                                                                                                        
SURRENDER REDUCTION)     $ 10,000      $ 10,000             $  500         $ 10,000     $ 11,765              $  588       

VALUE IMMEDIATELY AFTER                                                                                                    
WITHDRAWAL               $105,000      $ 90,000             $4,500         $ 75,000     $ 88,235              $4,412       

WITHDRAWAL EXAMPLE FOR GMWB I 

                                                        [Enlarge/Download Table]

                                ASSUMES 15% GAIN ON INVESTMENT                         ASSUMES 15% LOSS ON INVESTMENT             
                        CONTRACT                                          CONTRACT                                                
                          VALUE            RBB               AWB (5%)       VALUE          RBB                    AWB (5%)        
                        --------   ------------------- ------------------ --------  -----------------   --------------------------
                                                                                                                                  
VALUES AS OF                                                                                                                      

INITIAL GMWB PURCHASE   $100,000        $100,000             $5,000       $100,000       $100,000                $5,000           
IMMEDIATELY PRIOR TO                                                                                                              
 WITHDRAWAL             $115,000        $100,000             $5,000       $ 85,000       $100,000                $5,000           
IMMEDIATELY AFTER                                                                                                                 
 WITHDRAWAL             $105,000          91,304             $4,565       $ 75,000       $ 88,235                $4,412           

                                   [100,000 - (100,000  [5,000 - (5,000             [100,000 - (100,000 [5,000 X (88,235/100,000)]
                                   X 10,000/115,000)]  X 91,304/100,000)]            X 10,000/85,000)]                            
CHANGE IN VALUE DUE TO                                                                                                            
WITHDRAWAL (PARTIAL                                                                                                               
SURRENDER REDUCTION)    $ 10,000         $ 8,696             $  435       $ 10,000       $ 11,265                $  588           

TAX-QUALIFIED DISTRIBUTION PROGRAMS (GMWB II AND GMWB III ONLY) If you select   
GMWB II or GMWB III, subject to certain limitations and restrictions, your AWB  
will not incur a recalculation as a result of distributions taken under certain 
eligible Tax-Qualified Distribution Programs ("Tax-Qualified Distribution       
Programs"). Instead, such distributions will reduce the RBB by the amount of the
withdrawal, and will not affect the AWB.                                        

For purposes of GMWB II and GMWB III, the following Tax-Qualified Distribution  
Programs are eligible. Only certain types of distribution methods are eligible  
as described below. Please consult with your tax adviser to make sure you are   
eligible:                                                                       

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     -     Distributions intended to satisfy the required minimum distribution
            rules under Internal Revenue Code ("Code") Section 401(a)(9) and the
       Treasury Regulations promulgated thereunder, as applicable, to:

 -     a qualified retirement plan (Code Section 401),

-     a tax-sheltered annuity (Code Section 403(b)),

          -     an individual retirement account (Code Sections 408(a)),

            -     an individual retirement annuity (Code Section 408(b)), or

            -     a qualified deferred compensation plan (Code Section 457).

          Required minimum distribution must be calculated using the Uniform
           Life Table (described in Treasury Regulation Section 1.401(a)(9)-9,
     Q&A-2) and/or the Joint and Last Survivor Table (described in
  Treasury Regulation Section 1.401(a)(9)-9, Q&A-3), and for
       distributions where the employee (owner) dies before the entire
interest is distributed as described in Code Section    
           401(a)(9)(B)(iii) calculated using the Single Life Table (described
            in Treasury Regulation Section 1.401(a)(9)-9, Q&A-1), as appropriate
(each table as in effect as of January 1, 2004).        

        -     Distributions intended to satisfy the exception under Code
               Section 72(s)(2) to the required minimum distribution rules
               which apply after the death of the holder of a nonqualified
             annuity contract provided under Code Section 72(s)(1) for
         certain amounts payable over the life of a designated
beneficiary;                                

        -     Distributions intended to satisfy the exception under Code
                Section 72(t)(2)(A)(iv) from the 10% additional tax on early
                 distributions from qualified retirement plans imposed by Code
             Section 72(t)(1) for certain amounts payable as part of a
                series of substantially equal periodic payments made for the
                life (or life expectancy) of the employee or the joint lives
         (or joint life expectancies) of such employee and his
                designated beneficiary, provided, however, the amount of the
                  substantially equal periodic payments must be calculated under
             the required minimum distribution method set forth in the
             Internal Revenue Service Notice 89-25, 1989-1 C.B. 662 in
               Q&A-12 as amended by Revenue Ruling 2002-62, 2002-42 I.R.B.
               710 (substantially equal periodic payments calculated under
            the fixed annuitization method or the fixed amortization
          method described in Q&A-12 of Notice 89-25 will not be
        considered a Tax-Qualified Distribution Program); or

        -     Distributions intended to satisfy the exception under Code
            Section 72(q)(2)(D) from the 10% additional tax on early
                distributions from nonqualified annuity contracts imposed by
                  Code Section 72(q)(1) for certain amounts payable as part of a
                series of substantially equal periodic payments made for the
             life (or life expectancy) of the Beneficiary or the joint
                  lives (or joint life expectancies) of such Beneficiary and his
                designated beneficiary, provided, however, the amount of the
                 substantially equal periodic payment must be calculated under
                  the required minimum distribution method set forth in Internal
              Revenue Service Notice 89-25, 1989-1 C.B. 662 in Q&A-12 as
                amended by Internal Revenue Bulletin 2004-9, Notice 2004-15,
               page 526. (substantially equal periodic payments calculated
                  under the fixed annuitization method or the fixed amortization
          method described in Q&A-12 of Notice 89-25 will not be
     considered a Tax-Qualified Distribution Program).

You are subject to the following limitations if you are taking distributions    
under a Tax-Qualified Distribution Program:                                     

            -     YOU MUST ENROLL IN OUR MANAGED DISTRIBUTION PROGRAM. If you do
                 not enroll or if you cancel your enrollment, you can continue
               to make withdrawals under your GMWB rider, however your RBB
                and AWB may be subject to a recalculation. Under our Managed
               Distribution Program, you select the frequency of payments.
                 You may change the frequency of your payments only once every
                two years after your GMWB Anniversary, and you may only make
       the change during the 30-day period after your GMWB
Anniversary. At the time you                

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            purchase GMWB, your initial frequency of payment must be
             annual if you did not take distributions pursuant to your
                 Tax-Qualified Distribution Program at your previous financial
                 institution, unless you turn age 70-1/2 before the first GMWB
anniversary.                                

                You are advised to take your required distributions prior to
              purchasing GMWB in order to have the choice of taking your
                distributions on a monthly, quarterly, semi-annual or annual
                 basis. If you do not take your distribution before purchasing
                GMWB, you will be limited to taking annual distributions for
                the first two Contract Years after which time you can choose
an alternate mode of distribution.          

      -     ANY WITHDRAWALS OUTSIDE OF THE PROGRAM MAY DECREASE YOUR
             BENEFIT. All withdrawals under your Contract must be made
                 pursuant to the Tax-Qualified Distribution Program during any
                 12-month period after an anniversary of your purchase of GMWB
         (a "GMWB Year"). If during any GMWB Year you take any
            additional withdrawals that are not made pursuant to the
                 Program, you can continue to make withdrawals under your GMWB
                  rider, however for the remainder of the GMWB Year your RBB and
                  AWB may be subject to a partial withdrawal reduction. To avoid
                any partial withdrawal reduction, all withdrawals under your
        Contract must be made pursuant to your Tax-Qualified
Distribution Program.                       

RESET (GMWB I AND GMWB II ONLY) If you select GMWB I or GMWB II, you may choose 
to reset your RBB at any time on or after the 5th anniversary of your GMWB      
purchase. Your new RBB is reset to equal your current Contract Value. You may   
reset your RBB again every 5 years after the most recent reset. Once you become 
eligible to reset your RBB, we reserve the right to allow resets only on the    
anniversary of your GMWB purchase.                                              

Each time you reset your RBB, your new AWB will equal a percentage of your new  
RBB. The percentage used is the same percentage used to calculate your AWB      
before the reset.                                                               

If you are age 95 and are taking withdrawals under a Tax-Qualified Distribution 
Program, you may not reset if you purchased GMWB II.                            

Depending on your Contract Value and the current fee for GMWB, it may not be    
beneficial to reset your RBB. Generally, it may be beneficial to reset your RBB 
if your Contract Value exceeds your RBB. However, the current charge in effect  
at the time of the reset will apply which may be higher than the current charge.
Further, if you reset your RBB, your new AWB may be higher or lower than your   
current AWB. In addition, the length of time over which you can expect to       
receive your RBB will be reset.                                                 

INVESTMENT RESTRICTIONS (GMWB II AND GMWB III ONLY)                             

We reserve the right to restrict allocations to a Variable Funding Option or    
limit the percentage of Contract value that may be allocated to a Variable      
Funding Option at any time. If we do so we will provide you with asset          
allocation requirements, and we reserve the right to require periodic           
rebalancing of Contract value allocated to Variable Funding Options according to
specified percentages. We will provide no less than 30 days advanced written    
notice if we exercise our right to restrict or limit allocations to a Variable  
Funding Option and/or require periodic rebalancing between Variable Funding     
Options. Our ability to restrict allocations to a Variable Funding Option may be
different depending on your state.                                              

If we restrict allocations to a Variable Funding Option, as of the effective    
date of the restriction, we will no longer allow additional Purchase Payments to
be applied, or transfers of Contract value to be allocated into the restricted  
Variable Funding Option. Any Contract value previously allocated to a restricted
Variable Funding Option will not be subject to the restriction. If we impose a  
limit on the percentage of Contract value allocated to a Variable Funding       
Option, as of the effective date of the restriction, we will impose the limit on
all subsequent allocations.                                                     

GMWB CHARGE The charge for your GMWB rider is different depending on which      
version of GMWB you choose. For all GMWB riders, the charge is deducted daily   
from amounts held in each Variable Funding Option. The current charge for each  
rider, on an annual basis, is shown below. Your current                         

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charge will not change unless you reset your benefits, at which time we may     
modify the charge. In such case the charge will never exceed 1.00%.             

                                                                [Download Table]

                                            GMWB I   GMWB II   GMWB III
                                            ------   -------   --------
                                                                       
Current Annual Charge..................     0.40%     0.50%      0.25% 
Maximum Annual Charge After a Reset....     1.00%     1.00%       N/A  

MAXIMUM RBB Although we have no current plans to do so, in the future we may    
impose a maximum RBB. If we do, we would stop including additional Purchase     
Payments into the calculation of your RBB. If we impose a maximum RBB for       
Purchase Payments or reset, the maximum RBB will never be less than the         
cumulative Purchase Payments to which we have previously consented.             

Currently you must obtain our consent to purchase any RBB over $1 million.      
Purchase Payments under $1 million are not subject to a maximum RBB.            

TERMINATION Once you purchase GMWB I, you cannot cancel it. If you select GMWB  
II or GMWB III, you may terminate your rider at any time after the 5th          
anniversary of your purchase of GMWB. Once you terminate a GMWB III rider, you  
cannot re-elect it. You must request your termination in writing. All GMWB      
riders terminate automatically when you reach the maturity date of your         
Contract, if your Contract is assigned, or if the rider is exchanged for a      
similar rider offered by us.                                                    

OTHER INFORMATION ABOUT GMWB If your Contract Value reaches zero, and you have  
purchased this benefit, the following will occur:                               

    -     The AWB will continue to be paid to you until the RBB is depleted,
           not more frequently than monthly. Upon your death, your beneficiary
       will receive these payments. No other death benefit or optional
benefit, if any, will be paid.                          

   -     The total annual payment amount will equal the AWB and will never
exceed your RBB, and                                    

-     We will no longer accept subsequent Purchase Payments into the
Contract.                                               

If a spouse or beneficiary continues this Contract upon your death, and you had 
elected GMWB, all terms and conditions of this benefit would apply to the new   
owner.                                                                          

Please refer to the Death Benefit section for information on how GMWB may impact
your death benefit.                                                             

COMPARISON OF IMPORTANT DIFFERENCES BETWEEN GMWB I, II, AND III                 

The following chart may help you decide which version of GMWB is best for you.  

                                                        [Enlarge/Download Table]

                                   GMWB I                GMWB II                GMWB III      
                            ---------------------  ----------------------  -------------------
                                                                                              
AWB                          5% of RBB if first     5% of RBB if first         5% of RBB      
                            withdrawal before 3rd  withdrawal before 3rd                      
                                anniversary            anniversary                            
                             10% of RBB if first    10% of RBB if first                       
                             withdrawal after 3rd   withdrawal after 3rd                      
                                anniversary            anniversary                            
ANNUAL CHARGE                      0.40%                  0.50%                 0.25%         
RESET                               Yes                    Yes                   No           
CAN I CANCEL MY                      No             Yes, after the 5th     Yes, after the 5th 
GMWB?                                               anniversary of GMWB    anniversary of GMWB
                                                        purchase                 purchase     
INVESTMENT                           No                   Yes                      Yes        
RESTRICTIONS                                                                                  
WAIVER OF                            No                   Yes                      Yes        
RECALCULATION OF                                                                              
AWB FOR DISTRIBUTIONS FROM                                                                    
TAX-QUALIFIED                                                                                 
PLANS                                                                                         

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 DEATH BENEFIT

Before the Maturity Date, generally, a death benefit is payable when either the 
Annuitant or a Contract Owner dies. We calculate the death benefit at the close 
of the business day on which our Home Office receives (1) Due Proof of Death and
(2) written payment instructions or election of spousal contract continuance or 
beneficiary contract continuance ("Death Report Date").                         

Note: If the owner dies before the Annuitant, the death benefit is recalculated,
replacing all references to "Annuitant" with "owner."                           

DEATH PROCEEDS BEFORE THE MATURITY DATE                                         

IF THE ANNUITANT OR AN OWNER IS YOUNGER THAN AGE 80 ON THE CONTRACT DATE: We    
will pay to the beneficiary a death benefit in an amount equal to the greatest  
of (1), (2) or (3) below, each reduced by any applicable premium tax or         
outstanding loans:                                                              

(1)   the Contract Value on the Death Report Date                   

    (2)   the total Purchase Payments made under the Contract less the total
of any withdrawals; or                                  

the   step-up value (if any, as described below)                    

STEP-UP VALUE. We will establish a step-up value on each Contract Date          
anniversary that occurs on or prior to the Death Report Date. The step-up value 
will initially equal the Contract Value on that anniversary. When you make an   
additional Purchase Payment, we will increase the step-up value by the amount of
that Purchase Payment. When you make a withdrawal, we will reduce the step-up   
value by a partial surrender reduction as described below. On each Contract     
anniversary before the Annuitant's 80th birthday and before the Annuitant's     
death, if the Contract Value is greater than the step-up value, we will reset   
the step-up value to equal that greater amount. We will not reduce the step-up  
value on these anniversary recalculations (provided no withdrawals or surrenders
are made on that day). The only changes we will make to the step-up value on or 
after the Annuitant's 80th birthday will be those related to additional Purchase
Payments or withdrawals.                                                        

PARTIAL SURRENDER REDUCTION. If you make a withdrawal, we will reduce the       
step-up value by a partial surrender reduction which equals (1) the step-up     
value prior to the withdrawal, multiplied by (2) the amount of the withdrawal,  
divided by (3) the Contract Value before the withdrawal.                        

For example, assume your current Contract Value is $55,000. If your current     
step-up value is $50,000, and you decide to make a withdrawal of $10,000, we    
would reduce the step-up value as follows:                                      

$50,000 x ($10,000/$55,000) = $9,090                                

Your new step-up value would be $50,000 -- $9,090, or $40,910.                  

The following example shows what would happen in a declining market. Assume your
current Contract Value is $30,000. If your current step-up value is $50,000, and
you decide to make a withdrawal of $10,000, we would reduce the step-up value as
follows:                                                                        

$50,000 x ($10,000/$30,000) = $16,666                               

Your new step-up value would be $50,000 -- $16,666, or $33,334.                 

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IF THE ANNUITANT OR AN OWNER IS AGE 80 OR OLDER ON THE CONTRACT DATE: We will   
pay to the beneficiary a death benefit in an amount equal to the greater of (1) 
or (2) below, each reduced by any applicable premium tax or outstanding loans   
not previously deducted:                                                        

(1)   the Contract Value on the Death Report Date or                

    (2)   the total Purchase Payments made under the Contract less the total
of any withdrawals.                                     

ENHANCED STEPPED-UP PROVISION ("E.S.P.")                                        

THIS PROVISION IS NOT AVAILABLE TO A CUSTOMER WHEN EITHER THE ANNUITANT OR OWNER
IS AGE 76 OR OLDER ON THE RIDER EFFECTIVE DATE.                                 

The rider effective date is the date the rider is attached to and made a part of
the Contract. If you have selected the E.S.P., the total death benefit as of the
Death Report Date will equal the death benefit described above plus the greater 
of zero or the following amount:                                                

IF THE ANNUITANT IS YOUNGER THAN AGE 70 ON THE RIDER EFFECTIVE DATE, 40% OF THE 
LESSER OF: (1) 200% of the modified Purchase Payments excluding Purchase        
Payments that are both received after the first rider effective date anniversary
and within 12 months of the Death Report Date, or (2) your Contract Value minus 
the modified Purchase Payments, calculated as of the Death Report Date; or      

IF THE ANNUITANT IS BETWEEN THE AGES OF 70 AND 75 ON THE RIDER EFFECTIVE DATE,  
25% OF THE LESSER OF: (1) 200% of the modified Purchase Payments excluding      
Purchase Payments that are both received after the first rider effective date   
anniversary and within 12 months of the Death Report Date, or (2) your Contract 
Value minus the modified Purchase Payments, calculated as of the Death Report   
Date.                                                                           

THE INITIAL MODIFIED PURCHASE PAYMENT IS EQUAL TO THE CONTRACT VALUE AS OF THE  
RIDER EFFECTIVE DATE. Whenever a Purchase Payment is made after the rider       
effective date, the modified Purchase Payment(s) are increased by the amount of 
the Purchase Payment. Whenever a partial surrender is taken after the rider     
effective date, the modified Purchase Payment(s) are reduced by a partial       
surrender reduction as described below.                                         

THE PARTIAL SURRENDER REDUCTION IS EQUAL TO: (1) the modified Purchase          
Payment(s) in effect immediately prior to the reduction for the partial         
surrender, multiplied by (2) the amount of the partial surrender divided by (3) 
the Contract Value immediately prior to the partial surrender.                  

For example, assume your current modified Purchase Payment is $50,000 and that  
your current Contract Value is $55,000. You decide to make a withdrawal of      
$10,000. We would reduce the modified Purchase Payment as follows:              

$50,000 x ($10,000/$55,000) = $9,090                                

You new modified Purchase Payment would be $50,000 -- $9,090 = $40,910.         

The following example shows what would happen in a declining market. Assume your
current Contract Value is $30,000. If your current modified Purchase Payment is 
$50,000 and you decide to make a withdrawal of $10,000, we would reduce the     
modified Purchase Payment as follows:                                           

$50,000 x ($10,000/$30,000) = $16,666                               

Your new modified Purchase Payment would be $50,000 -- $16,666 = $33,334.       

PAYMENT OF PROCEEDS                                                             

We describe the process of paying death benefit proceeds before the Maturity    
Date in the charts below. The charts do not encompass every situation and are   
merely intended as a general guide. More detailed information is provided in    
your Contract. Generally, the person(s) receiving the benefit may request that  
the proceeds be paid in a lump sum, or be applied to one of the settlement      
options available under the Contract.                                           

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 NON-QUALIFIED CONTRACTS

                                                        [Enlarge/Download Table]

                                                                                              MANDATORY  
    BEFORE THE MATURITY DATE,        THE COMPANY WILL                                        PAYOUT RULES
      UPON THE DEATH OF THE        PAY THE PROCEEDS TO:   UNLESS. . .                           APPLY*   
--------------------------------  ----------------------  ---------------------------------  ------------
                                                                                                         
OWNER (WHO IS NOT THE ANNUITANT)  The beneficiary         Unless the beneficiary elects to   Yes         
(WITH NO JOINT OWNER)             (ies), or if none, to   continue the Contract rather than              
                                  the Contract Owner's    receive the distribution.                      
                                  estate.                                                                

OWNER (WHO IS THE ANNUITANT WITH  The beneficiary         Unless the beneficiary elects to   Yes         
NO JOINT OWNER)                   (ies), or if none, to   continue the Contract rather than              
                                  the Contract Owner's    receive the distribution.                      
                                  estate.                                                                

NON-SPOUSAL JOINT OWNER (WHO IS   The surviving joint                                        Yes         
NOT THE ANNUITANT)                owner.                                                                 

NON-SPOUSAL JOINT OWNER (WHO IS   The beneficiary(ies),   Unless the beneficiary elects to   Yes         
THE ANNUITANT)                    or if none, to the      continue the Contract rather than              
                                  surviving joint owner.  receive the distribution.                      

SPOUSAL JOINT OWNER (WHO IS NOT   The surviving joint     Unless the spouse elects to        Yes         
THE ANNUITANT)                    owner.                  continue the Contract.                         

SPOUSAL JOINT OWNER (WHO IS THE   The beneficiary (ies)   Unless the spouse elects to        Yes         
ANNUITANT)                        or, if none, to the     continue the Contract.                         
                                  surviving joint owner.                                                 
                                                          A spouse who is                                
                                                          not the                                        
                                                          beneficiary may                                
                                                          decline to                                     
                                                          continue the                                   
                                                          contract and                                   
                                                          instruct the                                   
                                                          Company to pay                                 
                                                          the beneficiary                                
                                                          who may elect                                  
                                                          to continue the                                
                                                          Contract.                                      

                                                        [Enlarge/Download Table]

                                                                                              MANDATORY  
    BEFORE THE MATURITY DATE,        THE COMPANY WILL                                        PAYOUT RULES
      UPON THE DEATH OF THE        PAY THE PROCEEDS TO:   UNLESS. . .                           APPLY*   
--------------------------------  ----------------------  ---------------------------------  ------------
                                                                                                         
ANNUITANT (WHO IS NOT THE         The beneficiary         Unless the beneficiary elects to   Yes         
CONTRACT OWNER)                   (ies), or if none, to   continue the Contract rather than              
                                  the Contract Owner.     receive the distribution.                      
                                  If the Contract Owner                                                  
                                  is not living, then     But, if there is a Contingent                  
                                  to the surviving        Annuitant, then the Contingent                 
                                  joint owner.  If        Annuitant becomes the Annuitant                
                                  none, then to the       and the Contract continues in                  
                                  Contract Owner's        effect (generally using the                    
                                  estate.                 original Maturity Date). The                   
                                                          proceeds will then be paid upon                
                                                          the death of the Contingent                    
                                                          Annuitant or owner.                            

ANNUITANT (WHO IS THE CONTRACT    See death of "owner                                        Yes         
OWNER) (WITH NO JOINT OWNER)      who is the Annuitant                                                   
                                  (with no joint                                                         
                                  owner)" above.                                                         

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                                                        [Enlarge/Download Table]

                                                                                              MANDATORY      
    BEFORE THE MATURITY DATE,        THE COMPANY WILL                                        PAYOUT RULES    
      UPON THE DEATH OF THE        PAY THE PROCEEDS TO:   UNLESS. . .                           APPLY*       
--------------------------------  ----------------------  ---------------------------------  ------------    
                                                                                                             
ANNUITANT (WHO IS THE CONTRACT    See death of                                                               
OWNER) (WITH JOINT OWNERS)        "Non-Spousal Joint                                                         
                                  Owner (who is the                                                          
                                  Annuitant)" or                                                             
                                  "Spousal Joint Owner                                                       
                                  (who is the                                                                
                                  Annuitant)", as                                                            
                                  applicable                                                                 

ANNUITANT (WHERE OWNER IS A       The beneficiary (ies)                                      Yes (Death of   
NONNATURAL PERSON/TRUST)          (e.g. the trust) or                                        Annuitant is    
                                  if none, to the owner.                                     treated as death
                                                                                             of the owner in 
                                                                                             these           
                                                                                             circumstances.) 

BENEFICIARY                       No death proceeds are                                      N/A             
                                  payable; Contract                                                          
                                  continues.                                                                 

CONTINGENT BENEFICIARY            No death proceeds are                                      N/A             
                                  payable; Contract                                                          
                                  continues.                                                                 

 QUALIFIED CONTRACTS

                                                        [Enlarge/Download Table]

                                                                                              MANDATORY  
 BEFORE THE MATURITY DATE, UPON    THE COMPANY WILL PAY                                      PAYOUT RULES
        THE DEATH OF THE             THE PROCEEDS TO:     UNLESS. . .                           APPLY*   
--------------------------------  ----------------------  ---------------------------------  ------------
                                                                                                         
OWNER / ANNUITANT                 The beneficiary         Unless the beneficiary elects to   Yes         
                                  (ies), or if none, to   continue the Contract rather than              
                                  the Contract Owner's    receive a distribution.                        
                                  estate.                                                                

BENEFICIARY                       No death proceeds are                                      N/A         
                                  payable; Contract                                                      
                                  continues.                                                             

CONTINGENT BENEFICIARY            No death proceeds are                                      N/A         
                                  payable; Contract                                                      
                                  continues.                                                             

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--------------                                                                  
*    Certain payout rules of the Internal Revenue Code (IRC) are triggered upon 
the death of any Owner. Non-spousal beneficiaries (as well as spousal 
beneficiaries who choose not to assume the Contract) must begin taking
     distributions based on the beneficiary's life expectancy within one year of
   death or take a complete distribution of Contract proceeds within 5 years
     of death. For Qualified Contracts, if mandatory distributions have begun at
the death of the Annuitant, the 5 year payout option is not available.

SPOUSAL CONTRACT CONTINUANCE (SUBJECT TO AVAILABILITY -- DOES NOT APPLY IF A    
NON-SPOUSE IS A JOINT OWNER)                                                    

Within one year of your death, if your spouse is named as an owner and/or       
beneficiary, and you die before the Maturity Date, your spouse may elect to     
continue the Contract as owner rather than have the death benefit paid to the   
beneficiary. If you were the Annuitant and your spouse elects to continue the   
Contract, your spouse will be named the Annuitant as of the Death Report Date.  

If your spouse elects to continue the Contract as Contract Owner, the death     
benefit will be calculated as of the Death Report Date. If the Contract Value is
less than the calculated death benefit, the Contract Value will be increased to 
equal the death benefit. This amount is referred to as the adjusted Contract    
Value. Any difference between the Contract Value and the adjusted Contract Value
will be allocated to the funding options in the same proportion as the          
allocations of the Contract prior to the Death Report Date.                     

Any premium paid before the Death Report Date is no longer subject to a         
withdrawal charge if your spouse elects to continue the Contract. Purchase      
Payments made to the Contract after the Death Report Date will be subject to the
withdrawal charge. All other Contract fees and charges applicable to the        
original Contract will also apply to the continued Contract. All other benefits 
and features of your Contract will be based on your spouse's age on the Death   
Report Date as if your spouse had purchased the Contract with the adjusted      
Contract Value on the Death Report Date. This spousal contract continuance is   
available only once for each Contract.                                          

BENEFICIARY CONTRACT CONTINUANCE (NOT PERMITTED FOR NON-NATURAL BENEFICIARIES)  

If you die before the Maturity Date, and if the value of any beneficiary's      
portion of the death benefit is between $20,000 and $1,000,000 as of the Death  
Report Date, (more than $1,000,000 is subject to Home Office approval), your    
beneficiary(s) may elect to continue his/her portion of the Contract subject to 
applicable Internal Revenue Code distribution requirements, rather than receive 
the death benefit in a lump sum. If the beneficiary chooses to continue the     
Contract, the beneficiary can extend the payout phase of the Contract enabling  
the beneficiary to "stretch" the death benefit distributions out over his life  
expectancy as permitted by the Internal Revenue Code.                           

If your beneficiary elects to continue the Contract, the death benefit will be  
calculated as of the Death Report Date. The initial Contract Value of the       
continued Contract (the "adjusted Contract Value") will equal the greater of the
Contract Value or the death benefit calculated on the Death Report Date and will
be allocated to the funding options in the same proportion as prior to the Death
Report Date. If the adjusted Contract Value is allocated to the Variable Funding
Options, the beneficiary bears the investment risk.                             

The beneficiary who continues the Contract will be granted the same rights as   
the owner under the original Contract, except the beneficiary cannot:           

-    transfer ownership                                               

-    take a loan                                                      

-    make additional Purchase Payments                                

The beneficiary may also name his/her own beneficiary ("succeeding beneficiary")
and has the right to take withdrawals at any time after the Death Report Date   
without a withdrawal charge. The E.S.P. option is not available to a beneficiary
continuing the Contract under this provision. All other fees and charges        
applicable to the original Contract will also apply to the continued Contract;  
the E.S.P. charge no longer applies. All benefits and features of the continued 
Contract will be based on the beneficiary's age on the Death Report Date as if  
the beneficiary had purchased the Contract with the adjusted Contract Value on  
the Death Report Date.                                                          

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PLANNED DEATH BENEFIT                                                           

You may request that rather than receive a lump-sum death benefit, the          
beneficiary(ies) receive all or a portion of the death benefit proceeds either: 

-    through an annuity for life or a period that does not exceed the 
beneficiary's life expectancy or                            

 -    under the terms of the Beneficiary Continuance provision described
    above. If the Beneficiary Continuance provision is selected as a
   planned death benefit, no surrenders will be allowed other than
        payments meant to satisfy minimum distribution amounts or systematic
withdrawal amounts, if greater.                             

You must make the planned death benefit request as well as any revocation of    
this request in writing. Upon your death, your beneficiary(s) cannot revoke or  
modify this request. If the death benefit at the time we receive Due Proof of   
Death is less than $2,000, we will only pay a lump sum to the beneficiary. If   
periodic payments due under the planned death benefit election are less than    
$100, we reserve the right to make Annuity Payments at less frequent intervals, 
resulting in a payment of at least $100 per year. If no beneficiary is alive    
when death benefits become payable, we will pay the death benefit as provided in
your Contract.                                                                  

DEATH PROCEEDS AFTER THE MATURITY DATE                                          

If any Contract Owner or the Annuitant dies on or after the Maturity Date, the  
Company will pay the beneficiary a death benefit consisting of any benefit      
remaining under the annuity or income option then in effect.                    

THE ANNUITY PERIOD

MATURITY DATE                                                                   

Under the Contract, you can receive regular payments ("Annuity Payments"). You  
can choose the month and the year in which those payments begin ("Maturity      
Date"). You can also choose among income payouts (annuity or income options) or 
elect a lump sum distribution. While the Annuitant is alive, you can change your
selection any time up to the Maturity Date. Annuity or income payments will     
begin on the Maturity Date stated in the Contract unless (1) you fully          
surrendered the Contract; (2) we paid the proceeds to the beneficiary before    
that date; or (3) you elected another date. Annuity Payments are a series of    
periodic payments (a) for life; (b) for life with a minimum number of payments; 
or (c) for the joint lifetime of the Annuitant and another person, and          
thereafter during the lifetime of the survivor. Income payments are for a fixed 
period or amount. We may require proof that the Annuitant is alive before we    
make Annuity Payments. Not all options may be available in all states.          

You may choose to annuitize at any time after the first Contract Date           
anniversary. Unless you elect otherwise, the Maturity Date will be the          
Annuitant's 70th birthday for Qualified Contracts and the Annuitant's 75th      
birthday for Non-qualified Contracts or ten years after the effective date of   
the Contract, if later (this requirement may be changed by us).                 

At least 30 days before the original Maturity Date, you may elect to extend the 
Maturity Date to any time prior to the Annuitant's 85th birthday for            
Non-qualified Contracts or, for Qualified Contracts, to a later date with our   
consent. You may use certain annuity options taken at the Maturity Date to meet 
the minimum required distribution requirements of federal tax law, or you may   
use a program of withdrawals instead. These mandatory distribution requirements 
take effect generally upon the death of the Contract Owner, or with certain     
Qualified Contracts upon either the later of the Contract Owner's attainment of 
age 70 1/2 or year of retirement; or the death of the Contract Owner. You should
seek independent tax advice regarding the election of minimum required          
distributions.                                                                  

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ALLOCATION OF ANNUITY                                                           

You may elect to receive your Annuity Payments in the form of a variable        
annuity, a fixed annuity or a combination of both. If, at the time Annuity      
Payments begin, you have not made an election, we will apply your Cash Surrender
Value to provide an annuity funded by the same funding options as you have      
selected during the accumulation period. At least 30 days before the Maturity   
Date, you may transfer the Contract Value among the funding options in order to 
change the basis on which we will determine Annuity Payments. (See "Transfers".)

VARIABLE ANNUITY                                                                

You may choose an annuity payout that fluctuates depending on the investment    
experience of the Variable Funding Options. We determine the number of Annuity  
Units credited to the Contract by dividing the first monthly annuity payment    
attributable to each Variable Funding Option by the corresponding Accumulation  
Unit value as of 14 days before the date Annuity Payments begin. We use an      
Annuity Unit to measure the dollar value of an annuity payment. The number of   
Annuity Units (but not their value) remains fixed during the annuity period.    

DETERMINATION OF FIRST ANNUITY PAYMENT. Your Contract contains the tables we use
to determine your first monthly annuity payment. If you elect a variable        
annuity, the amount we apply to it will be the Cash Surrender Value as of 14    
days before the date Annuity Payments begin, less any applicable premium taxes  
not previously deducted.                                                        

The amount of your first monthly payment depends on the annuity option you      
elected and the Annuitant's adjusted age. Your Contract contains the formula for
determining the adjusted age. We determine the total first monthly annuity      
payment by multiplying the benefit per $1,000 of value shown in the Contract    
tables by the number of thousands of dollars of Contract Value you apply to that
annuity option. The Contract tables factor in an assumed daily net investment   
factor of 3%. We call this your net investment rate. Your net investment rate of
3% corresponds to an annual interest rate of 3%. This means that if the         
annualized investment performance, after expenses, of your Variable Funding     
Options is less than 3%, then the dollar amount of your variable Annuity        
Payments will decrease. However, if the annualized investment performance, after
expenses, of your Variable Funding Options is greater than 3%, then the dollar  
amount of your variable Annuity Payments will increase.                         

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of   
all subsequent Annuity Payments changes from month to month based on the        
investment experience, as described above, of the applicable funding options.   
The total amount of each annuity payment will equal the sum of the basic        
payments in each funding option. We determine the actual amounts of these       
payments by multiplying the number of Annuity Units we credited to each funding 
option by the corresponding Annuity Unit value as of the date 14 days before the
date the payment is due.                                                        

FIXED ANNUITY                                                                   

You may choose a fixed annuity that provides payments that do not vary during   
the annuity period. We will calculate the dollar amount of the first fixed      
annuity payment as described under Variable Annuity, except that the amount we  
apply to begin the annuity will be your Cash Surrender Value as of the date     
Annuity Payments begin. Payout rates will not be lower than that shown in the   
Contract. If it would produce a larger payment, the first fixed Annuity Payment 
will be determined using the Life Annuity Tables in effect on the Maturity Date.

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 PAYMENT OPTIONS

ELECTION OF OPTIONS                                                             

While the Annuitant is alive, you can change your annuity or income option      
selection any time up to the Maturity Date. Once annuity or income payments have
begun, no further elections are allowed.                                        

During the Annuitant's lifetime, if you do not elect otherwise before the       
Maturity Date, we will pay you (or another designated payee) the first of a     
series of monthly annuity or income payments based on the life of the Annuitant,
in accordance with Annuity Option 2 (Life Annuity with 120 monthly payments     
assured). For certain Qualified Contracts, Annuity Option 4 (Joint and Last     
Survivor Life Annuity -- Annuity Reduced on Death of Primary Payee) will be the 
automatic option as described in the Contract. (See "Annuity Options")          

The minimum amount that can be placed under an annuity or income option will be 
$2,000 unless we agree to a lesser amount. If any monthly periodic payment due  
is less than $100, the Company reserves the right to make payments at less      
frequent intervals, or to pay the Contract Value in a lump-sum.                 

On the Maturity Date, we will pay the amount due under the Contract in          
accordance with the Payment Option that you select. You may choose to receive a 
single lump-sum payment. You must elect an option in writing, in a form         
satisfactory to the Company. Any election made during the lifetime of the       
Annuitant must be made by the Contract Owner.                                   

ANNUITY OPTIONS                                                                 

Subject to the conditions described in "Election of Options" above, we may pay  
all or any part of the Cash Surrender Value under one or more of the following  
annuity options. Payments under the annuity options are generally made on a     
monthly basis. We may offer additional options.                                 

Option 1 -- Life Annuity -- No Refund. The Company will make Annuity Payments   
during the lifetime of the Annuitant ending with the last payment before death. 
This option offers the maximum periodic payment, since there is no assurance of 
a minimum number of payments or provision for a death benefit for beneficiaries.

Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Assured. The     
Company will make monthly Annuity Payments during the lifetime of the Annuitant,
with the agreement that if, at the death of that person, payments have been made
for less than 120, 180 or 240 months, as elected, we will continue making       
payments to the beneficiary during the remainder of the period.                 

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will 
make regular Annuity Payments during the lifetime of the Annuitant and a second 
person. When either person dies, we will continue making payments to the        
survivor. No further payments will be made following the death of the survivor. 

Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of 
Primary Payee. The Company will make Annuity Payments during the lifetimes of   
the Annuitant and a second person. You will designate one as primary payee, and 
the other will be designated as secondary payee. On the death of the secondary  
payee, the Company will continue to make monthly Annuity Payments to the primary
payee in the same amount that would have been payable during the joint lifetime 
of the two persons.                                                             

On the death of the primary payee, the Company will continue to make Annuity    
Payments to the secondary payee in an amount equal to 50% of the payments, which
would have been made during the lifetime of the primary payee. No further       
payments will be made once both payees have died.                               

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Option 5 -- Other Annuity Options. The Company will make any other arrangements 
for Annuity Payments as may be mutually agreed upon.                            

INCOME OPTIONS                                                                  

Instead of one of the annuity options described above, and subject to the       
conditions described under "Election of Options," all or part of the Contract's 
Cash Surrender Value (or, if required by state law, Contract Value) may be paid 
under one or more of the following income options, provided that they are       
consistent with federal tax law qualification requirements. Payments under the  
income options may be elected on a monthly, quarterly, semiannual or annual     
basis:                                                                          

Option 1 -- Payments of a Fixed Amount. We will make equal payments of the      
amount elected until the Cash Surrender Value applied under this option has been
exhausted. We will pay the first payment and all later payments from each       
funding option or the Fixed Account in proportion to the Cash Surrender Value   
attributable to each funding option and/or Fixed Account. The final payment will
include any amount insufficient to make another full payment.                   

Option 2 -- Payments for a Fixed Period without Life Contingency. We will make  
payments for the period selected. The amount of each payment will be equal to   
the remaining Cash Surrender Value applied under this option divided by the     
number of remaining payments.                                                   

Option 3 -- Other Income Options. We will make any other arrangements for income
options as may be mutually agreed upon.                                         

VARIABLE LIQUIDITY BENEFIT                                                      

This benefit is only offered with the income option "Payments for a Fixed Period
without Life Contingency."                                                      

At any time after annuitization and before death, the Contract Owner may        
surrender and receive a payment equal to (A) minus (B), where (A) equals the    
present value of remaining certain payments, and (B) equals a withdrawal charge 
not to exceed the maximum withdrawal rate shown on the specifications page of   
the Contract multiplied by (A). The interest rate used to calculate the present 
value is a rate 1% higher than the Assumed (Daily) Net Investment Factor used to
calculate the Annuity Payments. The remaining period certain payments are       
assumed to be level payments equal to the most recent period certain payment    
prior to the request for this liquidity benefit. A withdrawal charge is not     
imposed if the surrender is made after the expiration of the withdrawal charge  
period shown on the specifications page of the Contract.                        

 MISCELLANEOUS CONTRACT PROVISIONS

RIGHT TO RETURN                                                                 

You may return the Contract for a full refund of the Contract Value plus any    
contract charges and premium taxes you paid (but not any fees and charges the   
Underlying Fund assessed) within twenty days after you receive it (the "right to
return period"). You bear the investment risk of investing in the Variable      
Funding Options during the right to return period; therefore, the Contract Value
we return may be greater or less than your Purchase Payment.                    

If you purchase the Contract as an Individual Retirement Annuity, and return it 
within the first seven days after delivery, or longer if your state law permits,
we will refund your Purchase Payment in full; during the remainder of the right 
to return period, we will refund the Contract Value (including charges).        

We will determine the Contract Value following the close of the business day on 
which we receive your Contract and a Written Request for a refund. Where state  
law requires a different period, or the return of Purchase Payments or other    
variations of this provision, we will comply. Refer to your Contract for any    
state-specific information.                                                     

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TERMINATION                                                                     

We reserve the right to terminate the Contract on any business day if your      
Contract Value as of that date is less than $1,000 and you have not made        
Purchase Payments for at least two years, unless otherwise specified by state   
law. Termination will not occur until 31 days after we have mailed notice of    
termination to your last known address and to any assignee of record. If we     
terminate the Contract, we will pay you the Cash Surrender Value less any       
applicable taxes. In certain states, we may be required to pay the Contract     
Value.                                                                          

REQUIRED REPORTS                                                                

As often as required by law, but at least once in each Contract Year before the 
due date of the first Annuity Payment, we will furnish a report showing the     
number of Accumulation Units credited to the Contract and the corresponding     
Accumulation Unit value(s) as of the report date for each funding option to     
which the Contract Owner has allocated amounts during the applicable period. The
Company will keep all records required under federal and state laws.            

SUSPENSION OF PAYMENTS                                                          

The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
("the Exchange") is closed; (2) when trading on the Exchange is restricted; (3) 
when an emergency exists, as determined by the SEC, so that the sale of         
securities held in the Separate Account may not reasonably occur, or so that the
Company may not reasonably determine the value of the Separate Account's net    
assets; or (4) during any other period when the SEC, by order, so permits for   
the protection of security holders. Payments from the Fixed Account may be      
delayed up to 6 months.                                                         

 THE SEPARATE ACCOUNTS

MetLife Insurance Company of Connecticut and MetLife Life and Annuity Company of
Connecticut each sponsor Separate Accounts: Fund ABD and Fund ABD II,           
respectively. (References to "Separate Account" are either to Fund ABD or Fund  
ABD II, depending on the issuer of your Contract.) Both Fund ABD and Fund ABD II
were established on October 17, 1995 and are registered with the SEC as unit    
investment trusts under the Investment Company Act of 1940, as amended. We will 
invest Separate Account assets attributable to the Contracts exclusively in the 
shares of the Variable Funding Options.                                         

We hold the assets of Fund ABD and Fund ABD II for the exclusive and separate   
benefit of the owners of each Separate Account, according to the laws of        
Connecticut. Income, gains and losses, whether or not realized, from assets     
allocated to the Separate Account are, in accordance with the Contracts,        
credited to or charged against the Separate Account without regard to other     
income, gains and losses of the Company. The assets held by the Separate Account
are not chargeable with liabilities arising out of any other business that we   
may conduct. Obligations under the Contract are obligations of the Company.     

All investment income and other distributions of the funding options are payable
to the Separate Account. We reinvest all such income and/or distributions in    
shares of the respective funding option at net asset value. Shares of the       
funding options are currently sold only to life insurance company Separate      
Accounts to fund variable annuity and variable life insurance contracts.        

Certain variable annuity separate accounts and variable life insurance separate 
accounts may invest in the funding options simultaneously (called "mixed" and   
"shared" funding). It is conceivable that in the future it may be               
disadvantageous to do so. Although the Company and the Variable Funding Options 
do not currently foresee any such disadvantages either to variable annuity      
contract owners or variable life policy owners, each Underlying Fund's Board of 
Directors intends to monitor events in order to identify any material conflicts 
between them and to determine what action, if any, should be taken. If a Board  
of Directors was to conclude that separate funds should be established for      
variable life and variable annuity separate accounts, the variable annuity      

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contract owners would not bear any of the related expenses, but variable annuity
contract owners and variable life insurance policy owners would no longer have  
the economies of scale resulting from a larger combined fund.                   

We reserve the right to transfer assets of the Separate Account to another      
separate account, and to modify the structure or operation of the Separate      
Account, subject to the necessary regulatory approvals. If we do so, we         
guarantee that the modification will not affect your Contract Value.            

PERFORMANCE INFORMATION                                                         

In advertisements for the Contract, we may include performance figures to show  
you how a Variable Funding Option has performed in the past. These figures are  
rates of return or yield quotations shown as a percent. These figures show past 
performance of a Variable Funding Option and are not an indication of how a     
Variable Funding Option will perform in the future.                             

Our advertisements may show performance figures assuming that you do not elect  
any optional features such as the E.S.P. or GMWB. However, if you elect any of  
these optional features, they involve additional charges that will serve to     
decrease the performance of your Variable Funding Options. You may wish to speak
with your registered representative to obtain performance information specific  
to the optional features you may wish to select.                                

Performance figures for each Variable Funding Option are based in part on the   
performance of a corresponding Underlying Fund. In some cases, the Underlying   
Fund may have existed before the technical inception of the corresponding       
Variable Funding Option. In those cases, we can create "hypothetical historical 
performance" of a Variable Funding Option. These figures show the performance   
that the Variable Funding Option would have achieved had it been available      
during the entire history of the Underlying Fund.                               

In a low interest rate environment, yields for money market Subaccounts, after  
deduction of the Mortality and Expense Risk Charge, Administrative Expense      
Charge and the charge for any optional benefit riders (if applicable), may be   
negative even though the Underlying Fund's yield, before deducting for such     
charges, is positive. If you allocate a portion of your Contract Value to a     
money market Subaccount or participate in an asset allocation program where     
Contract Value is allocated to a money market Subaccount under the applicable   
asset allocation model, that portion of your Contract Value may decrease in     
value.                                                                          

FEDERAL TAX CONSIDERATIONS

The following general discussion of the federal income tax consequences related 
to your investment in this Contract is not intended to cover all situations, and
is not meant to provide tax or legal advice. Because of the complexity of the   
law and the fact that the tax results will vary depending on many factors, you  
should consult your tax and/or legal adviser regarding the tax implications of  
purchasing this Contract based upon your individual situation. For further tax  
information, an additional discussion of certain tax matters is contained in the
SAI.                                                                            

GENERAL TAXATION OF ANNUITIES                                                   

Congress has recognized the value of saving for retirement by providing certain 
tax benefits, in the form of tax deferral, for premiums paid under an annuity   
and permitting tax-free transfers between the various investment options offered
under the Contract. The Internal Revenue Code ("Code") governs how earnings on  
your investment in the Contract are ultimately taxed, depending upon the type of
contract, qualified or non-qualified, and the manner in which the money is      
distributed, as briefly described below. In analyzing the benefits of tax       
deferral it is important to note that the Jobs and Growth Tax Relief            
Reconciliation Act of 2003 amended Code Section 1 to reduce the marginal tax    
rates on long-term capital gains and dividends to 5% and 15%, respectively. The 
reduced rates apply during 2003 through 2008, and thereafter will increase to   
prior levels. 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 dividends. Earnings under annuity contracts, like interest payable on 
fixed investments (notes, bonds, etc.) continue to be taxed as ordinary income  
(top rate of 35%).                                                              

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STATE AND LOCAL TAXES. The rules for state and local income taxes may differ    
from the federal income tax rules. Purchasers and prospective purchasers of the 
Contract should consult their own tax advisors and the law of the applicable    
taxing jurisdiction to determine what rules and tax benefits apply to the       
contract.                                                                       

PENALTY TAX FOR PREMATURE DISTRIBUTIONS. For both Qualified and Non-qualified   
Contracts, taxable distributions taken before the Contract Owner has reached the
age of 59-1/2 will be subject to a 10% additional tax penalty unless the        
distribution is taken in a series of periodic distributions, for life or life   
expectancy, or unless the distribution follows the death or disability of the   
Contract Owner. Other exceptions may be available in certain qualified plans.   
The 10% tax penalty is in addition to any other penalties that may apply under  
your Contract and the normal income taxes due on the distribution.              

TAX-FREE EXCHANGES. Code Section 1035 provides that, if certain conditions are  
met, no gain or loss is recognized when an annuity contract is received in      
exchange for a life insurance, endowment, or annuity contract. Since different  
annuity contracts have different expenses, fees and benefits, a tax-free        
exchange could result in your investment becoming subject to higher or lower    
fees and/or expenses.                                                           

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 payable to the    
designated beneficiary or the actuarial value of the payments to be received by 
the beneficiary. Consult an estate planning advisor 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 the Company to deduct the tax from your Contract or from any   
applicable payment and pay it directly to the IRS.                              

TYPES OF CONTRACTS: QUALIFIED AND NON-QUALIFIED                                 

QUALIFIED ANNUITY CONTRACTS                                                     

If you purchase your Contract with proceeds of an eligible rollover distribution
from any tax-qualified employee pension or retirement savings plan or individual
retirement annuity (IRA), your Contract is referred to as a Qualified Contract. 
Some examples of Qualified Contracts are: IRAs (including Roth IRAs), tax       
sheltered annuities established by public school systems or certain tax exempt  
organizations under Code Section 403(b), corporate-sponsored pension, retirement
savings and profit sharing plans (including 401(k) plans), Keogh Plans (for     
self-employed individuals), and certain other qualified deferred compensation   
plans. The rights and benefits under a Qualified Contract may be limited by the 
terms of the retirement plan, regardless of the terms and conditions of the     
Contract. Plan participants making contributions to Qualified Contracts will be 
subject to the required minimum distribution rules as provided by the Code and  
described below. All qualified plans (including IRAs) receive tax-deferral under
the Code. Although there are no additional tax benefits to funding your         
qualified plan or IRA with an annuity, it does offer you additional insurance   
benefits, such as the availability of a guaranteed income for life.             

TAXATION OF QUALIFIED ANNUITY CONTRACTS                                         

Under a qualified annuity, since amounts paid into the Contract generally have  
not yet been taxed, the full amount of any distributions (including the amount  
attributable to Purchase Payments), whether paid in the form of lump sum        
withdrawals or Annuity Payments, are generally taxed at ordinary income tax     
rates unless the distribution is transferred to an eligible rollover account or 
contract. There are special rules which govern the taxation of Qualified        
Contracts, including                                                            

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withdrawal restrictions, requirements for mandatory distributions, and          
contribution limits. Amounts rolled over to the Contract from other qualified   
funding vehicles generally are not subject to current taxation.                 

HURRICANE RELIEF                                                                

LOANS. Your plan may provide for increased limits and delayed repayment of      
participant loans, where otherwise permitted by your plan, pursuant to the      
Katrina Emergency Tax Relief Act of 2005 and the Gulf Opportunity Zone Act of   
2005. An eligible retirement plan other than an IRA may allow a plan loan to    
delay loan repayment by certain individuals impacted by Hurricanes Katrina, Rita
and Wilma , whose principal places of abode on certain dates were located in    
statutorily defined disaster areas and who sustained an economic loss due to the
hurricane. Generally, if the due date for any repayment with respect to such    
loan occurs during a period beginning on September 23, 2005 (for purposes of    
Hurricane Katrina) or October 23, 2005 (for purposes of Hurricanes Rita and     
Wilma) and ending on December 31, 2006, then such due date may be delayed for   
one year. Note: For purposes of these loan rules, an individual cannot be a     
qualified individual with respect to more than one hurricane. Consult your tax  
advisor to determine if hurricane relief is available to your particular        
situation.                                                                      

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 participants who are 5% or more owners of the plan sponsor) . 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.                                   

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 five years  
from the date of death or minimum distributions may be taken over the life      
expectancy of the individual beneficiaries (or in the case of certain trusts    
that are contract beneficiaries, over the life expectancy of the individuals who
are the beneficiaries of the trust), provided such distributions are payable at 
least annually and begin within one year from the date of death. Special rules  
apply where the beneficiary is the surviving spouse, which allow the spouse to  
assume the Contract and defer the minimum distribution requirements.            

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, including the Earnings Preservation Benefit, as well as all living  
benefits such as GMIB and GMWB) must be added to the account value in computing 
the amount required to be distributed over the applicable period. We will       
provide you with additional information as to the amount of your interest in the
Contract that is subject to required minimum distributions under this new rule  
and either compute the required amount for you or offer to do so at your        
request. The new rules are not entirely clear and you should consult your       
personal tax advisor as to how these rules affect your Contract.                

NOTE TO PARTICIPANTS IN QUALIFIED PLANS INCLUDING 401, 403(B), 457 AS WELL AS   
IRA OWNERS: While annual plan contribution limits may be increased from time to 
time by Congress and the IRS for federal income tax purposes, these limits must 
be adopted by each state for any higher limits to be                            

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effective at a state income tax level. In other words, the permissible          
contribution limits for federal and state income tax purposes may be different. 
Therefore, in certain states, a portion of the contributions may not be         
excludible or deductible from state income taxes. Please consult your employer  
or tax adviser regarding this issue.                                            

INDIVIDUAL RETIREMENT ANNUITIES                                                 

To the extent of earned income for the year and not exceeding the applicable    
limit for the taxable year, an individual may make deductible contributions to  
an individual retirement annuity (IRA). The applicable limit ($2,000 per year   
prior to 2002) has been increased by the Economic Growth and Tax Relief         
Reconciliation Act of 2001 ("EGTRRA"). The limit is $3,000 for calendar years   
2002-2004, $4,000 for calendar years 2005-2007, and will be indexed for         
inflation in years subsequent to 2008. Additional "catch-up contributions" may  
be made to an IRA by individuals age 50 or over. There are certain limits on the
deductible amount based on the adjusted gross income of the individual and      
spouse and on their participation in a retirement plan. If an individual is     
married and the spouse is not employed, the individual may establish IRAs for   
the individual and spouse. Purchase Payments may then be made annually into IRAs
for both spouses in the maximum amount of 100% of earned income up to a combined
limit based on the individual limits outlined above.                            

Deductible contributions to an IRA and Roth IRA for the year must be aggregated 
for purposes of the individual Code Section 408A limits and the Code Section 219
limits (age 50+catch-up).                                                       

Partial or full distributions are treated as ordinary income, except that       
amounts contributed after 1986 on a non-deductible basis are not includable in  
income when distributed. An additional tax of 10% will apply to any taxable     
distribution from the IRA that is received by the participant before the age of 
59 1/2 except by reason of death, disability or as part of a series of payments 
for life or life expectancy. Distributions must commence by April 1st of the    
calendar year after the close of the calendar year in which the individual      
attains the age of 70 1/2. Certain other mandatory distribution rules apply on  
the death of the individual. The individual must maintain personal and tax      
return records of any non-deductible contributions and distributions.           

Section 408 (k) of the Code provides for the purchase of a Simplified Employee  
Pension (SEP) plan. A SEP is funded through an IRA and can accept an annual     
employer contribution limited to the lesser of $42,000 or 100% of pay for each  
participant in 2005 ($44,000 for 2006).                                         

ROTH IRAs                                                                       

Effective January 1, 1998, Section 408A of the Code permits certain individuals 
to contribute to a Roth IRA. Eligibility to make contributions is based upon    
income, and the applicable limits vary based on marital status and/or whether   
the contribution is a rollover contribution from another IRA or an annual       
contribution. Contributions to a Roth IRA, which are subject to certain         
limitations, (similar to the annual limits for traditional IRAs), are not       
deductible and must be made in cash or as a rollover or transfer from another   
Roth IRA or other IRA. A conversion of "traditional" IRA to a Roth IRA may be   
subject to tax and other special rules apply. You should consult a tax adviser  
before combining any converted amounts with other Roth IRA contributions,       
including any other conversion amounts from other tax years.                    

Qualified distributions from a Roth IRA are tax-free. A qualified distribution  
requires that the Roth IRA has been held for at least 5 years, and the          
distribution is made after age 59 1/2, on death or disability of the owner, or  
for a limited amount ($10,000) for a qualified first time home purchase for the 
owner or certain relatives. 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 five taxable years starting with the year in which the first contribution
is made to the Roth IRA.                                                        

NON-QUALIFIED ANNUITY CONTRACTS                                                 

If you purchase the Contract on an individual basis with after-tax dollars and  
not under one of the programs described above, your Contract is referred to as  
non-qualified. As the owner of a non-qualified annuity, you do not receive any  
tax benefit (deduction or deferral of income) on Purchase Payments, but you will
not be taxed on increases in the value of your Contract until a distribution    
occurs -- either as a withdrawal made prior to the Maturity Date or in the form 
of periodic Annuity Payments. As a general rule, there is income in the Contract
(earnings) to the extent the Contract Value exceeds your investment in the      
Contract. The investment in the Contract equals the total Purchase Payments less
any amount received previously which was excludible from gross income.          

Generally, different tax rules apply to Annuity Payments than to withdrawals and
payments received before the annuity starting date. When a withdrawal is made,  
you are taxed on the amount of the withdrawal that is considered earnings under 
federal tax laws.                                                               

Similarly, when you receive an Annuity Payment, part of each periodic payment is
considered a return of your Purchase Payments and will not be taxed, but the    
remaining portion of the Annuity Payment (i.e., any earnings) will be considered
ordinary income for federal income tax purposes. Annuity Payments are subject to
an "excludable amount" or "exclusion ratio" which determines how much of each   
payment is treated as:                                                          

-    a non-taxable return of your purchase payment; or                

-    a taxable payment of earnings.                                   

We generally will tell you how much of each Annuity Payment is a non-taxable    
return of your Purchase Payments. However, it is possible that the IRS could    
conclude that the taxable portion of Annuity Payments under a non-qualified     
contract is an amount greater (or less) than the taxable amount determined by us
and reported by us to you and the IRS. Generally, once the total amount treated 
as a non-taxable return of your Purchase Payments equals your Purchase Payments,
then all remaining payments are fully taxable. We will withhold a portion of the
taxable amount of your Annuity Payment for income taxes, unless you elect       
otherwise. The amount we withhold is determined by the Code.                    

Code Section 72(s) requires that non-qualified annuity contracts meet minimum   
mandatory distribution requirements upon the death of the Contract Owner,       
including the death of either of the Joint Owners. If these requirements are not
met, the Contract will not be treated as an annuity contract for federal income 
tax purposes and earnings under the Contract will be taxable currently, not when
distributed. The distribution required depends, among other things, upon whether
an annuity option is elected or whether the succeeding Contract Owner is the    
surviving spouse. We will administer contracts in accordance with these rules   
and we will notify you when you should begin receiving payments. There is a more
complete discussion of these rules in the SAI.                                  

If a non-qualified annuity is owned by a non-natural person (e.g., a            
corporation), increases in the value of the Contract attributable to Purchase   
Payments made after February 28, 1986 are includable in income annually and     
taxed at ordinary income tax rates. Furthermore, for contracts issued after     
April 22, 1987, if the Contract is transferred to another person or entity      
without adequate consideration, all deferred increases in value will be treated 
as income for federal income tax purposes at the time of the transfer.          

PARTIAL WITHDRAWALS: If you make a partial withdrawal of your Contract Value,   
the distribution generally will be taxed as first coming from earnings (income  
in the Contract) and then from your Purchase Payments. These withdrawn earnings 
are includable in your taxable income. (See Penalty Tax for Premature           
Distributions below.) Any direct or indirect borrowing against the value of the 
Contract or pledging of the Contract as security for a loan will be treated as a
cash distribution                                                               

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under the tax law, and will have tax consequences in the year taken. It should  
be noted that there is no guidance as to the determination of the amount of     
income in a Contract if it is issued with a Guaranteed Minimum Withdrawal       
Benefit (GMWB). Therefore, you should consult with your tax adviser as to the   
potential tax consequences of a partial surrender if your Contract is issued    
with a GMWB.                                                                    

PARTIAL ANNUITIZATIONS: At the present time the IRS has not approved the use of 
an exclusion ratio or exclusion amount when only part of your Contract Value is 
applied to a payment option. Currently, we will treat the application of less   
than your entire Contract Value under a Non-qualified Contract to a payment     
option (i.e. taking Annuity Payments) as a taxable withdrawal for federal income
tax purposes (which may also be subject to the 10% penalty tax if you are under 
age 59-1/2). We will then treat the amount of the withdrawal (after any         
deductions for taxes) as the purchase price of an income annuity and tax report 
the income payments received that annuity under the rules for variable income   
annuities. Consult your tax attorney prior to partially annuitizing your        
Contract.                                                                       

We will determine the excludable amount for each income payment under the       
Contract as a whole by using the rules applicable to variable income payments in
general (i.e. by dividing your after-tax purchase price, as adjusted for any    
refund or guarantee feature, by the number of expected income payments from the 
appropriate IRS table). However, the IRS may determine that the excludable      
amount is different from our computation.                                       

The tax law treats all non-qualified deferred annuities issued after October 21,
1988 by the same company (or its affiliates) to the same owner during any one   
calendar year as one annuity. This may cause a greater portion of your          
withdrawals from the Deferred Annuity to be treated as income than would        
otherwise be the case. Although the law is not clear, the aggregation rule may  
also adversely affect the tax treatment of payments received under an income    
annuity where the owner has purchased more than one non-qualified annuity during
the same calendar year from the same or an affiliated company after October 21, 
1988, and is not receiving income payments from all annuities at the same time. 

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES                             

The Code requires that any non-qualified variable annuity contracts based on a  
Separate Account must meet specific diversification standards. Non-qualified    
variable annuity contracts shall not be treated as an annuity for federal income
tax purposes if investments made in the account are not adequately diversified. 
Final tax regulations define how Separate Accounts must be diversified. The     
Company constantly monitors the diversification of investments and believes that
its accounts are adequately diversified. The consequence of any failure to      
diversify is essentially the loss to the Contract Owner of tax-deferred         
treatment, requiring the current inclusion of a proportionate share of the      
income and gains from the Separate Account assets in the income of each Contract
Owner. The Company intends to administer all contracts subject to this provision
of law in a manner that will maintain adequate diversification.                 

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 Separate 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.                                                                   

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TAXATION OF DEATH BENEFIT PROCEEDS                                              

Amounts may be distributed from a Non-qualified Contract because of the death of
an owner or Annuitant. Generally, such amounts are includable in the income of  
the recipient as follows: (i) if distributed in a lump sum, they are taxed in   
the same manner as a full surrender of the Contract; or (ii) if distributed     
under a payment option, they are taxed in the same way as Annuity Payments.     

OTHER TAX CONSIDERATIONS                                                        

TREATMENT OF CHARGES FOR OPTIONAL BENEFITS                                      

The Contract may provide one or more optional enhanced death benefits or other  
minimum guaranteed benefit that in some cases may exceed the greater of purchase
price or the Contract Value. It is possible that the Internal Revenue Service   
may take the position that the charges for the optional enhanced benefit(s) are 
deemed to be taxable distributions to you. Although we do not believe that a    
charge under such optional enhanced benefit should be treated as a taxable      
withdrawal, you should consult with your tax adviser before selecting any rider 
or endorsement to the Contract.                                                 

GUARANTEED BENEFITS. If you have purchased a GMWB, where otherwise made         
available, note the following:                                                  

The tax treatment of withdrawals under such a benefit is uncertain. It is       
conceivable that the amount of potential gain could be determined based on the  
remaining amounts guaranteed to be available for withdrawal at the time of the  
withdrawal if greater than the account balance (prior to surrender charges).    
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
account balance rather than the remaining benefit to determine gain. However, in
cases where the maximum permitted withdrawal in any year under any version of   
the GMWB exceeds the account balance, 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.         

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

PUERTO RICO TAX CONSIDERATIONS                                                  

The Puerto Rico Internal Revenue Code of 1994 (the "1994 Code") taxes           
distributions from non-qualified annuity contracts differently than in the U.S. 
Distributions that are not in the form of an annuity (including partial         
surrenders and period certain payments) are treated under the 1994 Code first as
a return of investment. Therefore, a substantial portion of the amounts         
distributed generally will be excluded from gross income for Puerto Rico tax    
purposes until the cumulative amount paid exceeds your tax basis. The amount of 
income on annuity distributions (payable over your lifetime) is also calculated 
differently under the 1994 Code. Since Puerto Rico residents are also subject to
U.S. income tax on all income other than income sourced to Puerto Rico and the  
Internal Revenue Service issued guidance in 2004 which indicated that the income
from an annuity contract issued by a U.S. life insurer would be considered U.S. 
source income, the timing of recognition of income from an annuity contract     
could vary between the two jurisdictions. Although the 1994 Code provides a     
credit against the Puerto Rico income tax for U.S. income taxes paid, an        
individual may not get full credit because of the timing differences. You should
consult with a personal tax adviser regarding the tax consequences of purchasing
an annuity contract and/or any proposed distribution, particularly a partial    
distribution or election to annuitize.                                          

NON-RESIDENT ALIENS                                                             

Distributions to non resident aliens ("NRAs") are subject to special and complex
tax and withholding rules under the Code with respect to U.S. source income,    
some of which are based upon the                                                

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particular facts and circumstances of the Contract Owner, the beneficiary and   
the transaction itself. As stated above, the IRS has taken the position that    
income from the Contract received by NRAs is considered U.S. source income. In  
addition, Annuity Payments to NRAs in many countries are exempt from U.S. tax   
(or subject to lower rates) based upon a tax treaty, provided that the Contract 
Owner complies with the applicable requirements. NRAs should seek guidance from 
a tax adviser regarding their personal situation.                               

 OTHER INFORMATION

THE INSURANCE COMPANIES                                                         

Please refer to your Contract to determine which Company issued your Contract.  

MetLife Insurance Company of Connecticut (formerly, The Travelers Insurance     
Company) is a stock insurance company chartered in 1863 in Connecticut and      
continuously engaged in the insurance business since that time. It is licensed  
to conduct life insurance business in all states of the United States, the      
District of Columbia, Puerto Rico, Guam, the U.S. and British Virgin Islands and
the Bahamas. The Company is a wholly-owned subsidiary of MetLife, Inc., a       
publicly-traded company. MetLife, Inc., through its subsidiaries and affiliates,
is a leading provider of insurance and other financial services to individual   
and institutional customers. The Company's Home Office is located at One        
Cityplace, Hartford, Connecticut 06103-3415.                                    

MetLife Life and Annuity Company of Connecticut (formerly, The Travelers Life   
and Annuity Company) is a stock insurance company chartered in 1973 in          
Connecticut and continuously engaged in the insurance business since that time. 
It is licensed to conduct life insurance business in all states of the United   
States (except New York), the District of Columbia and Puerto Rico. The Company 
is an indirect wholly-owned subsidiary of MetLife, Inc., a publicly-traded      
company. The Company's Home Office is located at One Cityplace, Hartford,       
Connecticut 06103-3415.                                                         

FINANCIAL STATEMENTS                                                            

The financial statements for the Company and its Separate Account are located in
the Statement of Additional Information.                                        

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS                                      

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT. MetLife Insurance Company of 
Connecticut and MetLife Life and Annuity Company of Connecticut (together the   
"Company") have appointed MLI Distribution LLC ("MLIDLLC") (formerly, Travelers 
Distribution LLC) to serve as the principal underwriter and distributor of the  
securities offered through this Prospectus, pursuant to the terms of a          
Distribution and Principal Underwriting Agreement. MLIDLLC, which is an         
affiliate of the Company, also acts as the principal underwriter and distributor
of other variable annuity contracts and variable life insurance policies issued 
by the Company and its affiliated companies. The Company reimburses MLIDLLC for 
expenses MLIDLLC incurs in distributing the Contracts (e.g. commissions payable 
to retail broker-dealers who sell the Contracts). MLIDLLC does not retain any   
fees under the Contracts; however, MLIDLLC may receive 12b-1 fees from the      
Underlying Funds.                                                               

MLIDLLC's principal executive offices are located at One Cityplace, Hartford,   
Connecticut 06103. MLIDLLC is registered as a broker-dealer with the Securities 
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as   
well as the securities commissions in the states in which it operates, and is a 
member of the National Association of Securities Dealers, Inc. ("NASD").        

MLIDLLC and the Company enter into selling agreements with broker-dealers who   
are registered with the SEC and are members of the NASD, and with entities that 
may offer the Contracts but are exempt from registration. Applications for the  
Contract are solicited by registered representatives who are associated persons 
of such broker-dealer firms. Such representatives act as appointed agents of the
Company under applicable state insurance law and must be licensed to sell       
variable                                                                        

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insurance products. The Company no longer offers the Contracts to new           
purchasers, but it continues to accept Purchase Payments from existing Contract 
Owners.                                                                         

COMPENSATION. Broker-dealers who have selling agreements with MLIDLLC and the   
Company are paid compensation for the promotion and sale of the Contracts.      
Registered representatives who solicit sales of the Contract typically receive a
portion of the compensation payable to the broker-dealer firm. The amount the   
registered representative receives depends on the agreement between the firm and
the registered representative. This agreement may also provide for the payment  
of other types of cash and non-cash compensation and other benefits. A          
broker-dealer firm or registered representative of a firm may receive different 
compensation for selling one product over another and/or may be inclined to     
favor or disfavor one product provider over another product provider due to     
differing compensation rates.                                                   

We generally pay compensation as a percentage of Purchase Payments invested in  
the Contract. Alternatively, we may pay lower compensation on Purchase Payments 
but pay periodic asset-based compensation based on all or a portion of the      
Contract Value. The amount and timing of compensation may vary depending on the 
selling agreement but is not expected to exceed 7.50% of Purchase Payments (if  
up-front compensation is paid to registered representatives) and up to 1.50%    
annually of average Contract Value (if asset-based compensation is paid to      
registered representatives). We pay American Funds Distributors, Inc.,          
principal underwriter for the American Funds Insurance Series, a percentage of  
all Purchase Payments allocated to the Funds of the American Funds Insurance    
Series for services it provides in marketing the Fund's shares in connection    
with the Contract.                                                              

The Company and MLIDLLC have also entered into preferred distribution           
arrangements with certain broker-dealer firms. These arrangements are sometimes 
called "shelf space" arrangements. Under these arrangements, the Company and    
MLIDLLC pay separate, additional compensation to the broker-dealer firm for     
services the broker-dealer provides in connection with the distribution of the  
Company's products. These services may include providing the Company with access
to the distribution network of the broker-dealer, the hiring and training of the
broker-dealer's sales personnel, the sponsoring of conferences and seminars by  
the broker-dealer, or general marketing services performed by the broker-dealer.
The broker-dealer may also provide other services or incur other costs in       
connection with distributing the Company's products.                            

These preferred distribution arrangements will not be offered to all            
broker-dealer firms and the terms of such arrangements may differ between       
broker-dealer firms. Compensation payable under such arrangements may be based  
on aggregate, net or anticipated sales of the Contracts, total assets           
attributable to sales of the Contract by registered representatives of the      
broker-dealer firm or based on the length of time that a Contract owner has     
owned the Contract. Any such compensation payable to a broker-dealer firm will  
be made by MLIDLLC or the Company out of their own assets and will not result in
any additional direct charge to you. Such compensation may cause the            
broker-dealer firm and its registered representatives to favor the Company's    
products. The Company and MLIDLLC have entered into a preferred distribution    
arrangement with their affiliate Tower Square Securities, Inc. and with the     
unaffiliated broker-dealer firms identified in the Statement of Additional      
Information. The Company and MLIDLLC may enter into similar arrangements with   
their other affiliates Metropolitan Life Insurance Company, Walnut Street       
Securities, Inc. and New England Securities Corporation. See the "Statement of  
Additional Information-DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT" for a 
list of the broker-dealer firms that received such  additional compensation     
during 2005, as well as the range of additional compensation paid.              

The Company and MLIDLLC have entered into selling agreements with certain       
broker-dealer firms that have an affiliate that acts as investment adviser or   
sub-adviser to one or more Underlying Funds which may be offered in the         
Contracts. These investment advisory firms include Fidelity Management &        
Research Company, Morgan Stanley Investment Advisers Inc., Merrill Lynch        
Investment Managers, L.P., MetLife Investment Funds Management LLC, MetLife     
Advisers LLC and Met Investors Advisory LLC. MetLife Investment Funds Management
LLC, MetLife Advisers LLC and MetLife Investors Advisory LLC are affiliates of  
the Company. Registered representatives of broker-dealer firms with an          
affiliated company acting as an adviser or a sub-adviser may favor these Funds  
when offering the Contracts.                                                    

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CONFORMITY WITH STATE AND FEDERAL LAWS                                          

The laws of the state in which we deliver a Contract govern that Contract. Where
a state has not approved a Contract feature or funding option, it will not be   
available in that state. Any paid-up annuity, Cash Surrender Value or death     
benefits that are available under the Contract are not less than the minimum    
benefits required by the statutes of the state in which we delivered the        
Contract. We reserve the right to make any changes, including retroactive       
changes, in the Contract to the extent that the change is required to meet the  
requirements of any law or regulation issued by any governmental agency to which
the Company, the Contract or the Contract Owner is subject.                     

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VOTING RIGHTS                                                                   

The Company is the legal owner of the shares of the Underlying Funds. However,  
we believe that when an Underlying Fund solicits proxies in conjunction with a  
vote of shareholders we are required to obtain from you and from other owners   
instructions on how to vote those shares. We will vote all shares, including    
those we may own on our own behalf, and those where we have not received        
instructions from Contract Owners, in the same proportion as shares for which we
received voting instructions. Should we determine that we are no longer required
to comply with the above, we will vote on the shares in our own right. In       
certain limited circumstances, and when permitted by law, we may disregard      
voting instructions. If we do disregard voting instructions, a summary of that  
action and the reasons for such action would be included in the next annual     
report to Contract Owners.                                                      

RESTRICTIONS ON FINANCIAL TRANSACTIONS                                          

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

LEGAL PROCEEDINGS                                                               

In the ordinary course of business, the Company, 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, the Company does not believe any
such action or proceeding will have a material adverse effect upon the Separate 
Account or upon the ability of MLIDLLC to perform its contract with the Separate
Account or of the Company to meet its obligations under the Contracts.          

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 APPENDIX A -- CONDENSED FINANCIAL INFORMATION

 THE METLIFE OF CT FUND ABD FOR VARIABLE ANNUITIES
 ACCUMULATION UNIT VALUES (IN DOLLARS)

The following Accumulation Unit Value ("AUV") information should be read in     
conjunction with the Separate Account's audited financial statement and notes,  
which are included in the Statement of Additional Information ("SAI"). The first
table provides the AUV information for the MINIMUM Separate Account Charge      
available under the Contract. The second table provides the AUV information for 
the MAXIMUM Separate Account Charge available under the Contract. The Separate  
Account Charges that fall in between this range are included in the SAI, which  
is free of charge. You may request a copy of the SAI by calling the toll-free   
number found on the first page of this prospectus or by mailing in the coupon   
attached in Appendix D. Please refer to the Fee Table section of this prospectus
for more information on Separate Account Charges.                               

SEPARATE ACCOUNT CHARGES 1.40%

                                                        [Enlarge/Download Table]


                                                         UNIT VALUE AT                 NUMBER OF UNITS
                                                         BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME              YEAR     YEAR         END OF YEAR     END OF YEAR  
-------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                      
   Capital Appreciation Fund (4/97)                2005     1.865            2.174       20,519,771   
                                                   2004     1.583            1.865       23,444,034   
                                                   2003     1.285            1.583       26,729,382   
                                                   2002     1.739            1.285       30,628,302   
                                                   2001     2.387            1.739       37,797,218   
                                                   2000     3.098            2.387       37,804,248   
                                                   1999     2.046            3.098       25,971,911   
                                                   1998     1.283            2.046       10,561,314   
                                                   1997     1.032            1.283          870,525   
                                                   1996     1.000            1.032                -   

   High Yield Bond Trust (5/04)                    2005     1.070            1.069           85,854   
                                                   2004     1.000            1.070            1,000   

   Managed Assets Trust (5/04)                     2005     1.078            1.104          172,657   
                                                   2004     1.000            1.078          237,059   

   Money Market Portfolio (7/97)                   2005     1.175            1.192       14,781,794   
                                                   2004     1.179            1.175       19,265,493   
                                                   2003     1.187            1.179       26,060,260   
                                                   2002     1.187            1.187       37,562,237   
                                                   2001     1.160            1.187       40,133,062   
                                                   2000     1.107            1.160       15,545,185   
                                                   1999     1.070            1.107       16,750,270   
                                                   1998     1.033            1.070        9,244,927   
                                                   1997     1.000            1.033          345,682   

AIM Variable Insurance Funds                                                                          
   AIM V.I. Premier Equity Fund - Series I (9/00)  2005     0.668            0.696        5,434,277   
                                                   2004     0.640            0.668        6,216,851   
                                                   2003     0.519            0.640        6,961,089   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                      YEAR     YEAR         END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   AIM V.I. Premier Equity Fund - Series I  (continued)    2002       0.755          0.519        7,491,542   
                                                           2001       0.875          0.755        7,280,717   

AllianceBernstein Variable Product Series Fund, Inc.                                                          
   AllianceBernstein Large-Cap Growth Portfolio - Class B                                                     
   (5/00)                                                  2005       0.567          0.642       12,264,209   
                                                           2004       0.531          0.567       14,267,431   
                                                           2003       0.436          0.531       15,968,585   
                                                           2002       0.640          0.436       18,860,012   
                                                           2001       0.786          0.640       21,249,041   
                                                           2000       1.000          0.786        8,906,509   

American Funds Insurance Series                                                                               
   Global Growth Fund - Class 2 Shares (5/03)              2005       1.450          1.631           67,409   
                                                           2004       1.296          1.450           10,485   
                                                           2003       1.000          1.296           15,821   

   Growth Fund - Class 2 Shares (5/03)                     2005       1.385          1.587          423,497   
                                                           2004       1.248          1.385           27,837   
                                                           2003       1.000          1.248           78,806   

   Growth-Income Fund - Class 2 Shares (5/03)              2005       1.364          1.423          916,975   
                                                           2004       1.253          1.364          759,848   
                                                           2003       1.000          1.253          323,713   

Credit Suisse Trust                                                                                           
   Credit Suisse Trust Emerging Markets Portfolio (6/98)   2005       1.195          1.507        2,014,405   
                                                           2004       0.970          1.195        1,952,627   
                                                           2003       0.688          0.970        2,025,657   
                                                           2002       0.789          0.688        2,659,825   
                                                           2001       0.886          0.789        2,463,748   
                                                           2000       1.313          0.886        2,477,705   
                                                           1999       0.734          1.313          892,012   
                                                           1998       1.000          0.734          223,688   

Delaware VIP Trust                                                                                            
   Delaware VIP REIT Series - Standard Class (6/98)        2005       2.123          2.244        4,181,107   
                                                           2004       1.639          2.123        4,852,394   
                                                           2003       1.240          1.639        4,631,163   
                                                           2002       1.203          1.240        4,187,869   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                     BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                         YEAR     YEAR         END OF YEAR     END OF YEAR  
------------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                 
   Delaware VIP REIT Series - Standard Class  (continued)     2001      1.121           1.203        1,959,474   
                                                              2000      0.866           1.121          732,010   
                                                              1999      0.901           0.866          357,910   
                                                              1998      1.000           0.901           96,983   

Dreyfus Variable Investment Fund                                                                                 
   Dreyfus VIF - Appreciation Portfolio - Initial Shares                                                         
   (5/98)                                                     2005      1.089           1.121        7,798,581   
                                                              2004      1.051           1.089        9,090,416   
                                                              2003      0.880           1.051       10,276,258   
                                                              2002      1.071           0.880       10,947,330   
                                                              2001      1.198           1.071       11,107,345   
                                                              2000      1.223           1.198       10,147,802   
                                                              1999      1.112           1.223        7,840,789   
                                                              1998      1.000           1.112        2,937,245   

   Dreyfus VIF - Developing Leaders Portfolio - Initial                                                          
   Shares (5/98)                                              2005      1.244           1.298       11,125,651   
                                                              2004      1.133           1.244       12,500,426   
                                                              2003      0.872           1.133       13,746,841   
                                                              2002      1.094           0.872       13,477,877   
                                                              2001      1.182           1.094       11,594,005   
                                                              2000      1.058           1.182        6,798,006   
                                                              1999      0.871           1.058        3,387,052   
                                                              1998      1.000           0.871        1,435,805   

FAM Variable Series Funds, Inc.                                                                                  
   Mercury Global Allocation V.I. Fund - Class III (11/03)    2005      1.210           1.315           55,019   
                                                              2004      1.074           1.210            1,000   
                                                              2003      1.000           1.074            1,000   

   Mercury Value Opportunities V.I. Fund - Class III (11/03)  2005      1.208           1.312            8,120   
                                                              2004      1.068           1.208            1,000   
                                                              2003      1.000           1.068            1,000   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                     BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                         YEAR     YEAR         END OF YEAR     END OF YEAR  
------------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                 
Franklin Templeton Variable Insurance Products Trust                                                             
   Mutual Shares Securities Fund - Class 2 Shares (5/02)      2005      1.158           1.262           428,090  
                                                              2004      1.043           1.158           372,994  
                                                              2003      0.845           1.043           322,440  
                                                              2002      1.000           0.845           177,623  

   Templeton Developing Markets Securities Fund - Class 2                                                        
   Shares (5/03)                                              2005      1.781           2.238           444,083  
                                                              2004      1.448           1.781            52,098  
                                                              2003      1.000           1.448             1,000  

   Templeton Foreign Securities Fund - Class 2 Shares (5/04)  2005      1.152           1.251           239,442  
                                                              2004      1.000           1.152            22,145  

   Templeton Growth Securities Fund - Class 2 Shares (5/02)   2005      1.180           1.267           566,278  
                                                              2004      1.032           1.180           345,139  
                                                              2003      0.792           1.032           217,709  
                                                              2002      1.000           0.792           191,381  

Greenwich Street Series Fund                                                                                     
   Equity Index Portfolio - Class II Shares (6/99)            2005      0.889           0.914        13,990,381  
                                                              2004      0.818           0.889        15,621,864  
                                                              2003      0.649           0.818        15,860,350  
                                                              2002      0.848           0.649        15,365,066  
                                                              2001      0.982           0.848        13,010,004  
                                                              2000      1.098           0.982         4,272,617  
                                                              1999      1.000           1.098           753,819  

   Salomon Brothers Variable Aggressive Growth Fund - Class                                                      
   I Shares (5/02)                                            2005      1.126           1.220            76,103  
                                                              2004      1.047           1.126            81,319  
                                                              2003      0.758           1.047            58,126  
                                                              2002      1.000           0.758            16,289  

   Salomon Brothers Variable Growth & Income Fund - Class I                                                      
   Shares (5/02)                                              2005      1.098           1.122            45,529  
                                                              2004      1.027           1.098            32,170  

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                     BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                         YEAR     YEAR         END OF YEAR     END OF YEAR  
------------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                 
   Salomon Brothers Variable Growth & Income Fund - Class I                                                      
   Shares  (continued)                                        2003      0.800          1.027             62,457  
                                                              2002      1.000          0.800             85,414  

Janus Aspen Series                                                                                               
   Balanced Portfolio - Service Shares (5/00)                 2005      1.004          1.066         10,647,659  
                                                              2004      0.941          1.004         12,240,173  
                                                              2003      0.839          0.941         14,072,516  
                                                              2002      0.911          0.839         14,830,766  
                                                              2001      0.972          0.911         13,475,207  
                                                              2000      1.000          0.972          4,934,773  

   Global Life Sciences Portfolio - Service Shares (5/00)     2005      0.907          1.004          3,155,118  
                                                              2004      0.805          0.907          3,476,009  
                                                              2003      0.647          0.805          3,630,574  
                                                              2002      0.931          0.647          3,729,488  
                                                              2001      1.135          0.931          4,102,883  
                                                              2000      1.000          1.135          1,951,454  

   Global Technology Portfolio - Service Shares (5/00)        2005      0.346          0.381          7,921,106  
                                                              2004      0.349          0.346         10,149,731  
                                                              2003      0.242          0.349         10,039,692  
                                                              2002      0.415          0.242         11,940,339  
                                                              2001      0.672          0.415         10,706,223  
                                                              2000      1.000          0.672          5,661,986  

   Worldwide Growth Portfolio - Service Shares (5/00)         2005      0.561          0.584         10,682,752  
                                                              2004      0.544          0.561         12,214,595  
                                                              2003      0.446          0.544         13,388,686  
                                                              2002      0.609          0.446         15,628,277  
                                                              2001      0.798          0.609         16,824,804  
                                                              2000      1.000          0.798          7,908,763  

Lazard Retirement Series, Inc.                                                                                   
   Lazard Retirement Small Cap Portfolio (5/03)               2005      1.513          1.552             67,107  
                                                              2004      1.336          1.513             34,334  
                                                              2003      1.000          1.336              3,786  

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                     BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                         YEAR     YEAR         END OF YEAR     END OF YEAR  
------------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                 
Lord Abbett Series Fund, Inc.                                                                                    
   Growth and Income Portfolio (5/03)                         2005     1.382           1.408            228,478  
                                                              2004     1.244           1.382            204,892  
                                                              2003     1.000           1.244             74,814  

   Mid-Cap Value Portfolio (5/03)                             2005     1.541           1.644            182,586  
                                                              2004     1.260           1.541             93,253  
                                                              2003     1.000           1.260             51,292  

Oppenheimer Variable Account Funds                                                                               
   Oppenheimer Main Street Fund/VA - Service Shares (5/04)    2005     1.074           1.120             47,506  
                                                              2004     1.000           1.074             32,693  

PIMCO Variable Insurance Trust                                                                                   
   Real Return Portfolio - Administrative Class (5/03)        2005     1.125           1.133            511,105  
                                                              2004     1.048           1.125            546,468  
                                                              2003     1.000           1.048             59,374  

   Total Return Portfolio - Administrative Class (5/01)       2005     1.213           1.226         16,712,465  
                                                              2004     1.173           1.213         18,497,713  
                                                              2003     1.132           1.173         20,769,372  
                                                              2002     1.053           1.132         20,028,983  
                                                              2001     1.000           1.053          4,888,796  

Putnam Variable Trust                                                                                            
   Putnam VT Discovery Growth Fund - Class IB Shares (5/01)   2005     0.773           0.817            272,443  
                                                              2004     0.728           0.773            306,260  
                                                              2003     0.560           0.728            310,382  
                                                              2002     0.806           0.560            299,898  
                                                              2001     1.000           0.806            269,501  

   Putnam VT International Equity Fund - Class IB Shares                                                         
   (5/01)                                                     2005     1.011           1.118          2,117,519  
                                                              2004     0.882           1.011          2,056,976  
                                                              2003     0.696           0.882          1,956,203  
                                                              2002     0.857           0.696          3,980,191  
                                                              2001     1.000           0.857          1,555,346  

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                     BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                         YEAR     YEAR         END OF YEAR     END OF YEAR  
------------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                 
   Putnam VT Small Cap Value Fund - Class IB Shares (5/01)    2005      1.611           1.701         1,410,762  
                                                              2004      1.295           1.611         1,595,356  
                                                              2003      0.877           1.295         1,572,753  
                                                              2002      1.088           0.877         1,357,973  
                                                              2001      1.000           1.088           432,357  

Salomon Brothers Variable Series Funds Inc.                                                                      
   All Cap Fund - Class I (10/98)                             2005      1.655           1.698        10,354,574  
                                                              2004      1.549           1.655        11,436,639  
                                                              2003      1.130           1.549        11,935,706  
                                                              2002      1.529           1.130        11,108,929  
                                                              2001      1.522           1.529         5,065,288  
                                                              2000      1.305           1.522           907,328  

   Investors Fund - Class I (6/98)                            2005      1.311           1.377        15,084,411  
                                                              2004      1.204           1.311        17,246,134  
                                                              2003      0.923           1.204        18,513,035  
                                                              2002      1.216           0.923        19,285,141  
                                                              2001      1.287           1.216        15,853,833  
                                                              2000      1.132           1.287         7,090,936  
                                                              1999      1.029           1.132         3,905,967  
                                                              1998      1.000           1.029         1,764,644  

   Large Cap Growth Fund - Class I (5/02)                     2005      1.130           1.173           142,168  
                                                              2004      1.140           1.130           175,994  
                                                              2003      0.800           1.140           109,369  
                                                              2002      1.000           0.800            12,895  

   Small Cap Growth Fund - Class I (5/00)                     2005      0.969           1.002         1,217,569  
                                                              2004      0.853           0.969         1,642,854  
                                                              2003      0.581           0.853         2,003,014  
                                                              2002      0.903           0.581         1,607,182  
                                                              2001      0.987           0.903         1,517,383  
                                                              2000      1.000           0.987           417,439  

The Travelers Series Trust                                                                                       
   AIM Capital Appreciation Portfolio (9/00)                  2005      0.591           0.634         3,429,858  
                                                              2004      0.563           0.591         4,221,518  
                                                              2003      0.442           0.563         4,537,981  

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                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                       YEAR       YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------  ------  -------------  -------------  ---------------
                                                                                                                
AIM Capital Appreciation Portfolio  (continued)            2002        0.588           0.442         5,204,466  
                                                           2001        0.783           0.588         5,177,186  

Convertible Securities Portfolio (5/98)                    2005        1.520           1.504         8,835,146  
                                                           2004        1.450           1.520        10,337,381  
                                                           2003        1.165           1.450        10,925,597  
                                                           2002        1.270           1.165        11,385,903  
                                                           2001        1.299           1.270         9,680,620  
                                                           2000        1.170           1.299         3,349,925  
                                                           1999        1.000           1.170         1,137,997  
                                                           1998        1.000           1.000           458,699  

Disciplined Mid Cap Stock Portfolio (6/97)                 2005        2.146           2.380         4,699,533  
                                                           2004        1.869           2.146         5,287,543  
                                                           2003        1.417           1.869         5,505,923  
                                                           2002        1.677           1.417         5,642,651  
                                                           2001        1.773           1.677         5,089,354  
                                                           2000        1.541           1.773         3,629,362  
                                                           1999        1.377           1.541         2,663,507  
                                                           1998        1.195           1.377         1,425,770  
                                                           1997        1.000           1.195           120,880  

Equity Income Portfolio (5/97)                             2005        1.810           1.864        19,336,704  
                                                           2004        1.670           1.810        22,752,381  
                                                           2003        1.291           1.670        24,652,637  
                                                           2002        1.521           1.291        25,581,166  
                                                           2001        1.652           1.521        27,130,603  
                                                           2000        1.535           1.652        22,535,737  
                                                           1999        1.484           1.535        19,892,863  
                                                           1998        1.339           1.484        12,301,819  
                                                           1997        1.026           1.339           639,656  
                                                           1996        1.000           1.026                 -  

Federated High Yield Portfolio (5/97)                      2005        1.464           1.480         8,626,242  
                                                           2004        1.345           1.464         9,967,219  
                                                           2003        1.114           1.345        11,222,864  
                                                           2002        1.089           1.114        10,745,854  
                                                           2001        1.084           1.089        10,746,070  
                                                           2000        1.196           1.084        10,245,417  
                                                           1999        1.177           1.196        10,237,038  

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                                                        [Enlarge/Download Table]

                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                  BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                      YEAR     YEAR        END OF YEAR     END OF YEAR   
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
Federated High Yield Portfolio  (continued)                1998      1.140           1.177         7,715,310  
                                                           1997      1.000           1.140           620,667  

Federated Stock Portfolio (5/97)                           2005      1.737           1.804         4,173,260  
                                                           2004      1.593           1.737         5,117,199  
                                                           2003      1.266           1.593         5,608,556  
                                                           2002      1.592           1.266         5,995,963  
                                                           2001      1.588           1.592         6,935,446  
                                                           2000      1.552           1.588         7,399,547  
                                                           1999      1.494           1.552         7,710,739  
                                                           1998      1.285           1.494         4,599,587  
                                                           1997      1.000           1.285           352,550  

Large Cap Portfolio (6/97)                                 2005      1.435           1.538        14,843,563  
                                                           2004      1.366           1.435        17,524,614  
                                                           2003      1.111           1.366        19,563,576  
                                                           2002      1.459           1.111        21,047,983  
                                                           2001      1.790           1.459        24,478,964  
                                                           2000      2.123           1.790        22,306,844  
                                                           1999      1.665           2.123        15,562,311  
                                                           1998      1.245           1.665         6,662,550  
                                                           1997      1.023           1.245           491,869  
                                                           1996      1.000           1.023                 -  

Mercury Large Cap Core Portfolio (5/98)                    2005      0.922           1.019         1,840,018  
                                                           2004      0.807           0.922         2,270,996  
                                                           2003      0.675           0.807         2,601,337  
                                                           2002      0.915           0.675         2,775,596  
                                                           2001      1.197           0.915         3,043,071  
                                                           2000      1.285           1.197         2,244,673  
                                                           1999      1.054           1.285         1,352,776  
                                                           1998      1.000           1.054           149,981  

MFS Emerging Growth Portfolio (4/97)                       2005      1.259           1.221                 -  
                                                           2004      1.132           1.259        11,721,289  
                                                           2003      0.889           1.132        13,007,533  
                                                           2002      1.371           0.889        14,224,892  
                                                           2001      2.179           1.371        17,469,577  
                                                           2000      2.766           2.179        16,347,854  
                                                           1999      1.587           2.766        11,222,748  
                                                           1998      1.198           1.587         5,891,811  

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                                                     UNIT VALUE AT                 NUMBER OF UNITS
                                                      BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                PORTFOLIO NAME                 YEAR      YEAR        END OF YEAR      END OF YEAR 
---------------------------------------------  ----  -------------  -------------  -------------- 
                                                                                                  
MFS Emerging Growth Portfolio  (continued)     1997     1.004           1.198           528,553   
                                               1996     1.000           1.004                 -   

MFS Mid Cap Growth Portfolio (4/98)            2005     0.994           1.010        25,184,582   
                                               2004     0.883           0.994        14,951,676   
                                               2003     0.653           0.883        16,234,877   
                                               2002     1.295           0.653        17,198,804   
                                               2001     1.721           1.295        17,692,810   
                                               2000     1.595           1.721        10,884,619   
                                               1999     0.985           1.595         3,220,420   
                                               1998     1.000           0.985           696,846   

MFS Total Return Portfolio (5/97)              2005     1.765           1.792        34,709,362   
                                               2004     1.606           1.765        40,255,596   
                                               2003     1.397           1.606        42,355,172   
                                               2002     1.496           1.397        42,905,992   
                                               2001     1.517           1.496        38,437,801   
                                               2000     1.319           1.517        29,382,873   
                                               1999     1.303           1.319        27,173,225   
                                               1998     1.183           1.303        16,380,184   
                                               1997     1.000           1.183           962,287   

MFS Value Portfolio (5/00)                     2005     1.065           1.118           109,207   
                                               2004     0.952           1.065            50,550   
                                               2003     0.855           0.952                 -   
                                               2002     0.997           0.855                 -   
                                               2001     1.027           0.997                 -   
                                               2000     1.000           1.027                 -   

Mondrian International Stock Portfolio (5/97)  2005     1.153           1.245        10,978,822   
                                               2004     1.010           1.153        11,645,822   
                                               2003     0.796           1.010        12,049,553   
                                               2002     0.928           0.796        13,668,745   
                                               2001     1.275           0.928        15,755,872   
                                               2000     1.460           1.275        14,943,761   
                                               1999     1.216           1.460        10,264,070   
                                               1998     1.095           1.216         6,533,760   
                                               1997     1.027           1.095           849,629   
                                               1996     1.000           1.027                 -   

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                                                                            UNIT VALUE AT                  NUMBER OF UNITS
                                                                            BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT 
                            PORTFOLIO NAME                            YEAR      YEAR        END OF YEAR      END OF YEAR  
--------------------------------------------------------------------  ----  -------------  --------------  ---------------
                                                                                                                          
Pioneer Fund Portfolio (5/03)                                         2005      1.333           1.394            19,513   
                                                                      2004      1.217           1.333            10,101   
                                                                      2003      1.000           1.217             5,429   

Pioneer Strategic Income Portfolio (5/97)                             2005      1.439           1.472         1,738,443   
                                                                      2004      1.316           1.439         1,902,975   
                                                                      2003      1.116           1.316         2,160,723   
                                                                      2002      1.069           1.116         2,458,578   
                                                                      2001      1.040           1.069         3,562,219   
                                                                      2000      1.059           1.040         3,631,654   
                                                                      1999      1.062           1.059         3,396,677   
                                                                      1998      1.070           1.062         1,955,397   
                                                                      1997      1.007           1.070            51,659   
                                                                      1996      1.000           1.007                 -   

Strategic Equity Portfolio (6/97)                                     2005      1.403           1.412        16,374,889   
                                                                      2004      1.291           1.403        19,972,191   
                                                                      2003      0.988           1.291        22,746,591   
                                                                      2002      1.508           0.988        25,280,072   
                                                                      2001      1.765           1.508        31,918,323   
                                                                      2000      2.189           1.765        32,922,575   
                                                                      1999      1.679           2.189        25,024,627   
                                                                      1998      1.319           1.679        13,211,206   
                                                                      1997      1.037           1.319         1,062,634   
                                                                      1996      1.000           1.037                 -   

Travelers Quality Bond Portfolio (5/97)                               2005      1.409           1.412        23,917,150   
                                                                      2004      1.383           1.409        30,744,474   
                                                                      2003      1.311           1.383        36,575,985   
                                                                      2002      1.257           1.311        38,055,248   
                                                                      2001      1.190           1.257        30,037,629   
                                                                      2000      1.128           1.190        16,565,402   
                                                                      1999      1.131           1.128        13,396,194   
                                                                      1998      1.057           1.131         9,328,606   
                                                                      1997      1.001           1.057           378,758   
                                                                      1996      1.000           1.001                 -   

U.S. Government Securities Portfolio (5/04)                           2005      1.052           1.083           103,932   
                                                                      2004      1.000           1.052            10,705   

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                                                        [Enlarge/Download Table]

                                                                            UNIT VALUE AT                  NUMBER OF UNITS
                                                                            BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT 
                            PORTFOLIO NAME                            YEAR      YEAR        END OF YEAR      END OF YEAR  
--------------------------------------------------------------------  ----  -------------  --------------  ---------------
                                                                                                                          
Travelers Series Fund Inc.                                                                                                
   SB Adjustable Rate Income Portfolio - Class I Shares (9/03)        2005      0.997         1.006              89,719   
                                                                      2004      0.999         0.997              63,236   
                                                                      2003      1.000         0.999              13,710   

   Social Awareness Stock Portfolio (5/04)                            2005      1.083         1.115                   -   
                                                                      2004      1.000         1.083               3,000   

Van Kampen Life Investment Trust                                                                                          
   Comstock Portfolio - Class II Shares (12/00)                       2005      1.215         1.247           7,096,647   
                                                                      2004      1.049         1.215           6,571,850   
                                                                      2003      0.814         1.049           6,680,549   
                                                                      2002      1.024         0.814           6,548,811   
                                                                      2001      1.069         1.024           3,476,351   

   Enterprise Portfolio - Class II Shares (12/00)                     2005      0.688         0.731             547,127   
                                                                      2004      0.672         0.688             697,334   
                                                                      2003      0.542         0.672             732,809   
                                                                      2002      0.781         0.542             592,083   
                                                                      2001      0.997         0.781             522,639   

Variable Insurance Products Fund                                                                                          
   Contrafund<< Portfolio - Service Class 2 (5/00)                    2005      1.019         1.172          14,262,420   
                                                                      2004      0.897         1.019          10,841,489   
                                                                      2003      0.710         0.897          10,150,010   
                                                                      2002      0.796         0.710           9,701,628   
                                                                      2001      0.957         0.796           8,023,592   
                                                                      2001      0.923         0.957                   -   
                                                                      2000      1.000         0.923           3,113,370   

   Dynamic Capital Appreciation Portfolio - Service Class 2 (12/00)   2005      0.755         0.899             423,091   
                                                                      2004      0.756         0.755             456,631   
                                                                      2003      0.614         0.756             409,247   
                                                                      2002      0.673         0.614             240,022   
                                                                      2001      1.000         0.673              12,128   

   Mid Cap Portfolio - Service Class 2 (12/00)                        2005      1.486         1.729           8,136,691   
                                                                      2004      1.209         1.486           7,053,117   
                                                                      2003      0.887         1.209           6,373,888   

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                                                        [Enlarge/Download Table]

                                                                            UNIT VALUE AT                  NUMBER OF UNITS
                                                                            BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT 
                            PORTFOLIO NAME                            YEAR      YEAR        END OF YEAR      END OF YEAR  
--------------------------------------------------------------------  ----  -------------  --------------  ---------------
                                                                                                                          
Mid Cap Portfolio - Service Class 2  (continued)                      2002      0.999          0.887         5,310,526    
                                                                      2001      1.000          0.999         1,727,443    


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                                                                            UNIT VALUE AT                  NUMBER OF UNITS
                                                                            BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT 
                            PORTFOLIO NAME                            YEAR      YEAR        END OF YEAR      END OF YEAR  
--------------------------------------------------------------------  ----  -------------  --------------  ---------------
                                                                                                                          
   Capital Appreciation Fund (4/97)                                   2005      1.483          1.717              -       
                                                                      2004      1.267          1.483              -       
                                                                      2003      1.000          1.267              -       

   High Yield Bond Trust (5/04)                                       2005      1.065          1.057              -       
                                                                      2004      1.000          1.065              -       

   Managed Assets Trust (5/04)                                        2005      1.073          1.091              -       
                                                                      2004      1.000          1.073              -       

   Money Market Portfolio (7/97)                                      2005      0.978          0.985              -       
                                                                      2004      0.988          0.978              -       
                                                                      2003      1.000          0.988              -       

AIM Variable Insurance Funds                                                                                              
   AIM V.I. Premier Equity Fund - Series I (9/00)                     2005      1.309          1.354              -       
                                                                      2004      1.263          1.309              -       
                                                                      2003      1.000          1.263              -       

AllianceBernstein Variable Product Series Fund, Inc.                                                                      
   AllianceBernstein Large-Cap Growth Portfolio - Class B (5/00)      2005      1.328          1.493              -       
                                                                      2004      1.251          1.328              -       
                                                                      2003      1.000          1.251              -       

American Funds Insurance Series                                                                                           
   Global Growth Fund - Class 2 Shares (5/03)                         2005      1.433          1.601              -       
                                                                      2004      1.290          1.433              -       
                                                                      2003      1.000          1.290              -       

   Growth Fund - Class 2 Shares (5/03)                                2005      1.369          1.557              -       
                                                                      2004      1.242          1.369              -       
                                                                      2003      1.000          1.242              -       

   Growth-Income Fund - Class 2 Shares (5/03)                         2005      1.348          1.397              -       
                                                                      2004      1.247          1.348              -       
                                                                      2003      1.000          1.247              -       

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                                                                            UNIT VALUE AT                  NUMBER OF UNITS
                                                                            BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT 
                            PORTFOLIO NAME                            YEAR      YEAR        END OF YEAR      END OF YEAR  
--------------------------------------------------------------------  ----  -------------  --------------  ---------------
                                                                                                                          
Credit Suisse Trust                                                                                                       
   Credit Suisse Trust Emerging Markets Portfolio (6/98)              2005      1.766          2.213              -       
                                                                      2004      1.444          1.766              -       
                                                                      2003      1.000          1.444              -       

Delaware VIP Trust                                                                                                        
   Delaware VIP REIT Series - Standard Class (6/98)                   2005      1.758          1.845              -       
                                                                      2004      1.366          1.758              -       
                                                                      2003      1.000          1.366              -       

Dreyfus Variable Investment Fund                                                                                          
   Dreyfus VIF - Appreciation Portfolio - Initial Shares (5/98)       2005      1.279          1.307              -       
                                                                      2004      1.243          1.279              -       
                                                                      2003      1.000          1.243              -       

   Dreyfus VIF - Developing Leaders Portfolio - Initial Shares (5/98) 2005      1.471          1.524              -       
                                                                      2004      1.349          1.471              -       
                                                                      2003      1.000          1.349              -       

FAM Variable Series Funds, Inc.                                                                                           
   Mercury Global Allocation V.I. Fund - Class III (11/03)            2005      1.201          1.295              -       
                                                                      2004      1.074          1.201              -       
                                                                      2003      1.000          1.074              -       

   Mercury Value Opportunities V.I. Fund - Class III (11/03)          2005      1.199          1.293              -       
                                                                      2004      1.067          1.199              -       
                                                                      2003      1.000          1.067              -       

Franklin Templeton Variable Insurance Products Trust                                                                      
   Mutual Shares Securities Fund - Class 2 Shares (5/02)              2005      1.395          1.510              -       
                                                                      2004      1.265          1.395              -       
                                                                      2003      1.000          1.265              -       

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                                                        [Enlarge/Download Table]

                                                                            UNIT VALUE AT                  NUMBER OF UNITS
                                                                            BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT 
                            PORTFOLIO NAME                            YEAR      YEAR        END OF YEAR      END OF YEAR  
--------------------------------------------------------------------  ----  -------------  --------------  ---------------
                                                                                                                          
   Templeton Developing Markets Securities Fund - Class 2 Shares                                                          
    (5/03)                                                            2005      1.760         2.196                -      
                                                                      2004      1.441         1.760                -      
                                                                      2003      1.000         1.441                -      

   Templeton Foreign Securities Fund - Class 2 Shares (5/04)          2005      1.146         1.237                -      
                                                                      2004      1.000         1.146                -      

   Templeton Growth Securities Fund - Class 2 Shares (5/02)           2005      1.531         1.633                -      
                                                                      2004      1.348         1.531                -      
                                                                      2003      1.000         1.348                -      

Greenwich Street Series Fund                                                                                              
   Equity Index Portfolio - Class II Shares (6/99)                    2005      1.397         1.426                -      
                                                                      2004      1.294         1.397                -      
                                                                      2003      1.000         1.294                -      

   Salomon Brothers Variable Aggressive Growth Fund - Class I Shares                                                      
    (5/02)                                                            2005      1.489         1.603           94,192      
                                                                      2004      1.394         1.489            5,855      
                                                                      2003      1.000         1.394                -      

   Salomon Brothers Variable Growth & Income Fund - Class I Shares                                                        
    (5/02)                                                            2005      1.396         1.417                -      
                                                                      2004      1.316         1.396                -      
                                                                      2003      1.000         1.316                -      

Janus Aspen Series                                                                                                        
   Balanced Portfolio - Service Shares (5/00)                         2005      1.206         1.271           51,353      
                                                                      2004      1.137         1.206           51,353      
                                                                      2003      1.000         1.137           43,834      

   Global Life Sciences Portfolio - Service Shares (5/00)             2005      1.415         1.556                -      
                                                                      2004      1.265         1.415                -      
                                                                      2003      1.000         1.265                -      

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                                                                            UNIT VALUE AT                  NUMBER OF UNITS
                                                                            BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT 
                            PORTFOLIO NAME                            YEAR      YEAR        END OF YEAR      END OF YEAR  
--------------------------------------------------------------------  ----  -------------  --------------  ---------------
                                                                                                                          
   Global Technology Portfolio - Service Shares (5/00)                2005      1.447          1.580              -       
                                                                      2004      1.469          1.447              -       
                                                                      2003      1.000          1.469              -       

   Worldwide Growth Portfolio - Service Shares (5/00)                 2005      1.315          1.359          7,534       
                                                                      2004      1.284          1.315         10,045       
                                                                      2003      1.000          1.284          1,781       

Lazard Retirement Series, Inc.                                                                                            
   Lazard Retirement Small Cap Portfolio (5/03)                       2005      1.496          1.523              -       
                                                                      2004      1.330          1.496              -       
                                                                      2003      1.000          1.330              -       

Lord Abbett Series Fund, Inc.                                                                                             
   Growth and Income Portfolio (5/03)                                 2005      1.366          1.382              -       
                                                                      2004      1.239          1.366              -       
                                                                      2003      1.000          1.239              -       

   Mid-Cap Value Portfolio (5/03)                                     2005      1.523          1.614              -       
                                                                      2004      1.254          1.523              -       
                                                                      2003      1.000          1.254              -       

Oppenheimer Variable Account Funds                                                                                        
   Oppenheimer Main Street Fund/VA - Service Shares (5/04)            2005      1.069          1.107              -       
                                                                      2004      1.000          1.069              -       

PIMCO Variable Insurance Trust                                                                                            
   Real Return Portfolio - Administrative Class (5/03)                2005      1.112          1.112              -       
                                                                      2004      1.043          1.112              -       
                                                                      2003      1.000          1.043              -       

   Total Return Portfolio - Administrative Class (5/01)               2005      1.051          1.055              -       
                                                                      2004      1.024          1.051              -       
                                                                      2003      1.000          1.024              -       

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SEPARATE ACCOUNT CHARGES 2.10% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                            UNIT VALUE AT                  NUMBER OF UNITS
                                                                            BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT 
                            PORTFOLIO NAME                            YEAR      YEAR        END OF YEAR      END OF YEAR  
--------------------------------------------------------------------  ----  -------------  --------------  ---------------
                                                                                                                          
Putnam Variable Trust                                                                                                     
   Putnam VT Discovery Growth Fund - Class IB Shares (5/01)           2005      1.406          1.476               -      
                                                                      2004      1.334          1.406               -      
                                                                      2003      1.000          1.334               -      

   Putnam VT International Equity Fund - Class IB Shares (5/01)       2005      1.514          1.663               -      
                                                                      2004      1.331          1.514               -      
                                                                      2003      1.000          1.331               -      

   Putnam VT Small Cap Value Fund - Class IB Shares (5/01)            2005      1.907          1.999               -      
                                                                      2004      1.543          1.907               -      
                                                                      2003      1.000          1.543               -      

Salomon Brothers Variable Series Funds Inc.                                                                               
   All Cap Fund - Class I (10/98)                                     2005      1.488          1.516          13,148      
                                                                      2004      1.403          1.488          14,234      
                                                                      2003      1.000          1.403           8,114      

   Investors Fund - Class I (6/98)                                    2005      1.451          1.514           1,784      
                                                                      2004      1.342          1.451           1,784      
                                                                      2003      1.000          1.342           1,784      

   Large Cap Growth Fund - Class I (5/02)                             2005      1.412          1.455          27,736      
                                                                      2004      1.435          1.412               -      
                                                                      2003      1.000          1.435               -      

   Small Cap Growth Fund - Class I (5/00)                             2005      1.748          1.796         236,011      
                                                                      2004      1.551          1.748          90,167      
                                                                      2003      1.000          1.551           1,475      

The Travelers Series Trust                                                                                                
   AIM Capital Appreciation Portfolio (9/00)                          2005      1.356          1.444          13,099      
                                                                      2004      1.300          1.356           7,698      
                                                                      2003      1.000          1.300               -      

   Convertible Securities Portfolio (5/98)                            2005      1.273          1.251               -      
                                                                      2004      1.223          1.273               -      
                                                                      2003      1.000          1.223               -      

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SEPARATE ACCOUNT CHARGES 2.10% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                            UNIT VALUE AT                  NUMBER OF UNITS
                                                                            BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT 
                            PORTFOLIO NAME                            YEAR      YEAR        END OF YEAR      END OF YEAR  
--------------------------------------------------------------------  ----  -------------  --------------  ---------------
                                                                                                                          
Disciplined Mid Cap Stock Portfolio (6/97)                            2005      1.560          1.717                  -   
                                                                      2004      1.368          1.560                  -   
                                                                      2003      1.000          1.368                  -   

Equity Income Portfolio (5/97)                                        2005      1.454          1.488            217,741   
                                                                      2004      1.352          1.454             63,963   
                                                                      2003      1.000          1.352             43,144   

Federated High Yield Portfolio (5/97)                                 2005      1.284          1.289                  -   
                                                                      2004      1.187          1.284                  -   
                                                                      2003      1.000          1.187                  -   

Federated Stock Portfolio (5/97)                                      2005      1.408          1.452                  -   
                                                                      2004      1.301          1.408                  -   
                                                                      2003      1.000          1.301                  -   

Large Cap Portfolio (6/97)                                            2005      1.312          1.396             64,547   
                                                                      2004      1.257          1.312             13,288   
                                                                      2003      1.000          1.257              3,817   

Mercury Large Cap Core Portfolio (5/98)                               2005      1.404          1.541                  -   
                                                                      2004      1.237          1.404                  -   
                                                                      2003      1.000          1.237                  -   

MFS Emerging Growth Portfolio (4/97)                                  2005      1.416          1.372                  -   
                                                                      2004      1.282          1.416                  -   
                                                                      2003      1.000          1.282                  -   

MFS Mid Cap Growth Portfolio (4/98)                                   2005      1.510          1.524                  -   
                                                                      2004      1.351          1.510                  -   
                                                                      2003      1.000          1.351                  -   

MFS Total Return Portfolio (5/97)                                     2005      1.280          1.290            203,007   
                                                                      2004      1.172          1.280             12,487   
                                                                      2003      1.000          1.172                  -   

MFS Value Portfolio (5/00)                                            2005      1.299          1.354                  -   
                                                                      2004      1.166          1.299                  -   
                                                                      2003      1.000          1.166                  -   

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                                                        [Enlarge/Download Table]

                                                                            UNIT VALUE AT                  NUMBER OF UNITS
                                                                            BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT 
                            PORTFOLIO NAME                            YEAR      YEAR        END OF YEAR      END OF YEAR  
--------------------------------------------------------------------  ----  -------------  --------------  ---------------
                                                                                                                          
   Mondrian International Stock Portfolio (5/97)                      2005      1.496          1.604                -     
                                                                      2004      1.320          1.496                -     
                                                                      2003      1.000          1.320                -     

   Pioneer Fund Portfolio (5/03)                                      2005      1.318          1.368                -     
                                                                      2004      1.211          1.318                -     
                                                                      2003      1.000          1.211                -     

   Pioneer Strategic Income Portfolio (5/97)                          2005      1.256          1.275                -     
                                                                      2004      1.156          1.256                -     
                                                                      2003      1.000          1.156                -     

   Strategic Equity Portfolio (6/97)                                  2005      1.419          1.418                -     
                                                                      2004      1.315          1.419                -     
                                                                      2003      1.000          1.315                -     

   Travelers Quality Bond Portfolio (5/97)                            2005      1.056          1.051                -     
                                                                      2004      1.044          1.056                -     
                                                                      2003      1.000          1.044                -     

   U.S. Government Securities Portfolio (5/04)                        2005      1.048          1.070                -     
                                                                      2004      1.000          1.048                -     

Travelers Series Fund Inc.                                                                                                
   SB Adjustable Rate Income Portfolio - Class I Shares (9/03)        2005      0.988          0.990                -     
                                                                      2004      0.997          0.988                -     
                                                                      2003      1.000          0.997                -     

   Social Awareness Stock Portfolio (5/04)                            2005      1.078          1.102                -     
                                                                      2004      1.000          1.078                -     

Van Kampen Life Investment Trust                                                                                          
   Comstock Portfolio - Class II Shares (12/00)                       2005      1.529          1.559          616,192     
                                                                      2004      1.330          1.529          209,044     
                                                                      2003      1.000          1.330           98,912     

   Enterprise Portfolio - Class II Shares (12/00)                     2005      1.288          1.360           10,851     
                                                                      2004      1.267          1.288           10,858     
                                                                      2003      1.000          1.267           10,859     

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SEPARATE ACCOUNT CHARGES 2.10% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                            UNIT VALUE AT                  NUMBER OF UNITS
                                                                            BEGINNING OF   UNIT VALUE AT   OUTSTANDING AT 
                            PORTFOLIO NAME                            YEAR      YEAR        END OF YEAR      END OF YEAR  
--------------------------------------------------------------------  ----  -------------  --------------  ---------------
                                                                                                                          
Variable Insurance Products Fund                                                                                          
   Contrafund<< Portfolio - Service Class 2 (5/00)                    2005      1.480         1.690           267,655     
                                                                      2004      1.312         1.480            74,496     
                                                                      2003      1.000         1.312            36,921     

   Dynamic Capital Appreciation Portfolio - Service Class 2 (12/00)   2005      1.239         1.464                 -     
                                                                      2004      1.249         1.239                 -     
                                                                      2003      1.000         1.249                 -     

   Mid Cap Portfolio - Service Class 2 (12/00)                        2005      1.723         1.991           262,176     
                                                                      2004      1.411         1.723            89,382     
                                                                      2003      1.000         1.411             6,462     


 NOTES

The date next to each funding option's name reflects the date money first came  
into the funding option through the Separate Account.                           

Funding options not listed above had no amount allocated to them or were not    
available as of December 31, 2005.                                              

"Number of Units Outstanding at End of Year" may include units for              
Contracts Owners in payout phase, where appropriate.                            

If an accumulation unit value has no assets and units across all sub-accounts   
within the Separate Account, and has had no assets and units for the history    
displayed on the Condensed Financial Information in the past, then it may not be
displayed.                                                                      

Effective 04/18/2005: Lazard International Stock Portfolio changed its name to  
Mondrian International Stock Portfolio.                                         

Effective 04/18/2005: Merrill Lynch Large Cap Core Portfolio changed its name to
Mercury Large Cap Core Portfolio.                                               

Effective 04/18/2005: AllianceBernstein Premier Growth Portfolio - Class B      
changed its name to AllianceBernstein Large - Cap Growth Portfolio - Class B.   

Effective 04/18/2005: Merrill Lynch Value Opportunities V.I. Fund - Class III   
changed its name to Mercury Value Opportunities V.I. Fund - Class III.          

Effective 04/18/2005: Merrill Lynch Global Allocation V.I. Fund - Class III     
changed its name to Mercury Global Allocation V.I. Fund - Class III.            

On 02/25/2005, The Travelers Series Trust: MFS Emerging Growth Portfolio was    
merged into The Travelers Series Trust: MFS Mid Cap Growth Portfolio, which is  
no longer available as a funding option.                                        

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 NOTES (CONTINUED)

On 02/25/2005, The Dreyfus/Laurel Funds, Inc: Dreyfus Disciplined Stock Fund was
replaced by the Greenwich Street Series Fund: Equity Index Portfolio - Class II 
Shares and is no longer available as a funding option.                          

On 02/25/2005, The Neuberger Berman Equity Assets: Neuberger Berman Guardian    
Fund Advisor Class was replaced by the American Funds Insurance Series: Growth -
Income Fund - Class 2 Shares and is no longer available as a funding option.    

On 02/25/2005, The Greenwich Street Series Funds: Diversified Strategic Income  
Portfolio was replaced by The Travelers Series Trust: Pioneer Strategic Income  
Portfolio and is no longer available as a funding option.                       

On 02/25/2005. The Smith Barney Equity Funds: Smith Barney Social Awareness Fund
- Class A was replaced by The Travelers Series Fund, Inc: Social Awareness Stock
Portfolio and is no longer available as a funding option.                       

On 02/25/2005, The Dreyfus A Bonds Plus, Inc: Dreyfus A Bonds Plus, Inc was     
replaced by The Travelers Series Trust: U.S. Government Securities Portfolio and
is no longer available as a funding option.                                     

AIM Variable Insurance Funds, Inc. : AIM V.I. Premier Equity Fund - Series I is 
no longer available to new contract owners.                                     

Credit Suisse Trust: Emerging Markets Portfolio is no longer available to new   
contract owners.                                                                

Putnam Variable Trust: Putnam VT Discovery Growth Fund - Class IB Share is no   
longer available to new contract owners.                                        

Putnam Variable Trust: Putnam VT International Equity Fund - Class IB Shares is 
no longer available to new contract owners.                                     

AllianceBernstein Large - Cap Growth Portfolio - Class B is no longer available 
to new contract owners.                                                         

Federated Stock Portfolio is no longer available to new contract owners.        

Fidelity VIP Dynamic Capital Appreciation Portfolio - Service Class 2 is no     
longer available to new contract owners.                                        

Janus Aspen Balanced Portfolio - Service Shares is no longer available to new   
contract owners.                                                                

Janus Aspen Global Life Sciences Portfolio - Service Shares is no longer        
available to new contract owners.                                               

Janus Aspen Worldwide Growth Portfolio - Service Shares is no longer available  
to new contract owners.                                                         

Van Kampen LIT Enterprise Portfolio Class II Shares is no longer available to   
new contract owners.                                                            

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APPENDIX B
 CONDENSED FINANCIAL INFORMATION

THE METLIFE OF CT FUND ABD II FOR VARIABLE ANNUITIES
 ACCUMULATION UNIT VALUES (IN DOLLARS)

The following Accumulation Unit Value ("AUV") information should be read in     
conjunction with the Separate Account's audited financial statement and notes,  
which are included in the Statement of Additional Information ("SAI"). The first
table provides the AUV information for the MINIMUM Separate Account Charge      
available under the Contract. The second table provides the AUV information for 
the MAXIMUM Separate Account Charge available under the Contract. The Separate  
Account Charges that fall in between this range are included in the SAI, which  
is free of charge. You may request a copy of the SAI by calling the toll-free   
number found on the first page of this prospectus or by mailing in the coupon   
attached in Appendix D. Please refer to the Fee Table section of this prospectus
for more information on Separate Account Charges.                               

SEPARATE ACCOUNT CHARGES 1.40%

                                                        [Enlarge/Download Table]

                                                         UNIT VALUE AT                 NUMBER OF UNITS
                                                          BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
          PORTFOLIO NAME                            YEAR      YEAR       END OF YEAR      END OF YEAR 
--------------------------------------              ---- -------------  -------------  ---------------
                                                                                                      
    Capital Appreciation Fund (12/96)               2005         1.865          2.174       26,239,910

                                                    2004         1.583          1.865       30,543,833

                                                    2003         1.285          1.583       36,644,254

                                                    2002         1.739          1.285       42,634,828

                                                    2001         2.387          1.739       53,418,968

                                                    2000         3.098          2.387       61,812,417

                                                    1999         2.046          3.098       46,942,401

                                                    1998         1.283          2.046       23,010,432

                                                    1997         1.032          1.283        6,344,051

                                                    1996         1.000          1.032           29,824

    High Yield Bond Trust (9/04)                    2005         1.070          1.069          236,201

                                                    2004         1.025          1.070           47,427

    Managed Assets Trust (5/04)                     2005         1.078          1.104           94,727

                                                    2004         0.983          1.078           10,272

    Money Market Portfolio (2/97)                   2005         1.175          1.192       14,747,554

                                                    2004         1.179          1.175       17,581,926

                                                    2003         1.187          1.179       25,972,691

                                                    2002         1.187          1.187       50,704,937

                                                    2001         1.160          1.187       58,256,805

                                                    2000         1.107          1.160       34,878,359

                                                    1999         1.070          1.107       37,736,754

                                                    1998         1.033          1.070       16,762,447

                                                    1997         1.000          1.033        5,369,177

AIM Variable Insurance Funds                                                                          
    AIM V.I. Premier Equity Fund - Series I (4/01)  2005         0.668          0.696        2,974,765

                                                    2004         0.640          0.668        3,612,300

                                                    2003         0.519          0.640        4,493,863

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                        UNIT VALUE AT                 NUMBER OF UNITS
                                                                         BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                  PORTFOLIO NAME                                   YEAR      YEAR       END OF YEAR      END OF YEAR 
-----------------------------------------------------------------  ---- -------------  -------------  ---------------
                                                                                                                     
    AIM V.I. Premier Equity Fund - Series I  (continued)           2002         0.755          0.519        4,949,369

                                                                   2001         0.875          0.755        3,727,475

AllianceBernstein Variable Product Series Fund, Inc.                                                                 
    AllianceBernstein Large-Cap Growth Portfolio - Class B (5/00)  2005         0.567          0.642        9,939,928

                                                                   2004         0.531          0.567       12,239,636

                                                                   2003         0.436          0.531       14,926,739

                                                                   2002         0.640          0.436       17,729,828

                                                                   2001         0.786          0.640       18,982,017

                                                                   2000         1.000          0.786       13,647,974

American Funds Insurance Series                                                                                      
    Global Growth Fund - Class 2 Shares (5/03)                     2005         1.450          1.631          199,088

                                                                   2004         1.296          1.450          116,390

                                                                   2003         1.000          1.296           70,339

    Growth Fund - Class 2 Shares (5/03)                            2005         1.385          1.587          586,456

                                                                   2004         1.248          1.385          220,980

                                                                   2003         1.000          1.248          131,179

    Growth-Income Fund - Class 2 Shares (5/03)                     2005         1.364          1.423        3,918,939

                                                                   2004         1.253          1.364        3,490,980

                                                                   2003         1.000          1.253        1,545,620

Credit Suisse Trust                                                                                                  
    Credit Suisse Trust Emerging Markets Portfolio (5/98)          2005         1.195          1.507        3,989,820

                                                                   2004         0.970          1.195        4,140,741

                                                                   2003         0.688          0.970        4,224,247

                                                                   2002         0.789          0.688        4,787,661

                                                                   2001         0.886          0.789        4,624,645

                                                                   2000         1.313          0.886        4,854,365

                                                                   1999         0.734          1.313        2,521,807

                                                                   1998         1.000          0.734          780,839

Delaware VIP Trust                                                                                                   
    Delaware VIP REIT Series - Standard Class (5/98)               2005         2.123          2.244        3,700,875

                                                                   2004         1.639          2.123        4,313,846

                                                                   2003         1.240          1.639        4,738,305

                                                                   2002         1.203          1.240        4,376,831

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                          PORTFOLIO NAME                                YEAR      YEAR       END OF YEAR      END OF YEAR 
--------------------------------------------------------------------    ---- -------------  -------------  ---------------
                                                                                                                          
    Delaware VIP REIT Series - Standard Class  (continued)              2001         1.121          1.203        2,866,778

                                                                        2000         0.866          1.121        2,273,183

                                                                        1999         0.901          0.866        1,280,359

                                                                        1998         1.000          0.901          632,612

Dreyfus Variable Investment Fund                                                                                          
    Dreyfus VIF - Appreciation Portfolio - Initial Shares (4/98)        2005         1.089          1.121        6,601,579

                                                                        2004         1.051          1.089        7,863,571

                                                                        2003         0.880          1.051        9,516,917

                                                                        2002         1.071          0.880       10,611,490

                                                                        2001         1.198          1.071       11,636,949

                                                                        2000         1.223          1.198       12,271,080

                                                                        1999         1.112          1.223       10,488,399

                                                                        1998         1.000          1.112        2,833,960

    Dreyfus VIF - Developing Leaders Portfolio - Initial Shares (4/98)  2005         1.244          1.298       14,545,290

                                                                        2004         1.133          1.244       16,707,910

                                                                        2003         0.872          1.133       19,034,774

                                                                        2002         1.094          0.872       19,868,161

                                                                        2001         1.182          1.094       19,065,688

                                                                        2000         1.058          1.182       13,636,390

                                                                        1999         0.871          1.058        7,815,322

                                                                        1998         1.000          0.871        3,051,249

FAM Variable Series Funds, Inc.                                                                                           
    Mercury Global Allocation V.I. Fund - Class III (11/03)             2005         1.210          1.315            3,762

                                                                        2004         1.074          1.210                -

                                                                        2003         1.000          1.074                -

    Mercury Value Opportunities V.I. Fund - Class III (11/03)           2005         1.208          1.312           15,728

                                                                        2004         1.068          1.208           13,614

                                                                        2003         1.000          1.068                -

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                                    BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                        PORTFOLIO NAME                                        YEAR      YEAR       END OF YEAR      END OF YEAR 
------------------------------------------------------------------------      ---- -------------  -------------  ---------------
                                                                                                                                
Franklin Templeton Variable Insurance Products Trust                                                                            
    Mutual Shares Securities Fund - Class 2 Shares (5/02)                     2005         1.158          1.262          886,963

                                                                              2004         1.043          1.158          938,346

                                                                              2003         0.845          1.043          756,929

                                                                              2002         1.000          0.845          201,578

    Templeton Developing Markets Securities Fund - Class 2 Shares (5/03)      2005         1.781          2.238          181,882

                                                                              2004         1.448          1.781           38,923

                                                                              2003         1.000          1.448            4,729

    Templeton Foreign Securities Fund - Class 2 Shares (9/04)                 2005         1.152          1.251          151,833

                                                                              2004         1.009          1.152            6,533

    Templeton Growth Securities Fund - Class 2 Shares (5/02)                  2005         1.180          1.267        2,335,769

                                                                              2004         1.032          1.180        1,920,592

                                                                              2003         0.792          1.032        1,284,964

                                                                              2002         1.000          0.792          508,837

Greenwich Street Series Fund                                                                                                    
    Equity Index Portfolio - Class II Shares (5/99)                           2005         0.889          0.914       12,831,498

                                                                              2004         0.818          0.889       15,207,948

                                                                              2003         0.649          0.818       17,162,302

                                                                              2002         0.848          0.649       16,724,050

                                                                              2001         0.982          0.848       16,104,947

                                                                              2000         1.098          0.982       10,807,508

                                                                              1999         1.000          1.098        3,460,443

    Salomon Brothers Variable Aggressive Growth Fund - Class I Shares (7/02)  2005         1.126          1.220          374,159

                                                                              2004         1.047          1.126          385,280

                                                                              2003         0.758          1.047          218,067

                                                                              2002         1.000          0.758           58,025

    Salomon Brothers Variable Growth & Income Fund - Class I Shares (7/02)    2005         1.098          1.122           92,799

                                                                              2004         1.027          1.098           93,171

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                  UNIT VALUE AT                 NUMBER OF UNITS
                                                                   BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                  PORTFOLIO NAME                             YEAR      YEAR       END OF YEAR      END OF YEAR 
-----------------------------------------------------------  ---- -------------  -------------  ---------------
                                                                                                               
    Salomon Brothers Variable Growth & Income Fund -                                                           
        Class I Shares (continued)                           2003         0.800          1.027           92,062

                                                             2002         1.000          0.800           30,873

Janus Aspen Series                                                                                             
    Balanced Portfolio - Service Shares (5/00)               2005         1.004          1.066       12,042,861

                                                             2004         0.941          1.004       13,862,916

                                                             2003         0.839          0.941       15,303,712

                                                             2002         0.911          0.839       15,615,585

                                                             2001         0.972          0.911       12,635,819

                                                             2000         1.000          0.972        5,246,201

    Global Life Sciences Portfolio - Service Shares (5/00)   2005         0.907          1.004        1,704,134

                                                             2004         0.805          0.907        2,091,607

                                                             2003         0.647          0.805        2,239,125

                                                             2002         0.931          0.647        2,609,664

                                                             2001         1.135          0.931        3,200,999

                                                             2000         1.000          1.135        2,447,663

    Global Technology Portfolio - Service Shares (5/00)      2005         0.346          0.381        5,033,907

                                                             2004         0.349          0.346        6,578,130

                                                             2003         0.242          0.349        7,245,233

                                                             2002         0.415          0.242        7,815,420

                                                             2001         0.672          0.415        9,044,726

                                                             2000         1.000          0.672        7,604,465

    Worldwide Growth Portfolio - Service Shares (5/00)       2005         0.561          0.584       13,400,923

                                                             2004         0.544          0.561       16,410,151

                                                             2003         0.446          0.544       19,761,719

                                                             2002         0.609          0.446       22,039,418

                                                             2001         0.798          0.609       22,841,930

                                                             2000         1.000          0.798       13,421,744

Lazard Retirement Series, Inc.                                                                                 
    Lazard Retirement Small Cap Portfolio (8/03)             2005         1.513          1.552          126,990

                                                             2004         1.336          1.513           33,706

                                                             2003         1.000          1.336            3,334

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                                                        [Enlarge/Download Table]

                                                                       UNIT VALUE AT                 NUMBER OF UNITS
                                                                        BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                      PORTFOLIO NAME                              YEAR      YEAR       END OF YEAR      END OF YEAR 
-----------------------------------------------------------       ---- -------------  -------------  ---------------
                                                                                                                    
Lord Abbett Series Fund, Inc.                                                                                       
    Growth and Income Portfolio (6/03)                            2005         1.382          1.408          256,452

                                                                  2004         1.244          1.382          206,147

                                                                  2003         1.000          1.244           26,228

    Mid-Cap Value Portfolio (6/03)                                2005         1.541          1.644          450,874

                                                                  2004         1.260          1.541          219,692

                                                                  2003         1.000          1.260           50,353

Oppenheimer Variable Account Funds                                                                                  
    Oppenheimer Main Street Fund/VA - Service Shares (7/04)       2005         1.074          1.120           91,569

                                                                  2004         0.981          1.074           23,091

PIMCO Variable Insurance Trust                                                                                      
    Real Return Portfolio - Administrative Class (5/03)           2005         1.125          1.133          698,584

                                                                  2004         1.048          1.125          588,626

                                                                  2003         1.000          1.048          303,900

    Total Return Portfolio - Administrative Class (5/01)          2005         1.213          1.226       16,153,210

                                                                  2004         1.173          1.213       17,085,956

                                                                  2003         1.132          1.173       20,011,288

                                                                  2002         1.053          1.132       23,164,168

                                                                  2001         1.000          1.053        5,336,214

Putnam Variable Trust                                                                                               
    Putnam VT Discovery Growth Fund - Class IB Shares (7/01)      2005         0.773          0.817          308,563

                                                                  2004         0.728          0.773          376,752

                                                                  2003         0.560          0.728          449,770

                                                                  2002         0.806          0.560          392,679

                                                                  2001         1.000          0.806          154,441

    Putnam VT International Equity Fund - Class IB Shares (5/01)  2005         1.011          1.118        1,945,112

                                                                  2004         0.882          1.011        1,744,100

                                                                  2003         0.696          0.882        2,150,730

                                                                  2002         0.857          0.696        2,571,497

                                                                  2001         1.000          0.857          999,717

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                                                                  UNIT VALUE AT                 NUMBER OF UNITS
                                                                   BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                    PORTFOLIO NAME                           YEAR      YEAR       END OF YEAR      END OF YEAR 
-----------------------------------------------------------  ---- -------------  -------------  ---------------
                                                                                                               
    Putnam VT Small Cap Value Fund - Class IB Shares (6/01)  2005         1.611          1.701        2,030,488

                                                             2004         1.295          1.611        2,322,411

                                                             2003         0.877          1.295        2,238,115

                                                             2002         1.088          0.877        2,277,647

                                                             2001         1.000          1.088          816,572

Salomon Brothers Variable Series Funds Inc.                                                                    
    All Cap Fund - Class I (5/98)                            2005         1.655          1.698       12,540,421

                                                             2004         1.549          1.655       14,334,230

                                                             2003         1.130          1.549       14,439,056

                                                             2002         1.529          1.130       14,322,306

                                                             2001         1.522          1.529       12,398,140

                                                             2000         1.305          1.522        5,750,512

    Investors Fund - Class I (4/98)                          2005         1.311          1.377       14,063,167

                                                             2004         1.204          1.311       16,356,631

                                                             2003         0.923          1.204       18,163,714

                                                             2002         1.216          0.923       19,758,109

                                                             2001         1.287          1.216       19,646,073

                                                             2000         1.132          1.287       12,889,045

                                                             1999         1.029          1.132        8,670,638

                                                             1998         1.000          1.029        3,232,444

    Large Cap Growth Fund - Class I (7/02)                   2005         1.130          1.173        1,045,080

                                                             2004         1.140          1.130        1,300,287

                                                             2003         0.800          1.140          531,134

                                                             2002         1.000          0.800           37,706

    Small Cap Growth Fund - Class I (5/00)                   2005         0.969          1.002        5,020,579

                                                             2004         0.853          0.969        5,707,331

                                                             2003         0.581          0.853        6,425,059

                                                             2002         0.903          0.581        5,433,439

                                                             2001         0.987          0.903        4,642,573

                                                             2000         1.000          0.987        2,056,506

The Travelers Series Trust                                                                                     
    AIM Capital Appreciation Portfolio (10/00)               2005         0.591          0.634        2,770,233

                                                             2004         0.563          0.591        2,955,522

                                                             2003         0.442          0.563        3,054,095

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                                                      UNIT VALUE AT                 NUMBER OF UNITS
                                                       BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                    PORTFOLIO NAME               YEAR      YEAR       END OF YEAR      END OF YEAR 
-----------------------------------------------  ---- -------------  -------------  ---------------
                                                                                                   
AIM Capital Appreciation Portfolio  (continued)  2002         0.588          0.442        2,972,707

                                                 2001         1.000          0.588        2,101,669

Convertible Securities Portfolio (5/98)          2005         1.520          1.504        8,757,633

                                                 2004         1.450          1.520       10,573,736

                                                 2003         1.165          1.450       10,930,899

                                                 2002         1.270          1.165       12,056,558

                                                 2001         0.783          1.270       12,986,021

                                                 2001         1.299          0.783                -

                                                 2000         1.170          1.299        7,553,759

                                                 1999         1.000          1.170        2,431,429

                                                 1998         1.000          1.000          414,907

Disciplined Mid Cap Stock Portfolio (6/97)       2005         2.146          2.380        5,986,220

                                                 2004         1.869          2.146        7,389,340

                                                 2003         1.417          1.869        8,080,624

                                                 2002         1.677          1.417        8,864,245

                                                 2001         1.773          1.677        8,489,614

                                                 2000         1.541          1.773        8,454,275

                                                 1999         1.377          1.541        6,716,626

                                                 1998         1.195          1.377        5,142,990

                                                 1997         1.000          1.195        1,668,733

Equity Income Portfolio (12/96)                  2005         1.810          1.864       23,418,224

                                                 2004         1.670          1.810       28,399,295

                                                 2003         1.291          1.670       31,475,807

                                                 2002         1.521          1.291       34,048,347

                                                 2001         1.652          1.521       37,812,927

                                                 2000         1.535          1.652       37,849,058

                                                 1999         1.484          1.535       35,687,217

                                                 1998         1.339          1.484       25,733,333

                                                 1997         1.026          1.339        6,719,150

                                                 1996         1.000          1.026           30,196

Federated High Yield Portfolio (1/97)            2005         1.464          1.480       11,404,495

                                                 2004         1.345          1.464       14,387,685

                                                 2003         1.114          1.345       17,386,355

                                                 2002         1.089          1.114       17,457,622

                                                 2001         1.084          1.089       18,647,220

                                                 2000         1.196          1.084       19,736,049

                                                 1999         1.177          1.196       22,260,856

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                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                     BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
              PORTFOLIO NAME                   YEAR      YEAR       END OF YEAR      END OF YEAR 
---------------------------------------------  ---- -------------  -------------  ---------------
                                                                                                 
Federated High Yield Portfolio  (continued)    1998         1.140          1.177       18,811,555

                                               1997         1.000          1.140        4,566,993

Federated Stock Portfolio (1/97)               2005         1.737          1.804        6,419,270

                                               2004         1.593          1.737        8,023,109

                                               2003         1.266          1.593        9,198,349

                                               2002         1.592          1.266       10,775,970

                                               2001         1.588          1.592       12,221,263

                                               2000         1.552          1.588       13,157,332

                                               1999         1.494          1.552       14,406,177

                                               1998         1.285          1.494       11,892,034

                                               1997         1.000          1.285        3,816,999

Large Cap Portfolio (12/96)                    2005         1.435          1.538       16,715,712

                                               2004         1.366          1.435       20,122,965

                                               2003         1.111          1.366       23,324,386

                                               2002         1.459          1.111       27,044,542

                                               2001         1.790          1.459       31,933,410

                                               2000         2.123          1.790       34,231,282

                                               1999         1.665          2.123       28,051,763

                                               1998         1.245          1.665       15,040,703

                                               1997         1.023          1.245        4,815,858

                                               1996         1.000          1.023            7,800

Mercury Large Cap Core Portfolio (5/98)        2005         0.922          1.019        1,296,684

                                               2004         0.807          0.922        1,202,932

                                               2003         0.675          0.807        1,272,971

                                               2002         0.915          0.675        1,529,363

                                               2001         1.197          0.915        2,090,679

                                               2000         1.285          1.197        1,772,277

                                               1999         1.054          1.285          669,474

                                               1998         1.000          1.054          211,400

MFS Emerging Growth Portfolio (12/96)          2005         1.259          1.221                -

                                               2004         1.132          1.259       15,867,536

                                               2003         0.889          1.132       18,275,885

                                               2002         1.371          0.889       20,932,892

                                               2001         2.179          1.371       25,825,528

                                               2000         2.766          2.179       29,190,353

                                               1999         1.587          2.766       22,881,721

                                               1998         1.198          1.587       15,538,984

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                                                        [Enlarge/Download Table]

                                                     UNIT VALUE AT                 NUMBER OF UNITS
                                                      BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
              PORTFOLIO NAME                    YEAR      YEAR       END OF YEAR      END OF YEAR 
-------------------------------------------     ---- -------------  -------------  ---------------
                                                                                                  
MFS Emerging Growth Portfolio  (continued)      1997         1.004          1.198        4,218,974

                                                1996         1.000          1.004           31,886

MFS Mid Cap Growth Portfolio (4/98)             2005         0.994          1.010       27,403,205

                                                2004         0.883          0.994       12,380,637

                                                2003         0.653          0.883       14,200,226

                                                2002         1.295          0.653       14,799,098

                                                2001         1.721          1.295       16,854,809

                                                2000         1.595          1.721       14,558,647

                                                1999         0.985          1.595        4,760,902

                                                1998         1.000          0.985          965,761

MFS Total Return Portfolio (1/97)               2005         1.765          1.792       42,204,461

                                                2004         1.606          1.765       47,789,684

                                                2003         1.397          1.606       53,094,881

                                                2002         1.496          1.397       56,799,646

                                                2001         1.517          1.496       58,954,968

                                                2000         1.319          1.517       53,326,538

                                                1999         1.303          1.319       54,290,552

                                                1998         1.183          1.303       42,017,841

                                                1997         1.000          1.183        9,959,634

MFS Value Portfolio (7/00)                      2005         1.065          1.118          471,009

                                                2004         0.952          1.065           90,870

                                                2003         0.855          0.952                -

                                                2002         0.997          0.855              500

                                                2001         1.027          0.997              500

                                                2000         1.003          1.027                -

Mondrian International Stock Portfolio (12/96)  2005         1.153          1.245       17,891,801

                                                2004         1.010          1.153       20,542,498

                                                2003         0.796          1.010       22,629,357

                                                2002         0.928          0.796       26,640,453

                                                2001         1.275          0.928       31,145,128

                                                2000         1.460          1.275       30,394,514

                                                1999         1.216          1.460       25,226,349

                                                1998         1.095          1.216       17,270,810

                                                1997         1.027          1.095        5,694,288

                                                1996         1.000          1.027            5,702

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                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                                BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
              PORTFOLIO NAME                             YEAR      YEAR        END OF YEAR     END OF YEAR  
-------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                            
Pioneer Fund Portfolio (8/03)                            2005       1.333          1.394            22,706  
                                                         2004       1.217          1.333            21,888  
                                                         2003       1.000          1.217            12,842  

Pioneer Strategic Income Portfolio (12/96)               2005       1.439          1.472         2,850,190  
                                                         2004       1.316          1.439         3,363,166  
                                                         2003       1.116          1.316         3,908,585  
                                                         2002       1.069          1.116         4,569,590  
                                                         2001       1.040          1.069         5,471,566  
                                                         2000       1.059          1.040         5,247,966  
                                                         1999       1.062          1.059         4,489,463  
                                                         1998       1.070          1.062         3,797,291  
                                                         1997       1.007          1.070         1,132,608  
                                                         1996       1.000          1.007             3,300  

Strategic Equity Portfolio (12/96)                       2005       1.403          1.412        24,707,241  
                                                         2004       1.291          1.403        29,314,349  
                                                         2003       0.988          1.291        34,083,675  
                                                         2002       1.508          0.988        39,829,841  
                                                         2001       1.765          1.508        49,964,273  
                                                         2000       2.189          1.765        55,775,319  
                                                         1999       1.679          2.189        47,167,905  
                                                         1998       1.319          1.679        31,011,054  
                                                         1997       1.037          1.319         8,259,362  
                                                         1996       1.000          1.037             2,250  

Travelers Quality Bond Portfolio (12/96)                 2005       1.409          1.412        20,273,723  
                                                         2004       1.383          1.409        23,570,906  
                                                         2003       1.311          1.383        28,033,537  
                                                         2002       1.257          1.311        32,768,047  
                                                         2001       1.190          1.257        35,205,769  
                                                         2000       1.128          1.190        26,960,877  
                                                         1999       1.131          1.128        26,069,226  
                                                         1998       1.057          1.131        15,435,236  
                                                         1997       1.001          1.057         3,137,736  
                                                         1996       1.000          1.001            95,203  

U.S. Government Securities Portfolio (4/05)              2005       1.052          1.083           211,129  

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                                                        [Enlarge/Download Table]

                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                                BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
              PORTFOLIO NAME                             YEAR      YEAR        END OF YEAR     END OF YEAR  
-------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                            
Travelers Series Fund Inc.                                                                                  
   SB Adjustable Rate Income Portfolio - Class I Shares                                                     
   (12/03)                                               2005       0.997          1.006           177,252  
                                                         2004       0.999          0.997           204,843  
                                                         2003       1.000          0.999           140,446  

   Social Awareness Stock Portfolio (8/05)               2005       1.083          1.115            81,296  

Van Kampen Life Investment Trust                                                                            
   Comstock Portfolio - Class II Shares (12/00)          2005       1.215          1.247        13,425,577  
                                                         2004       1.049          1.215        13,686,038  
                                                         2003       0.814          1.049        13,579,574  
                                                         2002       1.024          0.814        13,051,055  
                                                         2001       1.069          1.024         8,766,086  

   Enterprise Portfolio - Class II Shares (5/98)         2005       0.688          0.731         2,200,874  
                                                         2004       0.672          0.688         2,353,680  
                                                         2003       0.542          0.672         2,465,279  
                                                         2002       0.781          0.542         2,652,351  
                                                         2001       0.997          0.781         2,530,977  

Variable Insurance Products Fund                                                                            
   Contrafund<< Portfolio - Service Class 2 (5/00)       2005       1.019          1.172        14,943,854  
                                                         2004       0.897          1.019        13,917,723  
                                                         2003       0.710          0.897        12,297,582  
                                                         2002       0.796          0.710        10,767,860  
                                                         2001       0.923          0.796         8,215,904  
                                                         2000       1.000          0.923         3,718,600  

   Dynamic Capital Appreciation Portfolio - Service                                                         
   Class 2 (6/01)                                        2005       0.755          0.899           258,978  
                                                         2004       0.756          0.755           492,929  
                                                         2003       0.614          0.756           784,129  
                                                         2002       0.673          0.614         1,029,633  
                                                         2001       0.957          0.673           101,442  

   Mid Cap Portfolio - Service Class 2 (1/01)            2005       1.486          1.729         7,176,700  
                                                         2004       1.209          1.486         6,512,470  
                                                         2003       0.887          1.209         5,739,048  
                                                         2002       0.999          0.887         4,832,433  
                                                         2001       0.999          0.999         1,308,941  

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                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                                BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
              PORTFOLIO NAME                             YEAR      YEAR        END OF YEAR     END OF YEAR  
-------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                            
   Capital Appreciation Fund (12/96)                     2005       1.483          1.717            -       
                                                         2004       1.267          1.483            -       
                                                         2003       1.000          1.267            -       

   High Yield Bond Trust (9/04)                          2005       1.065          1.057            -       
                                                         2004       1.023          1.065            -       

   Managed Assets Trust (5/04)                           2005       1.073          1.091            -       
                                                         2004       0.982          1.073            -       

   Money Market Portfolio (2/97)                         2005       0.978          0.985            -       
                                                         2004       0.988          0.978            -       
                                                         2003       1.000          0.988            -       

AIM Variable Insurance Funds                                                                                
   AIM V.I. Premier Equity Fund - Series I (4/01)        2005       1.309          1.354            -       
                                                         2004       1.263          1.309            -       
                                                         2003       1.000          1.263            -       

AllianceBernstein Variable Product Series Fund, Inc.                                                        
   AllianceBernstein Large-Cap Growth Portfolio -                                                           
   Class B (5/00)                                        2005       1.328          1.493            -       
                                                         2004       1.251          1.328            -       
                                                         2003       1.000          1.251            -       

American Funds Insurance Series                                                                             
   Global Growth Fund - Class 2 Shares (5/03)            2005       1.433          1.601            -       
                                                         2004       1.290          1.433            -       
                                                         2003       1.011          1.290            -       

   Growth Fund - Class 2 Shares (5/03)                   2005       1.369          1.557            -       
                                                         2004       1.242          1.369            -       
                                                         2003       1.007          1.242            -       

   Growth-Income Fund - Class 2 Shares (5/03)            2005       1.348          1.397            -       
                                                         2004       1.247          1.348            -       
                                                         2003       1.009          1.247            -       

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                                                        [Enlarge/Download Table]

                                                                UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
              PORTFOLIO NAME                              YEAR      YEAR        END OF YEAR     END OF YEAR  
-------------------------------------------------------   ----  -------------  -------------  ---------------
                                                                                                             
Credit Suisse Trust                                                                                          
   Credit Suisse Trust Emerging Markets Portfolio (5/98)  2005       1.766          2.213             -      
                                                          2004       1.444          1.766             -      
                                                          2003       1.000          1.444             -      

Delaware VIP Trust                                                                                           
   Delaware VIP REIT Series - Standard Class (5/98)       2005       1.758          1.845             -      
                                                          2004       1.366          1.758             -      
                                                          2003       1.000          1.366             -      

Dreyfus Variable Investment Fund                                                                             
   Dreyfus VIF - Appreciation Portfolio - Initial                                                            
   Shares (4/98)                                          2005       1.279          1.307             -      
                                                          2004       1.243          1.279             -      
                                                          2003       1.000          1.243             -      

   Dreyfus VIF - Developing Leaders Portfolio - Initial                                                      
   Shares (4/98)                                          2005       1.471          1.524             -      
                                                          2004       1.349          1.471             -      
                                                          2003       1.000          1.349             -      

FAM Variable Series Funds, Inc.                                                                              
   Mercury Global Allocation V.I. Fund - Class III                                                           
  (11/03)                                                 2005       1.281          1.295             -      

   Mercury Value Opportunities V.I. Fund - Class III                                                         
   (11/03)                                                2005       1.199          1.293             -      
                                                          2004       1.065          1.199             -      

Franklin Templeton Variable Insurance Products Trust                                                         

   Mutual Shares Securities Fund - Class 2 Shares (5/02)  2005       1.395          1.510             -      
                                                          2004       1.265          1.395             -      
                                                          2003       1.000          1.265             -      

   Templeton Developing Markets Securities Fund -                                                            
   Class 2 Shares (5/03)                                  2005       1.760          2.196             -      
                                                          2004       1.441          1.760             -      
                                                          2003       1.000          1.441             -      

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                                                        [Enlarge/Download Table]

                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                                BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
              PORTFOLIO NAME                             YEAR      YEAR        END OF YEAR     END OF YEAR  
-------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                            
   Templeton Foreign Securities Fund - Class 2 Shares                                                       
   (9/04)                                                2005       1.146          1.237              -     
                                                         2004       1.006          1.146              -     

   Templeton Growth Securities Fund - Class 2 Shares                                                        
   (5/02)                                                2005       1.531          1.633              -     
                                                         2004       1.348          1.531              -     
                                                         2003       1.000          1.348              -     

Greenwich Street Series Fund                                                                                
   Equity Index Portfolio - Class II Shares (5/99)       2005       1.397          1.426              -     
                                                         2004       1.294          1.397              -     
                                                         2003       1.000          1.294              -     

   Salomon Brothers Variable Aggressive Growth Fund -                                                       
   Class I Shares (7/02)                                 2005       1.489          1.603         44,873     
                                                         2004       1.394          1.489              -     
                                                         2003       1.000          1.394              -     

   Salomon Brothers Variable Growth & Income Fund -                                                         
   Class I Shares (7/02)                                 2005       1.396          1.417              -     
                                                         2004       1.316          1.396              -     
                                                         2003       1.000          1.316              -     

Janus Aspen Series                                                                                          
   Balanced Portfolio - Service Shares (5/00)            2005       1.206          1.271        216,115     
                                                         2004       1.137          1.206        216,240     
                                                         2003       1.000          1.137        264,585     

   Global Life Sciences Portfolio - Service Shares                                                          
   (5/00)                                                2005       1.415          1.556              -     
                                                         2004       1.265          1.415              -     
                                                         2003       1.000          1.265              -     

   Global Technology Portfolio - Service Shares (5/00)   2005       1.447          1.580              -     
                                                         2004       1.469          1.447              -     
                                                         2003       1.000          1.469              -     

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                                                        [Enlarge/Download Table]

                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                                BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
              PORTFOLIO NAME                             YEAR      YEAR        END OF YEAR     END OF YEAR  
-------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                            
   Worldwide Growth Portfolio - Service Shares (5/00)    2005      1.315          1.359           77,910    
                                                         2004      1.284          1.315          138,521    
                                                         2003      1.000          1.284          143,521    

Lazard Retirement Series, Inc.                                                                              
   Lazard Retirement Small Cap Portfolio (8/03)          2005      1.496          1.523                -    
                                                         2004      1.330          1.496                -    
                                                         2003      1.131          1.330                -    

Lord Abbett Series Fund, Inc.                                                                               
   Growth and Income Portfolio (6/03)                    2005      1.366          1.382                -    
                                                         2004      1.239          1.366                -    
                                                         2003      1.093          1.239                -    

   Mid-Cap Value Portfolio (6/03)                        2005      1.523          1.614                -    
                                                         2004      1.254          1.523                -    
                                                         2003      1.101          1.254                -    

Oppenheimer Variable Account Funds                                                                          
   Oppenheimer Main Street Fund/VA - Service Shares                                                         
   (7/04)                                                2005      1.069          1.107                -    
                                                         2004      0.980          1.069                -    

PIMCO Variable Insurance Trust                                                                              
   Real Return Portfolio - Administrative Class (5/03)   2005      1.112          1.112                -    
                                                         2004      1.043          1.112                -    
                                                         2003      1.039          1.043                -    

   Total Return Portfolio - Administrative Class (5/01)  2005      1.051          1.055                -    
                                                         2004      1.024          1.051                -    
                                                         2003      1.000          1.024                -    

Putnam Variable Trust                                                                                       
   Putnam VT Discovery Growth Fund - Class IB Shares                                                        
   (7/01)                                                2005      1.406          1.476                -    
                                                         2004      1.334          1.406                -    
                                                         2003      1.000          1.334                -    

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                                                        [Enlarge/Download Table]

                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                                BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
              PORTFOLIO NAME                             YEAR      YEAR        END OF YEAR     END OF YEAR  
-------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                            
   Putnam VT International Equity Fund - Class IB                                                           
   Shares (5/01)                                         2005      1.514          1.663                -    
                                                         2004      1.331          1.514                -    
                                                         2003      1.000          1.331                -    

   Putnam VT Small Cap Value Fund - Class IB Shares                                                         
   (6/01)                                                2005      1.907          1.999                -    
                                                         2004      1.543          1.907                -    
                                                         2003      1.000          1.543                -    

Salomon Brothers Variable Series Funds Inc.                                                                 
   All Cap Fund - Class I (5/98)                         2005      1.488          1.516          325,182    
                                                         2004      1.403          1.488          276,460    
                                                         2003      1.000          1.403          139,676    

   Investors Fund - Class I (4/98)                       2005      1.451          1.514          117,773    
                                                         2004      1.342          1.451          148,518    
                                                         2003      1.000          1.342           90,649    

   Large Cap Growth Fund - Class I (7/02)                2005      1.412          1.455           16,279    
                                                         2004      1.435          1.412                -    
                                                         2003      1.000          1.435                -    

   Small Cap Growth Fund - Class I (5/00)                2005      1.748          1.796          411,971    
                                                         2004      1.551          1.748          374,589    
                                                         2003      1.000          1.551          361,629    

The Travelers Series Trust                                                                                  
   AIM Capital Appreciation Portfolio (10/00)            2005      1.356          1.444                -    
                                                         2004      1.300          1.356                -    
                                                         2003      1.000          1.300                -    

   Convertible Securities Portfolio (5/98)               2005      1.273          1.251                -    
                                                         2004      1.223          1.273                -    
                                                         2003      1.000          1.223                -    

   Disciplined Mid Cap Stock Portfolio (6/97)            2005      1.560          1.717                -    
                                                         2004      1.368          1.560                -    
                                                         2003      1.000          1.368                -    

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                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                                BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
              PORTFOLIO NAME                             YEAR      YEAR        END OF YEAR     END OF YEAR  
-------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                            
Equity Income Portfolio (12/96)                          2005       1.454          1.488         438,930    
                                                         2004       1.352          1.454         404,333    
                                                         2003       1.000          1.352         341,627    

Federated High Yield Portfolio (1/97)                    2005       1.284          1.289               -    
                                                         2004       1.187          1.284               -    
                                                         2003       1.000          1.187               -    

Federated Stock Portfolio (1/97)                         2005       1.408          1.452               -    
                                                         2004       1.301          1.408               -    
                                                         2003       1.000          1.301               -    

Large Cap Portfolio (12/96)                              2005       1.312          1.396         278,072    
                                                         2004       1.257          1.312         204,152    
                                                         2003       1.000          1.257         188,176    

Mercury Large Cap Core Portfolio (5/98)                  2005       1.404          1.541               -    
                                                         2004       1.237          1.404               -    
                                                         2003       1.000          1.237               -    

MFS Emerging Growth Portfolio (12/96)                    2005       1.416          1.372               -    
                                                         2004       1.282          1.416               -    
                                                         2003       1.000          1.282               -    

MFS Mid Cap Growth Portfolio (4/98)                      2005       1.510          1.524               -    
                                                         2004       1.351          1.510               -    
                                                         2003       1.000          1.351               -    

MFS Total Return Portfolio (1/97)                        2005       1.280          1.290         176,103    
                                                         2004       1.172          1.280           7,397    
                                                         2003       1.000          1.172               -    

MFS Value Portfolio (7/00)                               2005       1.299          1.354               -    
                                                         2004       1.166          1.299               -    
                                                         2003       1.000          1.166               -    

Mondrian International Stock Portfolio (12/96)           2005       1.496          1.604               -    
                                                         2004       1.320          1.496               -    
                                                         2003       1.000          1.320               -    

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                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                                BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
              PORTFOLIO NAME                             YEAR      YEAR        END OF YEAR     END OF YEAR  
-------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                            
   Pioneer Fund Portfolio (8/03)                         2005       1.318          1.368                -   
                                                         2004       1.211          1.318                -   
                                                         2003       1.059          1.211                -   

   Pioneer Strategic Income Portfolio (12/96)            2005       1.256          1.275                -   
                                                         2004       1.156          1.256                -   
                                                         2003       1.000          1.156                -   

   Strategic Equity Portfolio (12/96)                    2005       1.419          1.418                -   
                                                         2004       1.315          1.419                -   
                                                         2003       1.000          1.315                -   

   Travelers Quality Bond Portfolio (12/96)              2005       1.056          1.051                -   
                                                         2004       1.044          1.056                -   
                                                         2003       1.000          1.044                -   

   U.S. Government Securities Portfolio (4/05)           2005       1.059          1.070                -   

Travelers Series Fund Inc.                                                                                  
   SB Adjustable Rate Income Portfolio - Class I Shares                                                     
   (12/03)                                               2005       0.988          0.990                -   
                                                         2004       0.997          0.988                -   
                                                         2003       0.997          0.997                -   

   Social Awareness Stock Portfolio (8/05)               2005       1.104          1.102                -   

Van Kampen Life Investment Trust                                                                            
   Comstock Portfolio - Class II Shares (12/00)          2005       1.529          1.559        2,176,018   
                                                         2004       1.330          1.529        1,802,010   
                                                         2003       1.000          1.330        1,277,170   

   Enterprise Portfolio - Class II Shares (5/98)         2005       1.288          1.360          168,468   
                                                         2004       1.267          1.288          178,575   
                                                         2003       1.000          1.267          176,857   

Variable Insurance Products Fund                                                                            
   Contrafund(R) Portfolio - Service Class 2 (5/00)      2005       1.480          1.690        1,231,144   
                                                         2004       1.312          1.480          948,829   
                                                         2003       1.000          1.312          735,053   

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                                                                UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
              PORTFOLIO NAME                              YEAR      YEAR        END OF YEAR     END OF YEAR  
-------------------------------------------------------   ----  -------------  -------------  ---------------
                                                                                                             
Dynamic Capital Appreciation Portfolio - Service Class 2                                                     
(6/01)                                                    2005      1.239          1.464               -     
                                                          2004      1.249          1.239               -     
                                                          2003      1.000          1.249               -     

Mid Cap Portfolio - Service Class 2 (1/01)                2005      1.723          1.991         479,564     
                                                          2004      1.411          1.723         389,025     
                                                          2003      1.000          1.411         254,232     

 NOTES

The date next to each funding option's name reflects the date money first came  
into the funding option through the Separate Account.                           

Funding options not listed above had no amount allocated to them or were not    
available as of December 31, 2005.                                              

"Number of Units Outstanding at End of Year" may include units for              
Contracts Owners in payout phase, where appropriate.                            

If an accumulation unit value has no assets and units across all sub-accounts   
within the Separate Account, and has had no assets and units for the history    
displayed on the Condensed Financial Information in the past, then it may not be
displayed.                                                                      

Effective 04/18/2005: Lazard International Stock Portfolio changed its name to  
Mondrian International Stock Portfolio.                                         

Effective 04/18/2005: Merrill Lynch Large Cap Core Portfolio changed its name to
Mercury Large Cap Core Portfolio.                                               

Effective 04/18/2005: AllianceBernstein Premier Growth Portfolio - Class B      
changed its name to AllianceBernstein Large - Cap Growth Portfolio - Class B.   

Effective 04/18/2005: Merrill Lynch Value Opportunities V.I. Fund - Class III   
changed its name to Mercury Value Opportunities V.I. Fund - Class III.          

Effective 04/18/2005: Merrill Lynch Global Allocation V.I. Fund - Class III     
changed its name to Mercury Global Allocation V.I. Fund - Class III.            

On 02/25/2005, The Travelers Series Trust: MFS Emerging Growth Portfolio was    
merged into The Travelers Series Trust: MFS Mid Cap Growth Portfolio and is no  
longer available as a funding option.                                           

On 02/25/2005, The Dreyfus/Laurel Funds, Inc: Dreyfus Disciplined Stock Fund was
replaced by the Greenwich Street Series Fund: Equity Index Portfolio - Class    
II Shares and is no longer available as a funding option.                       

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NOTES (CONTINUED) 

On 02/25/2005, The Neuberger Berman Equity Assets: Neuberger Berman Guardian    
Fund Advisor Class was the American Funds Insurance Series: Growth - Income Fund
- Class 2 Shares and is no longer available as a funding option.                

On 02/25/2005, The Greenwich Street Series Funds: Diversified Strategic Income  
Portfolio was replaced by The Travelers Series Trust: Pioneer Strategic         
Income Portfolio and is no longer available as a funding option.                

On 02/25/2005, The Smith Barney Equity Funds: Smith Barney Social Awareness Fund
- Class A was replaced by The Travelers Series Fund, Inc: Social Awareness      
Stock Portfolio and is no longer available as a funding option.                 

On 02/25/2005, The Dreyfus A Bonds Plus, Inc: Dreyfus A Bonds Plus, Inc was     
replaced by The Travelers Series Trust: U.S. Government Securities              
Portfolio and is no longer available as a funding option.                       

AIM Variable Insurance Funds, Inc. : AIM V.I. Premier Equity Fund - Series I is 
no longer available to new contract owners.                                     

Credit Suisse Trust: Emerging Markets Portfolio is no longer available to new   
contract owners.                                                                

Putnam Variable Trust: Putnam VT Discovery Growth Fund - Class IB Share is no   
longer available to new contract owners.                                        

Putnam Variable Trust: Putnam VT International Equity Fund - Class IB Shares is 
no longer available to new contract owners.                                     

AllianceBernstein Large - Cap Growth Portfolio - Class B is no longer available 
to new contract owners.                                                         

Federated Stock Portfolio is no longer available to new contract owners.        

Fidelity VIP Dynamic Capital Appreciation Portfolio - Service Class 2 is no     
longer available to new contract owners.                                        

Janus Aspen Balanced Portfolio - Service Shares is no longer available to new   
contract owners.                                                                

Janus Aspen Global Life Sciences Portfolio - Service Shares is no longer        
available to new contract owners.                                               

Janus Aspen Worldwide Growth Portfolio - Service Shares is no longer available  
to new contract owners.                                                         

Van Kampen LIT Enterprise Portfolio Class II Shares is no longer available to   
new contract owners.                                                            

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APPENDIX C

 THE FIXED ACCOUNT

The Fixed Account is part of the Company's general account assets. These general
account assets include all assets of the Company other than those held in the   
Separate Accounts sponsored by the Company or its affiliates.                   

The staff of the SEC does not generally review the disclosure in the prospectus 
relating to the Fixed Account. Disclosure regarding the Fixed Account and the   
general account may, however, be subject to certain provisions of the federal   
securities laws relating to the accuracy and completeness of statements made in 
the prospectus.                                                                 

Under the Fixed Account, the Company assumes the risk of investment gain or     
loss, guarantees a specified interest rate, and guarantees a specified periodic 
annuity payment. The investment gain or loss of the Separate Account or any of  
the funding options does not affect the Fixed Account Contract Value, or the    
dollar amount of fixed Annuity Payments made under any payout option.           

We guarantee that, at any time, the Fixed Account Contract Value will not be    
less than the amount of the Purchase Payments allocated to the Fixed Account,   
plus interest credited as described below, less any applicable premium taxes or 
prior withdrawals.                                                              

Purchase Payments allocated to the Fixed Account and any transfers made to the  
Fixed Account become part of the Company's general account, which supports      
insurance and annuity obligations. Where permitted by state law, we reserve the 
right to restrict Purchase Payments into the Fixed Account whenever the credited
interest rate on the Fixed Account is equal to the minimum guaranteed interest  
rate specified in your Contract. The general account and any interest therein is
not registered under, or subject to the provisions of, the Securities Act of    
1933 or Investment Company Act of 1940. We will invest the assets of the Fixed  
Account at our discretion. Investment income from such Fixed Account assets will
be allocated to us and to the Contracts participating in the Fixed Account.     

Investment income from the Fixed Account allocated to us includes compensation  
for mortality and expense risks borne by us in connection with Fixed Account    
Contracts. The amount of such investment income allocated to the Contracts will 
vary from year to year in our sole discretion at such rate or rates as we       
prospectively declare from time to time.                                        

We guarantee the initial rate for any allocations into the Fixed Account for one
year from the date of such allocation. We guarantee subsequent renewal rates for
the calendar quarter. We also guarantee that for the life of the Contract we    
will credit interest at a rate not less than the minimum interest rate allowed  
by state law. We reserve the right to change the rate subject to applicable     
state law. We will determine any interest we credit to amounts allocated to the 
Fixed Account in excess of the minimum guaranteed rate in our sole discretion.  
You assume the risk that interest credited to the Fixed Account may not exceed  
the minimum guaranteed rate for any given year. We have no specific formula for 
determining the interest rate. Some factors we may consider are regulatory and  
tax requirements, general economic trends and competitive factors.              

TRANSFERS                                                                       

You may make transfers from the Fixed Account to any available Variable Funding 
Option(s) twice a year during the 30 days following the semiannual anniversary  
of the Contract Date. We limit transfers to an amount of up to 15% of the Fixed 
Account Contract Value on the semiannual Contract Date anniversary. (This       
restriction does not apply to transfers under the Dollar Cost Averaging         
Program.) Amounts previously transferred from the Fixed Account to Variable     
Funding Options may not be transferred back to the Fixed Account for a period of
at least six months from the date of transfer. We reserve the right to waive    
either of these restrictions. Where permitted by state law, we reserve the right
to restrict transfers into the Fixed Account whenever the credited interest rate
on the Fixed Account is equal to the minimum guaranteed interest rate specified 
in your Contract.                                                               

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APPENDIX D

 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information and  
financial statements relating to MetLife Insurance Company of Connecticut or    
MetLife Life and Annuity Company of Connecticut. A list of the contents of the  
Statement of Additional Information is set forth below:                         

The Insurance Company                 
Principal Underwriter                 
           Distribution and Principal Underwriting Agreement
Valuation of Assets                   
Federal Tax Considerations            
       Independent Registered Public Accounting Firm
Condensed Financial Information       
Financial Statements                  

Copies of the Statement of Additional Information dated May 1, 2006 are         
available without charge. To request a copy, please clip this coupon on the line
above, enter your name and address in the spaces provided below, and mail to    
MetLife Insurance Company of Connecticut/MetLife Annuity Company of Connecticut,
One Cityplace, 185 Asylum Street, 3CP, Hartford, Connecticut 06103-3415. For the
MetLife Insurance Company of Connecticut Statement of Additional Information    
please request MIC-Book-06-07-10-11 and for the MetLife Life and Annuity Company
of Connecticut Statement of Additional Information please request               
MLAC-Book-06-07-10-11.                                                          

Name:    __________________________________________________________             

Address: __________________________________________________________             

__________________________________________________________    

Check Box:                                                                      

[ ] MIC-Book-06-07-10-11                                                        

[ ] MLAC-Book-06-07-10-11                                                       

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Book 06                                                              May 1, 2006

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PORTFOLIO ARCHITECT SELECT ANNUITY PROSPECTUS:

 METLIFE OF CT FUND ABD FOR VARIABLE ANNUITIES
METLIFE OF CT FUND ABD II FOR VARIABLE ANNUITIES

This prospectus describes PORTFOLIO ARCHITECT SELECT ANNUITY, a flexible premium
deferred variable annuity contract (the "Contract") issued by MetLife Insurance 
Company of Connecticut or MetLife Life and Annuity Company of Connecticut       
(formerly The Travelers Insurance Company and The Travelers Life and Annuity    
Company, repectively)*. MetLife Life and Annuity Company of Connecticut does    
not solicit or issue insurance products in the state of New York. Refer to the  
first page of your Contract for the name of your issuing company. The Contract  
is available in connection with certain retirement plans that qualify for       
special federal income tax treatment ("Qualified Contracts") as well as those   
that do not qualify for such treatment ("Non-qualified Contracts"). We may      
issue it as an individual contract or as a group contract. When we issue a      
group contract, you will receive a certificate summarizing the Contract's       
provisions. For convenience, we refer to contracts and certificates as          
"Contracts."                                                                    

You can choose to have your premium ("Purchase Payments") accumulate on a       
variable and/or, subject to availability, fixed basis in one of our funding     
options. Your Contract Value before the Maturity Date and the amount of monthly 
income afterwards will vary daily to reflect the investment experience of the   
Variable Funding Options you select. You bear the investment risk of investing  
in the Variable Funding Options. The Variable Funding Options are:              

AIM VARIABLE INSURANCE FUNDS - SERIES I+                                        
AIM V.I. Core Equity Fund+                                                
DREYFUS VARIABLE INVESTMENT FUND                                                
Dreyfus Variable Investment Fund Appreciation Portfolio                   
Dreyfus Variable Investment Fund Developing Leaders Portfolio             

JANUS ASPEN SERIES - SERVICE SHARES                                             
Global Life Sciences Portfolio                                            
Global Technology Portfolio                                               
Worldwide Growth Portfolio                                                
LEGG MASON PARTNERS VARIABLE PORTFOLIOS I, INC. - Class I+                      
Legg Mason Partners Variable All Cap Portfolio+                           
Legg Mason Partners Variable Investors Portfolio+                         
LEGG MASON PARTNERS VARIABLE PORTFOLIOS II+                                     
Legg Mason Partners Variable Appreciation Portfolio+                      
Legg Mason Partners Variable Equity Index Portfolio - Class II+           
Legg Mason Partners Variable Fundamental Value Portfolio+                 
LEGG MASON PARTNERS VARIABLE PORTFOLIOS III, INC.+                              
Legg Mason Partners Variable Aggressive Growth Portfolio+                 
Legg Mason Partners Variable Large Cap Growth Portfolio+                  
MET INVESTORS SERIES TRUST                                                      
Batterymarch Mid-Cap Stock Portfolio - CLASS A+                           
Federated High Yield Portfolio - CLASS A+                                 
Harris Oakmark International Portfolio - CLASS A+                         
Janus Capital Appreciation Portfolio - CLASS A+                           
Lord Abbett Bond Debenture Portfolio+                                     
Lord Abbett Growth and Income Portfolio - CLASS B+                        
Met/AIM Capital Appreciation Portfolio - CLASS A+                         
Neuberger Berman Real Estate Portfolio - CLASS A+                         

METROPOLITAN SERIES FUND, INC.                                                  
BlackRock Aggressive Growth Portfolio - Class D+                          
BlackRock Bond Income Portfolio - Class A+                                
BlackRock Money Market Portfolio - Class A+                               
FI Large Cap Portfolio - Class A+                                         
FI Value Leaders Portfolio - Class D+                                     
MFS Total Return Portfolio - Class F+                                     
T. Rowe Price Large Cap Growth Portfolio - Class B+                       
PIMCO VARIABLE INSURANCE TRUST - ADMINISTRATIVE CLASS                           
Total Return Portfolio                                                    
PUTNAM VARIABLE TRUST (Class IB)                                                

Putnam VT International Equity Fund+                                      
VAN KAMPEN LIFE INVESTMENT TRUST - Class II                                     
Comstock Portfolio                                                        

Emerging Growth Portfolio                                                 
VARIABLE INSURANCE PRODUCTS FUND - SERVICE Class II                             
VIP Contrafund(R) Portfolio                                               
VIP Mid Cap Portfolio                                                     

+     This Variable Funding Option has been subject to a merger, substitution or
 name change. Please see "The Annuity Contract -- The Variable Funding
Options" for more information.                                      

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*THE TRAVELERS INSURANCE COMPANY HAS FILED FOR APPROVAL TO CHANGE ITS NAME TO   
METLIFE INSURANCE COMPANY OF CONNECTICUT. THE TRAVELERS LIFE AND ANNUITY COMPANY
HAS FILED FOR APPROVAL TO CHANGE ITS NAME TO METLIFE LIFE AND ANNUITY COMPANY OF
CONNECTICUT. THE CHANGE WILL BE EFFECTIVE MAY 1, 2006 PENDING REGULATORY        
APPROVAL. YOU WILL RECEIVE A CONTRACT ENDORSEMENT NOTIFYING YOU OF THE NAME     
CHANGE ONCE IT HAS OCCURRED.                                                    

The Contract is not offered to new purchasers. This prospectus provides the     
information that you should know before investing in the Contract. Please keep  
this prospectus for future reference. You can receive additional information    
about your Contract by requesting a copy of the Statement of Additional         
Information ("SAI") dated May 1, 2006. We filed the SAI with the Securities and 
Exchange Commission ("SEC"), and it is incorporated by reference into this      
prospectus. To request a copy, write to us at One Cityplace, 185 Asylum Street, 
3CP, Hartford, Connecticut 06103-3415, call 1-800-842-9368 or access the SEC's  
website (http://www.sec.gov). See Appendix D for the SAI's table of contents.   

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR THE ADEQUACY OF THIS 
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.           

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OF ANY BANK, AND ARE NOT INSURED OR 
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT 
AGENCY.                                                                         

PROSPECTUS DATED MAY 1, 2006

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 TABLE OF CONTENTS

                                                                [Download Table]
                                                             
Glossary................................................    3
Summary.................................................    5
Fee Table...............................................    8
Condensed Financial Information.........................   13
The Annuity Contract....................................   13
   Contract Owner Inquiries.............................   14
   Purchase Payments....................................   14
   Accumulation Units...................................   15
   The Variable Funding Options.........................   15
Fixed Account...........................................   19
Charges and Deductions..................................   19
   General..............................................   19
   Withdrawal Charge....................................   20
   Free Withdrawal Allowance............................   21
   Administrative Charges...............................   21
   Mortality and Expense Risk Charge....................   21
   Variable Liquidity Benefit Charge....................   21
   Enhanced Stepped-Up Provision Charge.................   21
   Variable Funding Option Expenses.....................   22
   Premium Tax..........................................   22
   Changes in Taxes Based upon                               
     Premium or Value...................................   22
Transfers...............................................   22
   Market Timing/Excessive Trading......................   22
   Dollar Cost Averaging................................   23
Access to Your Money....................................   24
   Systematic Withdrawals...............................   25
   Loans................................................   25
Ownership Provisions....................................   25
   Types of Ownership...................................   25
   Contract Owner.......................................   25
   Beneficiary..........................................   25
   Annuitant............................................   26
Death Benefit...........................................   26
   Death Proceeds before the Maturity Date..............   26
   Enhanced Stepped-Up Provision........................   27

   Payment of Proceeds..................................   28

   Spousal Contract Continuance.........................   29
   Beneficiary Contract Continuance.....................   30

   Planned Death Benefit................................   30
   Death Proceeds after the Maturity Date...............   31
The Annuity Period......................................   31
   Maturity Date........................................   31
   Allocation of Annuity................................   31
   Variable Annuity.....................................   31
   Fixed Annuity........................................   32

Payment Options........................................... 32
   Election of Options.................................... 32
   Annuity Options........................................ 32
   Income Options.......................................   33
  Variable Liquidity Benefit............................   33
Miscellaneous Contract Provisions.......................   33
   Right to Return......................................   33
   Termination..........................................   34
   Required Reports.....................................   34
   Suspension of Payments...............................   34
The Separate Accounts...................................   34
   Performance Information..............................   35
Federal Tax Considerations..............................   35
   General Taxation of Annuities........................   35
   Types of Contracts: Qualified and Non-qualified......   36
   Qualified Annuity Contracts..........................   36
     Taxation of Qualified Annuity Contracts............   36
     Mandatory Distributions for Qualified Plans........   36
   Non-qualified Annuity Contracts......................   37
     Diversification Requirements for Variable               
       Annuities........................................   37
     Ownership of the Investments.......................   37
     Taxation of Death Benefit Proceeds.................   38
   Other Tax Considerations.............................   38
     Treatment of Charges for Optional                       
       Benefits.............                               38
     Penalty Tax for Premature Distributions............   38
     Puerto Rico Tax Considerations.....................   38
     Non-Resident Aliens................................   38
Other Information.......................................   39
   The Insurance Companies..............................   39
   Financial Statements.................................   39
   Distribution of Variable Annuity Contracts...........   39
   Conformity with State and Federal Laws...............   41
   Voting Rights........................................   41
   Restrictions on Financial Transactions...............   41
   Legal Proceedings....................................   41
Appendix A: Condensed Financial Information for MetLife      
of CT Fund ABD for Variable Annuities                     A-1
Appendix B: Condensed Financial Information for MetLife      
of CT Fund ABD II for Variable Annuities                  B-1
Appendix C: The Fixed Account...........................  C-1
Appendix D: Contents of the Statement of Additional          
Information                                               D-1

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GLOSSARY

ACCUMULATION UNIT -- an accounting unit of measure used to calculate the value  
of this Contract before Annuity Payments begin.                                 

ANNUITANT -- the person on whose life the Maturity Date and Annuity Payments    
depend.                                                                         

ANNUITY PAYMENTS -- a series of periodic payments (a) for life; (b) for life    
with a minimum number of payments; (c) for the joint lifetime of the Annuitant  
and another person, and thereafter during the lifetime of the survivor; or (d)  
for a fixed period.                                                             

ANNUITY UNIT -- an accounting unit of measure used to calculate the amount of   
Annuity Payments.                                                               

CASH SURRENDER VALUE -- the Contract Value less any withdrawal charge and       
premium tax not previously deducted.                                            

CODE -- the Internal Revenue Code of 1986, as amended, and all related laws and 
regulations that are in effect during the term of this Contract.                

CONTINGENT ANNUITANT -- the individual who becomes the Annuitant when the       
Annuitant who is not the owner dies prior to the Maturity Date.                 

CONTRACT DATE -- the date on which the Contract is issued.                      

CONTRACT OWNER (you) -- the person named in the Contract (on the specifications 
page) as the owner of the Contract.                                             

CONTRACT VALUE -- Purchase Payments, plus or minus any investment experience on 
the amounts allocated to the variable funds or interest on amounts allocated to 
the Fixed Account, adjusted by any applicable charges and withdrawals.          

CONTRACT YEARS -- twelve month periods beginning with the Contract Date.        

DEATH REPORT DATE -- the day on which we have received 1) Due Proof of Death and
2) written payment instructions or election of spousal or beneficiary contract  
continuation.                                                                   

DUE PROOF OF DEATH -- (i) a copy of a certified death certificate; (ii) a copy  
of a certified decree of a court of competent jurisdiction as to the finding of 
death; (iii) a written statement by a medical doctor who attended the deceased; 
or (iv) any other proof satisfactory to us.                                     

FIXED ACCOUNT -- an account that consists of all of the assets under this       
Contract other than those in the Separate Account.                              

HOME OFFICE -- the Home Office of MetLife Insurance Company of Connecticut or   
MetLife Life and Annuity Company of Connecticut or any other office that we may 
designate for the purpose of administering this Contract.                       

MATURITY DATE -- the date on which the Annuity Payments are to begin.           

PAYMENT OPTION -- an annuity or income option elected under your Contract.      

PURCHASE PAYMENT -- any premium paid by you to initiate or supplement this      
Contract.                                                                       

QUALIFIED CONTRACT -- a contract used in a retirement plan or program that is   
intended to qualify under Sections 401, 403, 408, or 414(d) of the Code.        

SEPARATE ACCOUNT -- a segregated account registered with the Securities and     
Exchange Commission ("SEC"), the assets of which are invested solely in the     
Underlying Funds. The assets of the Separate Account are held exclusively for   
the benefit of Contract Owners.                                                 

SUBACCOUNT -- that portion of the assets of a Separate Account that is allocated
to a particular Underlying Fund.                                                

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UNDERLYING FUND -- a portfolio of an open-end management investment company that
is registered with the SEC in which the Subaccounts invest.                     

VALUATION DATE -- a date on which a Subaccount is valued.                       

VALUATION PERIOD -- the period between successive valuations.                   

VARIABLE FUNDING OPTION -- a Subaccount of the Separate Account that invests in 
an Underlying Fund.                                                             

WE, US, OUR -- MetLife Insurance Company of Connecticut or MetLife Life and     
Annuity Company of Connecticut.                                                 

WRITTEN REQUEST -- written information sent to us in a form and content         
satisfactory to us and received at our Home Office.                             

YOU, YOUR -- the Contract Owner.                                                

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SUMMARY:
PORTFOLIO ARCHITECT SELECT ANNUITY

THIS SUMMARY DETAILS SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD KNOW AND 
CONSIDER BEFORE PURCHASING THE CONTRACT. PLEASE READ THE ENTIRE PROSPECTUS      
CAREFULLY.                                                                      

WHAT COMPANY WILL ISSUE MY CONTRACT? Your issuing company is either MetLife     
Insurance Company of Connecticut or MetLife Life and Annuity Company of         
Connecticut  ("the Company," "We" or "Us"). MetLife Life and Annuity Company of 
Connecticut does not solicit or issue insurance products in the state of New    
York. Refer to your Contract for the name of your issuing company. Each company 
sponsors its own segregated account ("Separate Account"). MetLife Insurance     
Company of Connecticut sponsors the MetLife of CT sponsors the MetLife of CT    
Fund ABD for Variable Annuities ("Fund ABD"); MetLife Life and Annuity Company  
of Connecticut sponsors MetLife of CT Fund ABD II for Variable Annuities ("Fund 
ABD II"). When we refer to the Separate Account, we are referring to either Fund
ABD or Fund ABD II, depending upon your issuing Company.                        

Contracts issued in your state provide different features and benefits from and 
impose different costs (such as a waiver of the withdrawal charge on all Annuity
Payments) than those described in this prospectus. The Contract is not offered  
to new purchasers.                                                              

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE CONTRACT? We designed the Contract 
for retirement savings or other long-term investment purposes. The Contract     
provides a death benefit as well as guaranteed payout options. You direct your  
payment(s) to one or more of the Variable Funding Options and/or to the Fixed   
Account that is part of our general account (the "Fixed Account"). We guarantee 
money directed to the Fixed Account as to principal and interest. The Variable  
Funding Options fluctuate with the investment performance of the Underlying     
Funds and are not guaranteed. You can also lose money in the Variable Funding   
Options.                                                                        

The Contract, like all deferred variable annuity contracts, has two phases: the 
accumulation phase and the payout phase (annuity period). During the            
accumulation phase generally, under a Qualified Contract, your pre-tax          
contributions accumulate on a tax-deferred basis and are taxed as income when   
you make a withdrawal, presumably when you are in a lower tax bracket. During   
the accumulation phase, under a Non-qualified Contract, earnings on your        
after-tax contributions accumulate on a tax-deferred basis and are taxed as     
income when you make a withdrawal. The payout phase occurs when you begin       
receiving payments from your Contract. The amount of money you accumulate in    
your Contract determines the amount of income ("Annuity Payments") you receive  
during the payout phase.                                                        

During the payout phase, you may choose one of a number of annuity options. You 
may receive income payments in the form of a variable annuity, a fixed annuity, 
or a combination of both If you elect variable income payments, the dollar      
amount of your payments may increase or decrease. Once you choose one of the    
annuity options or income options and begin to receive payments, it cannot be   
changed.                                                                        

WHO CAN PURCHASE THIS CONTRACT? The Contract is currently available for use in  
connection with (1) individual non-qualified purchases; (2) rollovers from      
Individual Retirement Annuities (IRAs); (3) rollovers from other qualified      
retirement plans and (4) beneficiary-directed transfers of death proceeds from  
another contract. Qualified Contracts include contracts qualifying under Section
401(a), 403(b), or 408(b) of the Internal Revenue Code of 1986, as amended.     
Purchase of this Contract through a tax qualified retirement plan ("Plan") does 
not provide any additional tax deferral benefits beyond those provided by the   
Plan. Accordingly, if you are purchasing this Contract through a Plan, you      
should consider purchasing this Contract for its Death Benefit, Annuity Option  
Benefits, and other non-tax-related benefits.                                   

You may purchase the Contract with an initial payment of at least $5000. You may
make additional payments of at least $500 at any time during the accumulation   
phase. No additional payments are allowed if this Contract is purchased with a  
beneficiary-directed transfer of death proceeds.                                

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The ages of the owner and Annuitant determine if you may purchase this product  
and which optional features are available to you. See The Annuity Contract      
section for more information.                                                   

CAN I EXCHANGE MY CURRENT ANNUITY CONTRACT FOR THIS CONTRACT? The Code generally
permits you to exchange one annuity contract for another in a "tax-free         
exchange". Therefore, you can transfer the proceeds from another annuity        
contract to purchase this Contract. Before making an exchange to acquire this   
Contract, you should carefully compare this Contract to your current contract.  
You may have to pay a surrender charge under your current contract to exchange  
it for this Contract, and this Contract has its own surrender charges that would
apply to you. The other fees and charges under this Contract may be higher or   
lower and the benefits may be different than those of your current contract. In 
addition, you may have to pay federal income or penalty taxes on the exchange if
it does not qualify for tax-free treatment. You should not exchange another     
contract for this Contract unless you determine, after evaluating all the facts,
the exchange is in your best interests. Remember that the person selling you the
Contract generally will earn a commission on the sale.                          

IS THERE A RIGHT TO RETURN PERIOD? If you cancel the Contract within twenty days
after you receive it, you will receive a full refund of your Contract Value plus
any Contract charges and premium taxes you paid (but not fees and charges       
assessed by the Underlying Funds). Where state law requires a different right to
return period, or the return of Purchase Payments, the Company will comply. You 
bear the investment risk on the Purchase Payment allocated to a Variable Funding
Option during the right to return period; therefore, the Contract Value we      
return may be greater or less than your Purchase Payment.                       

If you purchased your Contract as an Individual Retirement Annuity, and you     
return it within the first seven days after delivery, or longer if your state   
law permits, we will refund your full Purchase Payment. During the remainder of 
the right to return period, we will refund your Contract Value (including       
charges we assessed). We will determine your Contract Value at the close of     
business on the day we receive a Written Request for a refund.                  

CAN YOU GIVE A GENERAL DESCRIPTION OF THE VARIABLE FUNDING OPTIONS AND HOW THEY 
OPERATE? The Variable Funding Options represent Subaccounts of The Separate     
Account. At your direction, the Separate Account, through its Subaccounts, uses 
your Purchase Payments to purchase shares of one or more of the Underlying Funds
that holds securities consistent with its own investment policy. Depending on   
market conditions, you may make or lose money in any of these Variable Funding  
Options.                                                                        

You can transfer among the Variable Funding Options as frequently as you wish   
without any current tax implications. Currently there is no limit to the number 
of transfers allowed. We may, in the future, limit the number of transfers      
allowed. At a minimum, we would always allow one transfer every six months. We  
reserve the right to restrict transfers that we determine will disadvantage     
other Contract Owners. You may transfer between the Fixed Account and the       
Variable Funding Options twice a year (during the 30 days after the six-month   
Contract Date anniversary), provided the amount is not greater than 15% of the  
Fixed Account value on that date. Amounts previously transferred from the Fixed 
Account to the Variable Funding Options may not be transferred back to the Fixed
Account for a period of at least six months from the date of the transfer.      

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance   
features and investment features, and there are costs related to each. We deduct
an administrative expense charge and a mortality and expense risk ("M&E") charge
daily from amounts you allocate to the Separate Account. We deduct the          
administrative expense charge at an annual rate of 0.15% and deduct the M&E     
charge at an annual rate of 1.25%. For Contracts with a value of less than      
$40,000, we also deduct an annual Contract administrative charge of $30. Each   
Underlying Fund also charges for management costs and other expenses.           

We will apply a withdrawal charge to withdrawals from the Contract, and will    
calculate it as a percentage of the Purchase Payments. The maximum percentage is
6%, decreasing to 0% after seven full years. If you select the Enhanced         
Stepped-Up Provision ("E.S.P."), an additional 0.20%                            

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annually will be deducted from amounts in the Variable Funding Options. THIS    
PROVISION IS NOT AVAILABLE TO A CUSTOMER WHEN EITHER THE ANNUITANT OR OWNER IS  
AGE 76 OR OLDER ON THE RIDER EFFECTIVE DATE.                                    

HOW WILL MY PURCHASE PAYMENTS AND WITHDRAWALS BE TAXED? Generally, the payments 
you make to a Qualified Contract during the accumulation phase are made with    
before-tax dollars. Generally, you will be taxed on your Purchase Payments and  
on any earnings when you make a withdrawal or begin receiving Annuity Payments. 
Under a Non-qualified Contract, payments to the Contract are made with after-tax
dollars, and earnings will generally accumulate tax-deferred. You will be taxed 
on these earnings when they are withdrawn from the Contract. If you are younger 
than 59 1/2 when you take money out, you may be charged a 10% federal penalty   
tax on the amount withdrawn.                                                    

For owners of Qualified Contracts, if you reach a certain age, you may be       
required by federal tax laws to begin receiving payments from your annuity or   
risk paying a penalty tax. In those cases, we can calculate and pay you the     
minimum required distribution amounts.                                          

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the         
accumulation phase. Withdrawal charges may apply, as well as income taxes,      
and/or a penalty tax on amounts withdrawn.                                      

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? The death benefit applies upon the
first death of the Contract Owner, joint owner, or Annuitant. Assuming you are  
the Annuitant, the death benefit is as follows: If you die before the Contract  
is in the payout phase, the person you have chosen as your beneficiary will     
receive a death benefit. You may also choose to purchase the Enhanced Stepped-Up
Provision, which, for a fee, may increase the amount of the death benefit. We   
calculate the death benefit value at the close of the business day on which our 
Home Office receives (1) Due Proof of Death and (2) written payment instructions
or the election of spousal contract continuance or beneficiary contract         
continuance. Please refer to the "Death Benefit" section in the prospectus for  
more details.                                                                   

WHERE MAY I FIND OUT MORE ABOUT ACCUMULATION UNIT VALUES? The Condensed         
Financial Information in Appendix A or Appendix B to this prospectus provides   
more information about Accumulation Unit values.                                

ARE THERE ANY ADDITIONAL FEATURES? This Contract has other features you may be  
interested in. These include:                                                   

      -     DOLLAR COST AVERAGING. This is a program that allows you to invest a
     fixed amount of money in Variable Funding Options each month,
        theoretically giving you a lower average cost per unit over time
       than a single one-time purchase. Dollar Cost Averaging requires
            regular investments regardless of fluctuating price levels, and does
      not guarantee profits or prevent losses in a declining market.
      Potential investors should consider their financial ability to
continue purchases through periods of low price levels. 

 -     SYSTEMATIC WITHDRAWAL OPTION. Before the Maturity Date, you can
         arrange to have money sent to you at set intervals throughout the
           year. Of course, any applicable income and penalty taxes will apply
      on amounts withdrawn. Withdrawals in excess of the annual free
   withdrawal allowance may be subject to a withdrawal charge.

-     AUTOMATIC REBALANCING. You may elect to have the Company      
        periodically reallocate the values in your Contract to match the
rebalancing allocation selected.                        

     -     ENHANCED STEPPED-UP PROVISION ("E.S.P."). For an additional charge,
     the total death benefit payable may be increased based on the
earnings in your Contract.                              

 -     SPOUSAL CONTRACT CONTINUANCE (SUBJECT TO AVAILABILITY). If your
            spouse is named as an owner and/or beneficiary, and you die prior to
            the Maturity Date, your spouse may elect to continue the Contract as
         owner rather than have the death benefit paid to the beneficiary.
     This feature applies to a spousal joint Contract Owner and/or
beneficiary only.                                       

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 -     BENEFICIARY CONTRACT CONTINUANCE (NOT PERMITTED FOR NON-NATURAL
       BENEFICIARIES). If you die before the Maturity Date, and if the
          value of any beneficiary's portion of the death benefit is between
 $20,000 and $1,000,000 as of the date of your death, that
            beneficiary(s) may elect to continue his/her portion of the Contract
   rather than have the death benefit paid to the beneficiary.

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 FEE TABLE

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 Contract Value between Variable Funding     
Options. Expenses shown do not include premium taxes, which may be applicable.  

CONTRACT OWNER TRANSACTION EXPENSES                                             

                                                                [Download Table]
                                                                            
WITHDRAWAL CHARGE...................................................   6%(1)

(as a percentage of the Purchase Payments withdrawn)                

                                                                [Download Table]
                                                                            
VARIABLE LIQUIDITY BENEFIT CHARGE...................................   6%(2)

   (As a percentage of the present value of the remaining Annuity Payments
  that are surrendered. The interest rate used to calculate this present
     value is 1% higher than the Assumed (Daily) Net Investment Factor used to
calculate the Annuity Payments.)                                    

The next table describes the fees and expenses that you will pay periodically   
during the time that you own the Contract, not including Underlying Fund fees   
and expenses.                                                                   

CONTRACT ADMINISTRATIVE CHARGES                                                 

                                                                [Download Table]
                                                                              
ANNUAL CONTRACT ADMINISTRATIVE CHARGE................................   $30(3)

ANNUAL SEPARATE ACCOUNT CHARGES                                                 

(as a percentage of the average daily net assets of the Separate Account)       

We will assess a minimum mortality and expense risk charge ("M & E") of 1.25%   
and an administrative expense charge of 0.15% on all contracts. In addition,    
there is a 0.20% charge for E.S.P. an optional feature. Below is a summary of   
all the maximum charges that may apply, depending on the feature you select:    

                                                        [Enlarge/Download Table]
                                                                                                   
Mortality and Expense Risk Charge........................................................... 1.25%*
Administrative Expense Charge............................................................... 0.15% 
TOTAL ANNUAL SEPARATE ACCOUNT CHARGES WITH NO OPTIONAL FEATURES SELECTED.................... 1.40% 
Optional E.S.P. Charge...................................................................... 0.20% 
TOTAL ANNUAL SEPARATE ACCOUNT CHARGES WITH E.S.P SELECTED................................... 1.60% 

------------                                                                    
*We are waiving an amount equal to the underlying fund expenses that is in      
excess of 0.90% for the Subaccount investing in the Harris Oakmark International
Portfolio.                                                                      

(1)   The withdrawal charge declines to zero after the Purchase Payment has been
in the Contract for over seven years. The charge is as follows:     

                                                                [Download Table]

    YEARS SINCE PURCHASE PAYMENT MADE                         
    ---------------------------------                         
GREATER THAN OR EQUAL TO   BUT LESS THAN     WITHDRAWAL CHARGE
------------------------   -------------     -----------------
                                                              
        0 years               2 years                6%       
        2 years               4 years                5%       
        4 years               5 years                4%       
        5 years               6 years                3%       
        6 years               7 years                2%       
       7 + years                                     0%       

(2)   This withdrawal charge only applies when you surrender the Contract after 
 beginning to receive Annuity Payments. The Variable Liquidity Benefit
Charge declines to zero after seven years. The charge is as follows:

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                                                                [Download Table]

   YEARS SINCE INITIAL PURCHASE PAYMENT                        
   ------------------------------------                        
GREATER THAN OR EQUAL TO   BUT LESS THAN      WITHDRAWAL CHARGE
------------------------   -------------      -----------------
                                                               
        0 years               2 years                6%        
        2 years               4 years                5%        
        4 years               5 years                4%        
        5 years               6 years                3%        
        6 years               7 years                2%        
       7 + years                                     0%        

(3)   We do not assess this charge if Contract Value is $40,000 or more on the  
fourth Friday of each August.                                       

UNDERLYING FUND EXPENSES AS OF DECEMBER 31, 2005 (UNLESS OTHERWISE INDICATED):  

The first table below shows the range (minimum and maximum) of the total annual 
operating expenses charged by all of the Underlying Funds, before any voluntary 
or contractual fee waivers and/or expense reimbursements. The second table shows
each Underlying Fund's management fee, distribution and/or service fees (12b-1) 
if applicable, and other expenses. The Underlying Funds provided this           
information and we have not independently verified it. More detail concerning   
each Underlying Fund's fees and expenses is contained in the prospectus for each
Underlying Fund. Current prospectuses for the Underlying Funds can be obtained  
by calling 1-800-842-9368.                                                      

MINIMUM AND MAXIMUM TOTAL ANNUAL UNDERLYING FUND OPERATING EXPENSES             

                                                                [Download Table]

                                                            MINIMUM  MAXIMUM
                                                            -------  -------
                                                                            
TOTAL ANNUAL FUND OPERATING EXPENSES (expenses that are                     
deducted from Underlying Fund assets, including management                  
fees, distribution and/or service fees (12b-1) fees, and                    
other expenses.)...........................................   0.42%    1.69%

UNDERLYING FUND FEES AND EXPENSES                                               
(as a percentage of average daily net assets)                                   

                                                        [Enlarge/Download Table]

                                                                           CONTRACTUAL               
                                       DISTRIBUTION               TOTAL    FEE WAIVER      NET TOTAL 
                                          AND/OR                 ANNUAL      AND/OR         ANNUAL   
                          MANAGEMENT  SERVICE(12b-1)   OTHER    OPERATING    EXPENSE      OPERATING  
UNDERLYING FUND:             FEE           FEES       EXPENSES   EXPENSES  REIMBURSEMENT  EXPENSES** 
----------------             ---           ----       --------   --------  -------------  ---------- 
                                                                                                     
AIM VARIABLE INSURANCE                                                                               
FUNDS                                                                                                
   AIM V.I. Core Equity                                                                              
     Fund - Series I        0.60%            --         0.27%     0.87%          --          0.87%(1)
CREDIT SUISSE TRUST                                                                                  
   Credit Suisse Trust                                                                               
     Emerging Markets                                                                                
     Portfolio+             1.25%            --         0.44%     1.69%          --          1.69%   
DREYFUS VARIABLE                                                                                     
   INVESTMENT FUND                                                                                   
   Dreyfus Variable                                                                                  
     Investment Fund                                                                                 
     Appreciation                                                                                    
     Portfolio - Initial                                                                             
     Shares                 0.75%            --         0.05%     0.80%          --          0.80%   
   Dreyfus Variable         0.75%            --         0.06%     0.81%          --          0.81%   

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                                                                [Download Table]
                                                                   
     Investment Fund                                               
     Developing Leaders                                            
     Portfolio - Initial                                           
     Shares                                                        
JANUS ASPEN SERIES                                                 
   Global Life Sciences                                            
     Portfolio - Service                                           
     Shares*               0.64%  0.25%  0.31%  1.20%  --  1.20%   
   Global Technology                                               
     Portfolio - Service                                           
     Shares*               0.64%  0.25%  0.09%  0.98%  --  0.98%   
   Worldwide Growth                                                
     Portfolio - Service                                           
     Shares*               0.60%  0.25%  0.01%  0.86%  --  0.86%(2)
LEGG MASON PARTNERS                                                
   VARIABLE PORTFOLIOS                                             
   I, INC.                                                         
   Legg Mason Partners                                             
     Variable All Cap                                              
     Portfolio - Class I   0.75%    --   0.07%  0.82%  --  0.82%   
   Legg Mason Partners                                             
     Variable Investors                                            
     Portfolio - Class I   0.65%    --   0.06%  0.71%  --  0.71%   
LEGG MASON PARTNERS                                                
   VARIABLE PORTFOLIOS II                                          
   Legg Mason Partners                                             
     Variable                                                      
     Appreciation                                                  
     Portfolio             0.70%    --   0.02%  0.72%  --  0.72%   
   Legg Mason Partners                                             
     Variable                                                      
     Diversified                                                   
     Strategic Income                                              
     Portfolio+            0.65%    --   0.12%  0.77%  --  0.77%   
   Legg Mason Partners                                             
     Variable Equity                                               
     Index Portfolio -                                             
     Class II*             0.31%  0.25%  0.03%  0.59%  --  0.59%   
   Legg Mason Partners     0.75%    --   0.03%  0.78%  --  0.78%   


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                                                                [Download Table]
                                                                     
     Variable                                                        
     Fundamental Value                                               
     Portfolio                                                       
LEGG MASON PARTNERS                                                  
   VARIABLE PORTFOLIOS                                               
   III, INC.                                                         
   Legg Mason Partners                                               
     Variable Aggressive                                             
     Growth Portfolio++     0.75%     --  0.02%  0.77%  --  0.77%    
   Legg Mason Partners                                               
     Variable Large Cap                                              
     Growth Portfolio++     0.75%     --  0.04%  0.79%  --  0.79%(3) 
MET INVESTORS SERIES                                                 
   TRUST                                                             
   Batterymarch Mid-Cap                                              
     Stock Portfolio -                                               
     Class A                0.70%     --  0.10%  0.80%  --  0.80%(9) 
   Federated High Yield                                              
     Portfolio - Class A    0.60%     --  0.21%  0.81%  --  0.81%(9) 
   Harris Oakmark                                                    
     International                                                   
     Portfolio - Class A    0.82%     --  0.13%  0.95%  --  0.95%    
   Janus Capital                                                     
     Appreciation                                                    
     Portfolio - Class A    0.65%     --  0.09%  0.74%  --  0.74%(9) 
   Lord Abbett Bond                                                  
     Debenture Portfolio                                             
     - Class A              0.51%     --  0.05%  0.56%  --  0.56%    
   Lord Abbett Growth                                                
     and Income - Class B*                                           
     Portfolio - Class A    0.50%  0.25%  0.04%  0.79%  --  0.79%(10)
   Met/AIM Capital                                                   
     Appreciation                                                    
     Portfolio - Class A    0.76%     --  0.05%  0.81%  --  0.81%(9) 
   Neuberger Berman Real                                             
     Estate Portfolio -                                              
     Class A                0.67%     --  0.03%  0.70%  --  0.70%    
METROPOLITAN SERIES                                                  
   FUND, INC.                                                        

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                                                                [Download Table]
                                                                      
   BlackRock Aggressive                                               
     Growth Portfolio -                                               
     Class D*              0.73%  0.10%  0.06%  0.89%    --   0.89%   
   BlackRock Bond Income                                              
     Portfolio - Class A   0.40%    --   0.07%  0.47%    --   0.47%(4)
   BlackRock Money                                                    
     Market Portfolio -                                               
     Class A               0.35%    --   0.07%  0.42%  0.01%  0.41%(5)
   FI Large Cap                                                       
     Portfolio - Class A   0.80%    --   0.06%  0.86%    --   0.86%(6)
   FI Value Leaders                                                   
     Portfolio - Class D*  0.66%  0.10%  0.07%  0.83%    --   0.83%   
   MFS Total Return                                                   
     Portfolio - Class                                                
     F*                    0.57%  0.20%  0.16%  0.93%    --   0.93%(7)
   T. Rowe Price Large                                                
     Cap Growth                                                       
     Portfolio - Class B*  0.60%  0.25%  0.12%  0.97%    --   0.97%(8)
PIMCO VARIABLE INSURANCE                                              
   TRUST                                                              
   Total Return                                                       
     Portfolio -                                                      
     Administrative                                                   
     Class*                0.25%         0.40%  0.65%    --   0.65%   
PUTNAM VARIABLE TRUST                                                 
   Putnam VT Discovery                                                
     Growth Fund - Class                                              
     IB*+                  0.70%  0.25%  0.47%  1.42%    --   1.42%   
   Putnam VT                                                          
     International                                                    
     Equity Fund - Class                                              
     IB*                   0.75%  0.25%  0.18%  1.18%    --   1.18%   
VAN KAMPEN LIFE                                                       
   INVESTMENT TRUST                                                   
   Comstock Portfolio                                                 
     Class II*             0.56%  0.25%  0.03%  0.84%    --   0.84%   
   Emerging Growth                                                    
     Portfolio Class II*   0.70%  0.25%  0.07%  1.02%    --   1.02%   
VARIABLE INSURANCE                                                    
   PRODUCTS FUND                                                      

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                                                                [Download Table]
                                                            
VIP Contrafund(R)                                           
  Portfolio - Service                                       
  Class 2*             0.57%  0.25%  0.09%  0.91%  --  0.91%
VIP Mid Cap Portfolio                                       
  - Service Class 2*   0.57%  0.25%  0.12%  0.94%  --  0.94%

--------------                                                                  
*     The 12b-1 fees deducted from these classes cover certain distribution,    
      shareholder support and administrative services provided by intermediaries
(the insurance company, broker dealer or other service provider).   

**    Net Total Annual Operating Expenses do not reflect (1) voluntary waivers  
     of fees and expenses; (2) contractual waivers that are in effect for less
     than one year from the date of this Prospectus; or (3) expense reductions
    resulting from custodial fee credits or directed brokerage arrangements.
+  Closed to new investors.                                         

++    Fees and expenses for this Portfolio are based on the Portfolio's fiscal  
year ended October 31, 2005.                                        

NOTES                                                                           

(1)   As a result of a reorganization of another Fund into the Fund, which will 
     occur on or about May 1, 2006, the Fund's Total Annual Operating Expenses
have been restated to reflect such reorganization.                  

(2)   Effective February 1, 2006, the Portfolio's investment advisory fee rate  
     changed from a fixed rate to a rate that adjusts upward or downward based
  upon the Portfolio's performance relative to its benchmark index. This
   change will not impact the investment advisory fee shown until one year
  after the effective date when the performance adjustment takes effect.
      Details discussing the change are included in the Portfolio's Statement of
Additional Information.                                             

(3)   The management fee in the table has been restated to reflect a new fee    
schedule that became effective on November 1, 2005.                 

(4)   Our affiliate, MetLife Advisers, LLC and the Metropolitan Series Fund,    
     Inc. have entered into an expense agreement under which MetLife Advisers,
   LLC will waive, through April 30, 2007, the management fees (other than
     brokerage costs, interest, taxes or extraordinary expenses)payable by the
Portfolio, in the following amount: 0.025% on assets in excess of $1
billion and less than $2 billion.                                   

(5)   Our affiliate, MetLife Advisers, LLC and the Metropolitan Series Fund,    
     Inc. have entered into an expense agreement under which MetLife Advisers,
   LLC will waive, through April 30, 2007, the management fees (other than
      brokerage costs, interest, taxes or extraordinary expenses) payable by the
   Portfolio, in the following amount: 0.005% on the first $500 million of
assets and .015% on the next $500 million of assets.                

(6)   The Portfolio's total annual expenses have been restated to reflect the   
     reorganization of another Portfolio into this Portfolio which occurred as
   of the close of business on April 28, 2006. The expenses have also been
  restated to reflect contractual arrangements in effect on May 1, 2006.

(7)   The management fee has been restated to reflect a new management fee      
schedule that became effective on May 1, 2006.                      

(8)   Our affiliate, MetLife Advisers, LLC and the Metropolitan Series Fund,    
     Inc. have entered into an expense agreement under which MetLife Advisers,
   LLC will waive, through April 30, 2007, the management fees (other than
      brokerage costs, interest, taxes or extraordinary expenses) payable by the
  Portfolio, in the following amount: 0.015% on the first $50 million of
assets.                                                             

(9)   Fees and expenses for this Portfolio are estimated for the year ending    
December 31, 2006.                                                  

(10)  The management fee has been restated to reflect a new management fee      
schedule that became effective on January 1, 2006.                  

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EXAMPLE                                                                         

The example is 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 Underlying Fund total annual operating expenses.   
The example does not represent past or future expenses. Your actual expenses may
be more or less than those shown.                                               

The example assumes that you invest $10,000 in the Contract for the time periods
indicated and that your investment has a 5% return each year. The example       
reflects the annual Contract administrative charge, factoring in that the charge
is waived for contracts over a certain value. Additionally, the example is based
on the minimum and maximum Underlying Fund total annual operating expenses shown
above, and does not reflect any Underlying Fund fee waivers and/or expense      
reimbursements.                                                                 

The example assumes you have allocated all of your Contract Value to either the 
Underlying Fund with the maximum total annual operating expenses or the         
Underlying Fund with the minimum total annual operating expenses and that you   
have elected the E.S.P, optional death benefit. Your actual expenses will be    
less than those shown if you do not elect all of the available optional         
benefits.                                                                       

                                                        [Enlarge/Download Table]

                                         IF CONTRACT IS SURRENDERED AT THE      IF CONTRACT IS NOT SURRENDERED OR  
                                               END OF PERIOD SHOWN:          ANNUITIZED AT THE END OF PERIOD SHOWN:
                                               --------------------          --------------------------------------
FUNDING OPTION                         1 YEAR   3 YEARS  5 YEARS   10 YEARS   1 YEAR    3 YEARS  5 YEARS   10 YEARS
--------------                         ------   -------  -------   --------   ------    -------  -------   --------
                                                                                                                   
Underlying Fund with Maximum Total                                                                                 
Annual Operating Expenses+............  $936     $1,524   $2,134    $3,607     $336      $1,024   $1,734     $3,607
Underlying Fund with Minimum Total                                                                                 
Annual Operating Expenses.............  $809     $1,147   $1,509    $2,385     $209      $  647   $1,109     $2,385

 CONDENSED FINANCIAL INFORMATION

See Appendices A and B.                                                         

THE ANNUITY CONTRACT

Portfolio Architect Select Annuity is a Contract between the Contract Owner     
("you") and the Company. This is the prospectus -- it is not the Contract. The  
prospectus highlights many Contract provisions to focus your attention on the   
Contract's essential features. Your rights and obligations under the Contract   
will be determined by the language of the Contract itself. When you receive your
Contract, we suggest you read it promptly and carefully. There may be           
differences in your Contract from the descriptions in this prospectus because of
the requirements of the state where we issued your Contract. We will include any
such differences in your Contract.                                              

The Company offers several different annuities that your investment professional
may be authorized to offer to you. Each annuity offers different features and   
benefits that may be appropriate for you. In particular, the annuities differ   
based on variations in the standard and optional death benefit protection       
provided for your beneficiaries, the availability of optional living benefits,  
the ability to access your Contract Value if necessary and the charges that you 
will be subject to if you make a withdrawal or surrender the annuity. The       
separate account charges and other charges may be different between each annuity
we offer. Optional death benefits and living benefits are subject to a separate 
charge for the additional protections they offer to you and your beneficiaries. 
Furthermore, annuities that offer greater flexibility to access your Contract   
Value generally are                                                             

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subject to higher separate account charges than annuities that deduct charges if
you make a withdrawal or surrender.                                             

We encourage you to evaluate the fees, expenses, benefits and features of this  
annuity against those of other investment products, including other annuity     
products offered by us and other insurance companies. Before purchasing this or 
any other investment product you should consider whether the product you        
purchase is consistent with your risk tolerance, investment objectives,         
investment time horizon, financial and tax situation, liquidity needs and how   
you intend to use the annuity.                                                  

You make Purchase Payments to us and we credit them to your Contract. We promise
to pay you an income, in the form of Annuity Payments, beginning on a future    
date that you choose, the Maturity Date. The Purchase Payments accumulate tax   
deferred in the funding options of your choice. We offer multiple Variable      
Funding Options. We may also offer a Fixed Account option. Where permitted by   
law, we reserve the right to restrict Purchase Payments into the Fixed Account  
whenever the credited interest rate on the Fixed Account is equal to the minimum
guaranteed interest rate specified under the Contract. The Contract Owner       
assumes the risk of gain or loss according to the performance of the Variable   
Funding Options. The Contract Value is the amount of Purchase Payments, plus or 
minus any investment experience on the amounts you allocate to the Separate     
Account ("Separate Account Contract Value") or interest on the amounts you      
allocate to the Fixed Account ("Fixed Account Contract Value"). The Contract    
Value also reflects all withdrawals made and charges deducted. There is         
generally no guarantee that at the Maturity Date the Contract Value will equal  
or exceed the total Purchase Payments made under the Contract. The date the     
Contract and its benefits become effective is referred to as the Contract Date. 
Each 12-month period following the Contract Date is called a Contract Year.     

Certain changes and elections must be made in writing to the Company. Where the 
term "Written Request" is used, it means that you must send written information 
to our Home Office in a form and content satisfactory to us.                    

This Contract is no longer available to new purchasers.                         

The ages of the owner and Annuitant determine if you can purchase this Contract 
and which optional features are available to you.                               

                                                        [Enlarge/Download Table]

                                        MAXIMUM AGE BASED ON THE OLDER OF THE OWNER AND
DEATH BENEFIT/OPTIONAL FEATURE                   ANNUITANT ON THE CONTRACT DATE        
------------------------------                   ------------------------------        
                                                                                       
Standard Death Benefit                                          Age 85                 
Enhanced Stepped-Up Provision (E.S.P.)                          Age 75                 

Since optional death benefits carry higher charges, you should consider the ages
of the owner and Annuitant when electing these benefits, as the additional value
provided by the benefit may be significantly reduced or eliminated depending on 
the ages of the owner and Annuitant at the time of election.                    

Purchase of this Contract through a tax qualified retirement plan or IRA does   
not provide any additional tax deferral benefits beyond those provided by the   
plan or the IRA. Accordingly, if you are purchasing this Contract through a plan
or IRA, you should consider purchasing this Contract for its Death Benefit,     
Annuity Option Benefits, and other non-tax-related benefits. You should consult 
with your tax adviser to determine if this Contract is appropriate for you.     

CONTRACT OWNER INQUIRIES                                                        

Any questions you have about your Contract should be directed to our Home Office
at 1-800-842-9325.                                                              

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PURCHASE PAYMENTS                                                               

Your initial Purchase Payment is due and payable before the Contract becomes    
effective. The initial Purchase Payment must be at least $5,000. You may make   
additional payments of at least $500 at any time. No additional payments are    
allowed if this Contract is purchased with a beneficiary-directed transfer of   
death benefit proceeds. Under certain circumstances, we may waive the minimum   
Purchase Payment requirement. Purchase Payments over $1,000,000 may be made only
with our prior consent.                                                         

We will apply the initial Purchase Payment less any applicable premium tax (net 
Purchase Payment) within two business days after we receive it in good order at 
our Home Office with a properly completed application or order request. If your 
request or other information accompanying the initial Purchase Payment is       
incomplete when received, we will hold the Purchase Payment for up to five      
business days. If we cannot obtain the necessary information within five        
business days, we will return the Purchase Payment in full, unless you          
specifically consent for us to keep it until you provide the necessary          
information.                                                                    

We will credit subsequent Purchase Payments to a Contract on the same business  
day we receive it, if it is received in good order by our Home Office by 4:00   
p.m. Eastern time. A business day is any day that the New York Stock Exchange is
open for regular trading (except when trading is restricted due to an emergency 
as defined by the Securities and Exchange Commission).                          

ACCUMULATION UNITS                                                              

The period between the Contract Date and the Maturity Date is the Accumulation  
Period. During the Accumulation Period, an Accumulation Unit is used to         
calculate the value of a Contract. Each Variable Funding Option has a           
corresponding Accumulation Unit value. The Accumulation Units are valued each   
business day and their values may increase or decrease from day to day. The     
daily change in value of an Accumulation Unit each day is based on the          
investment performance of the corresponding Underlying Fund, and the deduction  
of separate account charges shown in the Fee Table in this prospectus. The      
number of Accumulation Units we will credit to your Contract once we receive a  
Purchase Payment is determined by dividing the amount directed to each Variable 
Funding Option by the value of its Accumulation Unit. Normally, we calculate the
value of an Accumulation Unit for each Variable Funding Option as of the close  
of regular trading (generally 4:00 p.m. Eastern Time) each day the New York     
Stock Exchange is open. After the value is calculated, we credit your Contract. 
During the Annuity Period (i.e., after the Maturity Date), you are credited with
Annuity Units.                                                                  

THE VARIABLE FUNDING OPTIONS                                                    

You choose the Variable Funding Options to which you allocate your Purchase     
Payments. From time to time we may make new Variable Funding Options available. 
These Variable Funding Options are Subaccounts of the Separate Account. The     
Subaccounts invest in the Underlying Funds. You are not investing directly in   
the Underlying Fund. Each Underlying Fund is a portfolio of an open-end         
management investment company that is registered with the SEC under the         
Investment Company Act of 1940. These Underlying Funds are not publicly traded  
and are offered only through variable annuity contracts, variable life insurance
policies, and in some instances, certain retirement plans. They are not the same
retail mutual funds as those offered outside of a variable annuity or variable  
life insurance product, although the investment practices and fund names may be 
similar, and the portfolio managers may be identical. Accordingly, the          
performance of the retail mutual fund is likely to be different from that of the
Underlying Fund, and Contract Owners should not compare the two.                

We select the Underlying Funds offered through this Contract based on several   
criteria, including asset class coverage, the strength of the adviser's or      
sub-adviser'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 Underlying Fund's adviser or        
sub-adviser is one of our affiliates or whether the Underlying Fund, its        
adviser, its sub-adviser(s), or an                                              

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affiliate will compensate us or our affiliates for providing certain            
administrative, marketing and other support services that would otherwise be    
provided by the Underlying Fund, the Underlying Fund's investment adviser, or   
its distributor. In some cases, we have included Underlying Funds based on      
recommendations made by broker-dealer firms. When we develop a variable product 
in cooperation with a fund family or distributor (e.g., a "private label"       
product), we will generally include Underlying Funds based on recommendations   
made by the fund family or distributor, whose selection criteria may differ from
our selection criteria.                                                         

We review the Underlying Funds periodically and may remove an Underlying Fund or
limit its availability to new Purchase Payments and/or transfers of Contract    
Value if we determine that the Underlying Fund no longer meets one or more of   
the selection criteria, and/or if the Underlying Fund has not attracted         
significant allocations from owners. We do not provide investment advice and do 
not recommend or endorse any particular Underlying Fund.                        

In certain circumstances, our ability to remove or replace an Underlying Fund   
may be limited by the terms of a five-year agreement between MetLife, Inc.      
("MetLife") and Legg Mason, Inc. ("Legg Mason") relating to the use of certain  
Underlying Funds advised by Legg Mason affiliates. The agreement sets forth the 
conditions under which we can remove an Underlying Fund, which, in some cases,  
may differ from our selection criteria. In addition, during the term of the     
agreement, subject to our fiduciary and other legal duties, we are generally    
obligated in the first instance to consider Underlying Funds advised by Legg    
Mason affiliates in seeking to make a substitution for an Underlying Fund       
advised by a Legg Mason affiliate. The agreement was originally entered into on 
July 1, 2005 by MetLife and certain affiliates of Citigroup Inc. ("Citigroup")  
as part of MetLife's acquisition of The Travelers Insurance Company and The     
Travelers Life and Annuity Company from Citigroup. Legg Mason replaced the      
Citigroup affiliates as a party to the agreement when Citigroup sold its asset  
management business to Legg Mason.                                              

If investment in the Underlying Funds or a particular Underlying Fund is no     
longer possible, in our judgment becomes inappropriate for the purposes of the  
Contract, or for any other reason in our sole discretion, we may substitute     
another Underlying Fund or Underlying Funds without your consent. The           
substituted Underlying Fund(s) 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
Underlying Funds to allocations of Purchase Payments or Contract Value, or both,
at any time in our sole discretion.                                             

You will find detailed information about the Underlying Funds and their inherent
risks in the current prospectuses for the Underlying Funds. Since each Variable 
Funding Option has varying degrees of risk, please read the prospectuses        
carefully before investing. There is no assurance that any of the Underlying    
Funds will meet its investment objectives. Contact your registered              
representative or call 1-800-842-9406 to request additional copies of the       
prospectuses.                                                                   

ADMINISTRATIVE, MARKETING AND SUPPORT SERVICE FEES. As described above, an      
investment adviser (other than our affiliates MetLife Advisers, LLC and Met     
Investors Advisory LLC) or sub-adviser of an Underlying Fund, or its affiliates,
may compensate us and/or certain of our affiliates for administrative or other  
services relating to the Underlying Funds. The amount of this compensation is   
not deducted from Fund assets and does not decrease the Fund's investment       
return. The amount of the compensation is based on a percentage of assets of the
Underlying Fund attributable to the Contracts and certain other variable        
insurance products that we and our affiliates issue. These percentages differ   
and some advisers or sub-advisers (or other affiliates) may pay us more than    
others. These percentages currently range up to 0.50%. Additionally, an         
investment adviser or sub-adviser of an Underlying Fund or its affiliates may   
provide us with wholesaling services that assist in the distribution of the     
Contracts and may pay the Company and/or certain of our affiliates amounts to   
participate in sales meetings. These amounts may be significant and may provide 
the adviser or sub-adviser (or their affiliate) with increased access to persons
involved in the distribution of the Contracts.                                  

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We and/or certain of our affiliated insurance companies are joint members of our
affiliated investment advisers MetLife Advisers, LLC and Met Investors Advisory 
LLC, which are organized as "limited liability companies." Our membership       
interests entitle us to profit distributions if the adviser makes a profit with 
respect to the advisory fees it receives from the Underlying Funds. We may      
benefit accordingly from assets allocated to the Underlying Funds to the extent 
they result in profits to the advisers. (See "Fee Table -- Underlying Fund Fees 
and Expenses" for information on the management fees paid by the Underlying     
Funds and the Statement of Additional Information for information on the        
management fees paid by the advisers to the sub-advisers.)                      

Certain Underlying Funds have adopted a Distribution Plan under Rule 12b-1 of   
the Investment Company Act of 1940. The Distribution Plan is described in more  
detail in the Underlying Fund's prospectus. (See "Fee Table -- Underlying Fund  
Fees and Expenses" and "Other Information -- Distribution of Variable Annuity   
Contracts.") The payments are deducted from the assets of the Underlying Funds  
and are paid to our distributor, MLI Distribution LLC. These payments decrease  
the Funds' investment return.                                                   

The agreement described above between MetLife and Legg Mason also obligates Legg
Mason affiliates to continue on their current terms certain arrangements under  
which we receive payments in connection with our provision of administrative,   
marketing or other support services to the Underlying Funds advised or          
sub-advised by Legg Mason affiliates.                                           

Each Underlying Fund has different investment objectives and risks. The         
Underlying Fund prospectuses contain more detailed information on each          
Underlying Fund's investment strategy, investment adviser and fees. You may     
obtain an Underlying Fund prospectus by calling 1-800-842-9406 or through your  
registered representative. We do not guarantee the investment results of the    
Underlying Funds.                                                               

The current Underlying Funds are listed below, along with their investment      
advisers and any subadviser:                                                    

                                                        [Enlarge/Download Table]

FUNDING                                               INVESTMENT                            INVESTMENT             
OPTION                                                OBJECTIVE                         ADVISER/SUBADVISER         
------                                                ---------                         ------------------         
                                                                                                                   
AIM VARIABLE INSURANCE FUNDS                                                                                       
   AIM V.I. Core Equity Fund - Series  Seeks growth of capital.                 A I M Advisors, Inc.               
     I                                                                                                             
CREDIT SUISSE TRUST                                                                                                
   Credit Suisse Trust Emerging        Seeks long-term growth of capital.       Credit Suisse Asset Management, LLC
     Markets Portfolio+                                                         Subadviser: Credit Suisse Asset    
                                                                                Management Limited (U.K.),         
                                                                                (Australia)                        
DREYFUS VARIABLE INVESTMENT FUND                                                                                   
   Dreyfus Variable Investment Fund    Seeks long-term capital growth           The Dreyfus Corporation            
     Appreciation Portfolio - Initial  consistent with the preservation of      Subadviser: Fayez Sarofim & Co.    
     Shares                            capital, with growth of current income                                      
                                       as a secondary objective.                                                   
   Dreyfus Variable Investment Fund    Seeks capital growth.                    The Dreyfus Corporation            
     Developing Leaders Portfolio -                                                                                
     Initial Shares                                                                                                
JANUS ASPEN SERIES                                                                                                 
   Global Life Sciences Portfolio -    Seeks long-term growth of capital.       Janus Capital Management LLC       
     Service Shares                                                                                                
   Global Technology Portfolio -       Seeks long-term growth of capital.       Janus Capital Management LLC       
     Service Shares                                                                                                
   Worldwide Growth Portfolio -        Seeks long-term growth of capital in a   Janus Capital Management LLC       
     Service Shares                    manner consistent with the preservation                                     
                                       of capital.                                                                 

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LEGG MASON PARTNERS VARIABLE                                                                                       
   PORTFOLIOS I, INC.                                                                                              
   Legg Mason Partners Variable All     Seeks capital appreciation.              Salomon Brothers Asset Management 
     Cap Portfolio - Class I                                                     Inc                               
   Legg Mason Partners Variable         Seeks long-term growth of capital,       Salomon Brothers Asset Management 
     Investors Portfolio - Class I      secondarily seeks current income.        Inc                               

LEGG MASON PARTNERS VARIABLE                                                                                       
   PORTFOLIOS II                                                                                                   
   Legg Mason Partners Variable         Seeks long-term appreciation of capital. Smith Barney Fund Management LLC  
     Appreciation Portfolio                                                                                        
   Legg Mason Partners Variable         Seeks high current income.               Smith Barney Fund Management LLC  
     Diversified Strategic Income                                                Subadviser: Citigroup Asset       
     Portfolio*                                                                  Management Ltd.                   
   Legg Mason Partners Variable         Seeks investment results that, before    TIMCO Asset Management Inc.       
     Equity Index Portfolio - Class II  expenses, correspond to the price and                                      
   Legg Mason Partners Variable         yield performance of the S&P 500 Index.  Smith Barney Fund Management LLC  
     Fundamental Value Portfolio        Seeks long-term capital growth.                                            
LEGG MASON PARTNERS VARIABLE                                                                                       
   PORTFOLIOS III, INC.                                                                                            
   Legg Mason Partners Variable                                                  Smith Barney Fund Management LLC  
     Aggressive Growth Portfolio                                                                                   
   Legg Mason Partners Variable Large   Seeks long-term growth of capital.       Smith Barney Fund Management LLC  
     Cap Growth Portfolio                                                                                          
MET INVESTORS SERIES TRUST                                                                                         
   Batterymarch Mid-Cap Stock           Seeks growth of capital.                 MetLife Advisers, LLC Subadviser: 
     Portfolio - Class A                                                         Batterymarch Financial Management,
                                                                                 Inc.                              
   Federated High Yield Portfolio -     Seeks high current income.               Met Investors Advisory LLC        
     Class A                                                                     Subadviser: Federated Investment  
                                                                                 Management Company                
   Harris Oakmark International         Seeks long-term capital appreciation.    Met Investors Advisory LLC        
     Portfolio - Class A                                                         Subadviser: Harris Associates L.P.
   Janus Capital Appreciation           Seeks capital appreciation.              Met Investors Advisory LLC        
     Portfolio - Class A                                                         Subadviser: Janus Capital         
                                                                                 Management LLC                    
   Lord Abbett Bond Debenture           Seeks high current income and the        Met Investors Advisory LLC        
     Portfolio - Class A                opportunity for capital appreciation to  Subadviser: Lord, Abbett & Co. LLC
                                        produce a high total return.                                               

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   Lord Abbett Growth and Income       Seeks growth of capital and current      Met Investors Advisory LLC        
     Portfolio - Class B               income without excessive fluctuations    Subadviser: Lord, Abbett & Co. LLC
                                       in the market value.                                                       
   Met/AIM Capital Appreciation        Seeks capital appreciation.              Met Investors Advisory LLC        
     Portfolio - Class A                                                        Subadviser:  AIM Capital          
                                                                                Management, Inc.                  
   Neuberger Berman Real Estate        Seeks to provide total return through    Met Investors Advisory LLC        
     Portfolio - Class A               investment in real estate securities,    Subadviser: Neuberger Berman      
                                       emphasizing both capital appreciation    Management, Inc.                  
                                       and current income                                                         
METROPOLITAN SERIES FUND, INC.                                                                                    
   BlackRock Aggressive Growth         Seeks maximum capital appreciation.      MetLife Advisers, LLC Subadviser: 
     Portfolio - Class D                                                        BlackRock Advisors, Inc.          
   BlackRock Bond Income Portfolio -   Seeks competitive total return           MetLife Advisers, LLC Subadviser: 
     Class A                           primarily from investing in              BlackRock Advisors, Inc.          
                                       fixed-income securities.                                                   
   BlackRock Money Market Portfolio -  Seeks a high level of current income     MetLife Advisers, LLC Subadviser: 
     Class A                           consistent with preservation of capital. BlackRock Advisors, Inc.          
   FI Large Cap Portfolio - Class A    Seeks long-term growth of capital.       Met Investors Advisory LLC        
                                                                                Subadviser: Fidelity Management & 
                                                                                Research Company                  
   FI Value Leaders Portfolio -        Seeks long-term growth of capital.       Met Investors Advisory LLC        
     Class D                                                                    Subadviser: Fidelity Management & 
                                                                                Research Company                  
   MFS Total Return Portfolio -        Seeks a favorable total return through   MetLife Advisers, LLC Subadviser: 
     Class F                           investment in a diversified portfolio.   Massachusetts Financial Services  
                                                                                Company                           
   T.Rowe Price Large Cap Growth       Seeks long-term growth of capital and,   MetLife Advisers, LLC Subadviser: 
    Portfolio - Class B                secondarily, dividend income.            T. Rowe Price Associates Inc.     
PIMCO VARIABLE INSURANCE TRUST                                                                                    
   Total Return Portfolio -            Seeks maximum total return, consistent   Pacific Investment Management     
     Administrative Class              with preservation of capital and         Company LLC                       
                                       prudent investment management.                                             
PUTNAM VARIABLE TRUST                                                                                             
   Putnam VT Discovery Growth Fund -   Seeks long-term growth of capital.       Putnam Investment Management, LLC 
     Class IB+                                                                                                    
   Putnam VT International Equity      Seeks capital appreciation.              Putnam Investment Management, LLC 
     Fund - Class IB                                                                                              
VAN KAMPEN LIFE INVESTMENT TRUST                                                                                  

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   Comstock Portfolio Class II            Seeks capital growth and income through     Van Kampen Asset Management                
                                          investments in equity securities,                                                      
                                          including common stocks, preferred                                                     
                                          stocks and securities convertible into                                                 
                                          common and preferred stocks.                                                           
   Emerging Growth Portfolio Class II     Seeks capital appreciation.                 Van Kampen Asset Management                
VARIABLE INSURANCE PRODUCTS FUND                                                                                                 
   VIP Contrafund(R) Portfolio -          Seeks long-term capital appreciation.       Fidelity Management & Research             
     Service Class 2                                                                  Company                                    
   VIP Mid Cap Portfolio - Service        Seeks long-term growth of capital.          Fidelity Management & Research             
     Class 2                                                                          Company                                    
 +     Closed to new investors.                                                                                                  
 *     This closed Variable Funding Option has been subject to a merger, substitution or a name change. Please see below for more
       information.                                                                                                              


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ADDITIONAL INFORMATION REGARDING UNDERLYING FUNDS:                              

UNDERLYING FUND NAME CHANGES                                                    

                                                        [Enlarge/Download Table]

                   FORMER NAME                                            NEW NAME                                   
                   -----------                                            --------                                   
                                                                                                                     
GREENWICH STREET SERIES FUND                           LEGG MASON PARTNERS VARIABLE PORTFOLIOS II                    
   Appreciation Portfolio                                Legg Mason Partners Variable Appreciation Portfolio         
   Diversified Strategic Income Portfolio                Legg Mason Partners Variable Diversified Strategic          
                                                         Income Portfolio                                            
   Equity Index Portfolio                                Legg Mason Partners Variable Equity Index Portfolio Class II
   Fundamental Value Portfolio                           Legg Mason Partners Variable Fundamental Value Portfolio    
SALOMON BROTHERS VARIABLE SERIES FUNDS INC.            LEGG MASON PARTNERS VARIABLE PORTFOLIOS I, INC.               
   All Cap Fund Class I                                  Legg Mason Partners Variable All Cap Portfolio Class I      
   Investors Fund Class I                                Legg Mason Partners Variable Investors Portfolio Class I    
THE TRAVELERS SERIES FUND, INC.                        LEGG MASON PARTNERS VARIABLE PORTFOLIOS III, INC.             
   Smith Barney Aggressive Growth Portfolio              Legg Mason Partners Variable Aggressive Growth Portfolio    
   Smith Barney Large Capitalization Growth Portfolio    Legg Mason Partners Variable Large Cap Growth               
                                                         Portfolio                                                   

UNDERLYING FUND MERGERS/REORGANIZATIONS                                         

The former Underlying Funds were merged with or reorganized into the new        
Underlying Funds.                                                               

                                                        [Enlarge/Download Table]

       FORMER UNDERLYING FUND                      NEW UNDERLYING FUND                
       ----------------------                      -------------------                
                                                                                      
                                            MET INVESTORS SERIES TRUST                
    Capital Appreciation Fund                 Janus Capital Appreciation Portfolio    
                                            METROPOLITAN SERIES FUND, INC.            
    Money Market Portfolio                     Black Rock Money Market Portfolio      
AIM VARIABLE INSURANCE FUND                 AIM VARIABLE INSURANCE FUND               
    AIM VI Premier Equity Fund                AIM V.I. Core Equity Fund - Series I    
THE TRAVELERS SERIES TRUST                  MET INVESTORS SERIES TRUST                
    AIM Capital Appreciation Portfolio         Met/AIM Capital Appreciation Portfolio 
    Convertible Securities Portfolio           Lord Abbett Bond Debenture Portfolio   
    Disciplined Mid Cap Stock                  Batterymarch Mid-Cap Stock Portfolio   
    Federated High Yield Portfolio             Federated High Yield Portfolio         
    Federated Stock Portfolio                  Lord Abbett Growth and Income Portfolio
    Mondrian International Stock Portfolio     Harris Oakmark International Portfolio 
THE TRAVELERS SERIES TRUST                  METROPOLITAN SERIES FUND, INC.            
    Equity Income Portfolio                    FI Value Leaders Portfolio             
    Large Cap Portfolio                        FI Large Cap Portfolio                 
    MFS Mid Cap Growth Portfolio               BlackRock Aggressive Growth Portfolio  
    MFS Total Return Portfolio                 MFS Total Return Portfolio             
    Strategic Equity Portfolio                 FI Large Cap Portfolio                 
    Travelers Quality Bond Portfolio           BlackRock Bond Income Portfolio        

UNDERLYING FUND SUBSTITUTIONS                                                   

The following new Underlying Funds were substituted for the former Underlying   
Funds.                                                                          

                                                        [Enlarge/Download Table]

             FORMER UNDERLYING FUND                              NEW UNDERLYING FUND                    
             ----------------------                              -------------------                    
                                                                                                        
ALLIANCEBERNSTEIN VARIABLE PRODUCT SERIES FUND, INC. METROPOLITAN SERIES FUND, INC.                     
    AllianceBernstein Large Cap Growth                  T. Rowe Price Large Cap Growth Portfolio Class B
Portfolio                                                                                               
DELAWARE VIP TRUST                                   MET INVESTORS SERIES TRUST                         
   Delaware VIP REIT Series                             Neuberger Berman Real Estate Portfolio Class A  
JANUS ASPEN SERIES                                   METROPOLITAN SERIES FUND, INC.                     
    Balanced Portfolio                                  MFS Total Return Portfolio Class F              

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 FIXED ACCOUNT

We may offer our Fixed Account as a funding option. Please see Appendix C for   
more information.                                                               

CHARGES AND DEDUCTIONS

GENERAL                                                                         

We deduct the charges described below. The charges are for the service and      
benefits we provide, costs and expenses we incur, and risks we assume under the 
Contracts. Services and benefits we provide include:                            

  -     the ability for you to make withdrawals and surrenders under the
Contracts                                               

-     the death benefit paid on the death of the Contract Owner,    
Annuitant, or first of the joint owners                 

-     the available funding options and related programs (including 
    dollar-cost averaging, portfolio rebalancing, and systematic
withdrawal programs)                                    

     -     administration of the annuity options available under the Contracts
and                                                     

-     the distribution of various reports to Contract Owners        

Costs and expenses we incur include:                                            

-     losses associated with various overhead and other expenses    
           associated with providing the services and benefits provided by the
Contracts                                               

    -     sales and marketing expenses including commission payments to your
sales agent and                                         

-     other costs of doing business                                 

Risks we assume include:                                                        

 -     that Annuitants may live longer than estimated when the annuity
factors under the Contracts were established            

-     that the amount of the death benefit will be greater than the 
Contract Value and                                      

 -     that the costs of providing the services and benefits under the
Contracts will exceed the charges deducted              

We may also deduct a charge for taxes.                                          

Unless otherwise specified, charges are deducted proportionately from all       
funding options in which you are invested.                                      

The amount of a charge may not necessarily correspond to the costs associated   
with providing the services or benefits indicated by the designated charge. For 
example, the withdrawal charge we collect may not fully cover all of the sales  
and distribution expenses we actually incur. The amount of any fee or charge is 
not impacted by an outstanding loan. We may also profit on one or more of the   
charges. We may use any such profits for any corporate purpose, including the   
payment of sales expenses.                                                      

WITHDRAWAL CHARGE                                                               

We do not deduct a sales charge from Purchase Payments when they are made to the
Contract. However, a withdrawal charge will apply if Purchase Payments are      
withdrawn before they have been in the Contract for seven years. We will assess 
the charge as a percentage of the Purchase Payment withdrawn as follows:        

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     YEARS SINCE PURCHASE PAYMENT MADE                     
------------------------------------------       WITHDRAWAL
GREATER THAN OR EQUAL TO     BUT LESS THAN         CHARGE  
------------------------     -------------         ------  
                                                           
        0 years                 2 years                 6% 
        2 years                 4 years                 5% 
        4 years                 5 years                 4% 
        5 years                 6 years                 3% 
        6 years                 7 years                 2% 
        7+ years                                        0% 

For purposes of the withdrawal charge calculation, withdrawals are deemed to be 
taken first from:                                                               

 (a)   any Purchase Payment to which no withdrawal charge applies then

     (b)   any remaining free withdrawal allowance (as described below) (after
being reduced by (a)), then                             

     (c)   any remaining Purchase Payment to which a withdrawal charge applies
(on a first-in, first-out basis), then                  

(d)   any Contract earnings                                         

Unless you instruct us otherwise, we will deduct the withdrawal charge from the 
amount requested.                                                               

We will not deduct a withdrawal charge if Purchase Payments are distributed:    

  -     due to the death of the Contract Owner or the Annuitant (with no
Contingent Annuitant surviving)                         

-     if an annuity payout has begun                                

-     if an income option of at least five year's duration is begun 

    -     due to a minimum distribution under our minimum distribution rules
then in effect                                          

FREE WITHDRAWAL ALLOWANCE                                                       

Beginning in the second Contract Year, you may withdraw up to 10% of the        
Contract Value annually. We calculate the available withdrawal amount as of the 
end of the previous Contract Year. The free withdrawal provision applies to     
partial withdrawals only.                                                       

Any withdrawal is subject to federal income taxes on the taxable portion. In    
addition, a 10% federal penalty may be assessed on any withdrawal if the        
Contract Owner is under age 59-1/2. You should consult with your tax adviser    
regarding the tax consequences of a withdrawal.                                 

ADMINISTRATIVE CHARGES                                                          

There are two administrative charges: the $30 annual Contract administrative    
charge and the administrative expense charge. We will deduct the annual Contract
administrative charge on the fourth Friday of each August. This charge          
compensates us for expenses incurred in establishing and maintaining the        
Contract and we will prorate this charge (i.e. calculate) from the date of      
purchase. We will also prorate this charge if you surrender your Contract, or if
we terminate your Contract. We will not deduct a Contract administrative charge 
from the Fixed Account or:                                                      

(1)   from the distribution of death proceeds                       

(2)   after an annuity payout has begun or                          

      (3)   if the Contract Value on the date of assessment equals or is greater
than $40,000                                            

We deduct the administrative expense charge (sometimes called "Subaccount       
administrative charge") on each business day from amounts allocated to the      
Variable Funding Options to compensate the Company for certain related          
administrative and operating expenses. The charge equals, on an annual basis,   
0.15% of the daily net asset value allocated to each of the Variable Funding    
Options, and is reflected in our accumulation and Annuity Unit value            
calculations.                                                                   

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MORTALITY AND EXPENSE RISK CHARGE                                               

Each business day, we deduct a mortality and expense risk ("M&E") charge from   
amounts we hold in the Variable Funding Options. We reflect the deduction in our
calculation of accumulation and Annuity Unit values. The charges stated are the 
maximum for this product, and equal 1.25% annually. We reserve the right to     
lower this charge at any time. This charge compensates the Company for risks    
assumed, benefits provided and expenses incurred, including the payment of      
commissions to your sales agent.                                                

VARIABLE LIQUIDITY BENEFIT CHARGE                                               

If the Variable Liquidity Benefit is selected, there is a maximum charge of 6%  
of the amounts withdrawn. This charge is not assessed during the accumulation   
phase.                                                                          

We will assess the charge as a percentage of the total benefit received as      
follows:                                                                        

                                                                [Download Table]

   YEARS SINCE INITIAL PURCHASE PAYMENT                       
------------------------------------------          WITHDRAWAL
GREATER THAN OR EQUAL TO     BUT LESS THAN            CHARGE  
------------------------     -------------            ------  
                                                              
        0 years                 2 years                 6%    
        2 years                 4 years                 5%    
        4 years                 5 years                 4%    
        5 years                 6 years                 3%    
        6 years                 7 years                 2%    
        7+ years                                        0%    

Please refer to Payment Options for a description of this benefit.              

ENHANCED STEPPED-UP PROVISION CHARGE                                            

If the E.S.P. option is selected, a charge is deducted each business day from   
amounts held in the Variable Funding Options. The charge equals, on an annual   
basis, 0.20% of the amounts held in each funding option. The E.S.P. option is   
available if the owner and Annuitant are both under age 76 on the Contract Date.

VARIABLE FUNDING OPTION EXPENSES                                                

We summarized the charges and expenses of the Underlying Funds in the fee table.
Please review the prospectus for each Underlying Fund for a more complete       
description of that fund and its expenses. Underlying Fund expenses are not     
fixed or guaranteed and are subject to change by the Fund.                      

PREMIUM TAX                                                                     

Certain state and local governments charge premium taxes ranging from 0% to     
3.5%, depending upon jurisdiction. We are responsible for paying these taxes and
will determine the method used to recover premium tax expenses incurred. We will
deduct any applicable premium taxes from your Contract Value either upon death, 
surrender, annuitization, or at the time you make Purchase Payments to the      
Contract, but no earlier than when we have a tax liability under state law.     

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE                                    

If there is any change in a law assessing taxes against the Company based upon  
premiums, Contract gains or value of the Contract, we reserve the right to      
charge you proportionately for this tax.                                        

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 TRANSFERS

Subject to the limitations described below, you may transfer all or part of your
Contract Value between Variable Funding Options at any time up to 30 days before
the Maturity Date. After the Maturity Date, you may make transfers only if      
allowed by your Contract or with our consent. Transfer requests received at our 
Home Office that are in good order before the close of the New York Stock       
Exchange (NYSE) will be processed according to the value(s) next computed       
following the close of business. Transfer requests received on a non-business   
day or after the close of the NYSE will be processed based on the value(s) next 
computed on the next business day.                                              

Where permitted by state law, we reserve the right to restrict transfers from   
the Variable Funding Options to the Fixed Account whenever the credited interest
rate on the Fixed Account is equal to the minimum guaranteed interest rate      
specified under the Contract.                                                   

Since each Underlying Fund may have different overall expenses, a transfer of   
Contract Values from one Variable Funding Option to another could result in your
investment becoming subject to higher or lower expenses. Also, when making      
transfers, you should consider the inherent risks associated with the Variable  
Funding Options to which your Contract Value is allocated.                      

MARKET TIMING/EXCESSIVE TRADING                                                 

Frequent requests from Contract Owners to transfer Contract Value may dilute the
value of an Underlying Fund'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 Underlying Fund and the reflection of   
that change in the Underlying Fund's share price ("arbitrage trading").         
Regardless of the existence of pricing inefficiencies, frequent transfers may   
also increase brokerage and administrative costs of the Underlying Funds and may
disrupt management strategy, requiring an Underlying Fund 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 Underlying Funds, 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 Underlying Funds, i.e., the Credit     
Suisse Emerging Markets Portfolio, Dreyfus VIF Developing Leaders Portfolio,    
Legg Mason Partners Variable Diversified Strategic Income Portfolio, Janus Aspen
Series Global Technology Portfolio, Janus Aspen Series Worldwide Growth         
Portfolio, Putnam VT International Equity Portfolio, Lord Abbett Bond Debenture 
Portfolio, Federated High Yield Portfolio and Harris Oakmark International      
Portfolio (the "Monitored Portfolios"), and we monitor transfer activity in     
those 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 of the Monitored Portfolios,
in a three-month period there were two or more "round-trips" of a certain dollar
amount or greater. A round-trip is defined as a transfer in followed by a       
transfer out within the next 10 calendar days, or a transfer out followed by a  
transfer in within the next 10 calendar days. In the case of a Contract that has
been restricted previously, a single round-trip of a certain dollar amount or   
greater will trigger the transfer restrictions described below.                 

We do not believe that other Underlying Funds present a significant opportunity 
to engage in arbitrage trading and therefore do not monitor transfer activity in
those Underlying Funds. We may change the Monitored Portfolios at any time      
without notice in our sole discretion. In addition to monitoring transfer       
activity in certain Underlying Funds, we rely on the Underlying Funds to bring  
any potential disruptive trading activity they identify to our attention for    
investigation on a case-by-case basis. We will also investigate 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.

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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 will exercise our contractual right to    
restrict your number of transfers to one every six months. In addition, we also 
reserve the right, but do not have the obligation, to further restrict the right
to request transfers by any market timing firm or any other third party who has 
been authorized to initiate transfers on behalf of multiple Contract Owners. We 
may, among other things:                                                        

-     reject the transfer instructions of any agent acting under a power of     
attorney on behalf of more than one Owner, or                                   

-     reject the transfer or exchange instructions of individual Owners who have
executed pre-authorized transfer forms which are submitted by market
 timing firms or other third parties on behalf of more than one Owner.

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      
Underlying Funds 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     
Underlying Fund and there are no arrangements in place to permit any Contract   
Owner to engage in market timing; we apply our policies and procedures without  
exception, waiver, or special arrangement.                                      

The Underlying Funds 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,        
Underlying Funds may assess a redemption fee (which we reserve the right to     
collect) on shares held for a relatively short period. The prospectuses for the 
Underlying Funds describe any such policies and procedures, which may be more or
less restrictive than the policies and procedures we have adopted. Contract     
Owners and other persons with interests in the Contracts should be aware that we
currently may not have the contractual obligation or the operational capacity to
apply the frequent trading policies and procedures of the Underlying Funds.     
However, under rules recently adopted by the Securities and Exchange Commission,
effective October 16, 2006 we will be required to (1) enter into a written      
agreement with each Underlying Fund or its principal underwriter that will      
obligate us to provide to the Underlying Fund promptly upon request, certain    
information about trading activity of individual Contract Owners, and (2)       
execute instructions from the Underlying Funds to restrict or prohibit further  
Purchase Payments or transfers by specific Contract Owners who violate the      
frequent trading policies established by the Underlying Fund.                   

In addition, Contract Owners and other persons with interests in the Contracts  
should be aware that some Underlying Funds may receive "omnibus" purchase and   
redemption orders from other insurance companies or intermediaries such as      
retirement plans. 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 Underlying Funds 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 Underlying Funds (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 Underlying Funds.      

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In accordance with applicable law, we reserve the right to modify or terminate  
the transfer privilege at any time. We also reserve the right to defer or       
restrict the transfer privilege at any time that we are unable to purchase or   
redeem shares of any of the Underlying Funds, 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 Underlying Fund prospectuses for more details.              

DOLLAR COST AVERAGING                                                           

Dollar cost averaging or the pre-authorized transfer program (the "DCA Program")
allows you to transfer a set dollar amount to other funding options on a monthly
or quarterly basis during the accumulation phase of the Contract. Using this    
method, you will purchase more Accumulation Units in a funding option if the    
value per unit is low and will purchase fewer Accumulation Units if the value   
per unit is high. Therefore, you may achieve a lower-than-average cost per unit 
in the long run if you have the financial ability to continue the program over a
long enough period of time. Dollar cost averaging does not assure a profit or   
protect against a loss.                                                         

You may elect the DCA Program through Written Request or other method acceptable
to us. You must have a minimum total Contract Value of $5,000 to enroll in the  
DCA Program. The minimum amount that may be transferred through this program is 
$400. There is no additional fee to participate in the DCA Program.             

You may establish pre-authorized transfers of Contract Values from the Fixed    
Account, subject to certain restrictions. Under the DCA Program, automated      
transfers from the Fixed Account may not deplete your Fixed Account Value in    
less than twelve months from your enrollment in the DCA Program.                

In addition to the DCA Program, within the Fixed Account, we may credit         
increased interest rates to Contract Owners under an administrative Special DCA 
Program established at our discretion, depending on availability and state law. 
Under this program, the Contract Owner may pre-authorize level transfers to any 
of the funding options under either a 6 Month, 12 Month or 24 Month Program. The
Programs will generally have different credited interest rates. Under each      
Program, the interest rate can accrue up to the applicable number of months on  
the remaining amounts in the Special DCA Program and we must transfer all       
Purchase Payments and accrued interest on a level basis to the selected funding 
options in the applicable time period. For example, under the 12 Month Program, 
the interest rate can accrue up to 12 months on the remaining amounts in the    
Special DCA Program and we must transfer all Purchase Payments and accrued      
interest in this Program on a level basis to the selected funding options in 12 
months.                                                                         

The pre-authorized transfers will begin after the initial Program Purchase      
Payment and complete enrollment instructions are received by the Company. If we 
do not receive complete Program enrollment instructions within 15 days of       
receipt of the initial Program Purchase Payment, the entire balance in the      
Program will be transferred into the Money Market Variable Funding Option.      

You may start or stop participation in the DCA Program at any time, but you must
give the Company at least 30 days' notice to change any automated transfer      
instructions that are currently in place. If you stop the Special DCA Program   
and elect to remain in the Fixed Account, we will credit your Contract Value for
the remainder of 6 or 12 months with the interest rate for non-Program funds.   

You may only have one DCA Program or Special DCA Program in place at one time.  
We will allocate any subsequent Purchase Payments we receive within the Program 
period selected to the current funding options over the remainder of that       
Program transfer period, unless you direct otherwise.                           

All provisions and terms of the Contract apply to the DCA and Special DCA       
Programs, including provisions relating to the transfer of money between funding
options. Transfers made under any DCA Program will not be counted for purposes  
of restrictions we may impose on the number of                                  

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transfers permitted under the Contract. We reserve the right to suspend or      
modify transfer privileges at any time and to assess a processing fee for this  
service. If the Fixed Account is not available as a funding option, you may     
still participate in the DCA program.                                           

ACCESS TO YOUR MONEY

Any time before the Maturity Date, you may redeem all or any portion of the Cash
Surrender Value, that is, the Contract Value less any withdrawal charge,        
outstanding loans, and any premium tax not previously deducted. Unless you      
submit a Written Request specifying the fixed or Variable Funding Option(s) from
which we are to withdraw amounts, we will make the withdrawal on a pro rata     
basis. We will determine the Cash Surrender Value as of the close of business   
after we receive your surrender request at our Home Office. The Cash Surrender  
Value may be more or less than the Purchase Payments you made. You may not make 
withdrawals during the annuity period.                                          

For amounts allocated to the Variable Funding Options, we may defer payment of  
any Cash Surrender Value for a period of up to five business days after the     
Written Request is received. For amounts allocated to the Fixed Account, we may 
defer payment of any Cash Surrender Value for a period up to six months. In     
either case, it is our intent to pay as soon as possible. We cannot process     
requests for withdrawals that are not in good order. We will contact you if     
there is a deficiency causing a delay and will advise what is needed to act upon
the withdrawal request.                                                         

If your Contract is issued as part of a 403(b) plan, there are restrictions on  
your ability to make withdrawals from your Contract. You may not withdraw       
contributions or earnings made to your Contract after December 31, 1988 unless  
you are (a) age 59-1/2, (b) no longer employed, (c) deceased, (d) disabled, or  
(e) experiencing a financial hardship. Even if you are experiencing a financial 
hardship, you may only withdraw contributions, not earnings. You should consult 
with your tax adviser before making a withdrawal from your Contract.            

SYSTEMATIC WITHDRAWALS                                                          

Before the Maturity Date, you may choose to withdraw a specified dollar amount  
(at least $100) on a monthly, quarterly, semiannual or annual basis. We will    
deduct any applicable premium taxes and withdrawal charge. To elect systematic  
withdrawals, you must have a Contract Value of at least $15,000 and you must    
make the election on the form we provide. We will surrender Accumulation Units  
pro rata from all funding options in which you have an interest, unless you     
instruct us otherwise. You may begin or discontinue systematic withdrawals at   
any time by notifying us in writing, but you must give at least 30 days' notice 
to change any systematic withdrawal instructions that are currently in place.   

We reserve the right to discontinue offering systematic withdrawals or to assess
a processing fee for this service upon 30 days' written notice to Contract      
Owners (where allowed by state law).                                            

Each systematic withdrawal is subject to federal income taxes on the taxable    
portion. In addition, a 10% federal penalty tax may be assessed on systematic   
withdrawals if the Contract Owner is under age 59 1/2. There is no additional   
fee for electing systematic withdrawals. You should consult with your tax       
adviser regarding the tax consequences of systematic withdrawals.               

LOANS                                                                           

Loans may be available under your Contract. Loans may only be taken against     
funds allocated or transferred to the Fixed Account. If available, all loan     
provisions are described in your Contract or loan agreement.                    

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OWNERSHIP PROVISIONS

TYPES OF OWNERSHIP                                                              

CONTRACT OWNER                                                                  

The Contract belongs to the Contract Owner named in the Contract (on the        
Contract Specifications page), or to any other person to whom you subsequently  
assign the Contract. You may only make an assignment of ownership or a          
collateral assignment for Non-qualified Contracts. You have sole power during   
the Annuitant's lifetime to exercise any rights and to receive all benefits     
given in the Contract provided you have not named an irrevocable beneficiary and
provided you have not assigned the Contract.                                    

You receive all payments while the Annuitant is alive unless you direct them to 
an alternate recipient. An alternate recipient does not become the Contract     
Owner.                                                                          

If this Contract is purchased by a beneficiary of another contract who directly 
transferred the death proceeds due under that contract, he/she will be granted  
the same rights the owner has under the Contract except that he/she cannot      
transfer ownership, take a loan or make additional Purchase Payments.           

Joint Owner. For Non-qualified Contracts only, you may name joint owners (e.g., 
spouses) in a Written Request before the Contract is in effect. Joint owners may
independently exercise transfers allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal shares of any
benefits accruing or payments made to them.                                     

BENEFICIARY                                                                     

You name the beneficiary in a Written Request. The beneficiary has the right to 
receive any death benefit proceeds remaining under the Contract upon the death  
of the Annuitant or the Contract Owner. If more than one beneficiary survives   
the Annuitant or Contract Owner, they will share equally in benefits unless you 
recorded different shares with the Company by Written Request before the death  
of the Annuitant or Contract Owner. In the case of a non-spousal beneficiary or 
a spousal beneficiary who has not chosen to assume the Contract, we will not    
transfer or otherwise remove the death benefit proceeds from either the Variable
Funding Options or the Fixed Account, as most recently elected by the Contract  
Owner, until the Death Report Date.                                             

Unless you have named an irrevocable beneficiary you have the right to change   
any beneficiary by Written Request during the lifetime of the Annuitant and     
while the Contract continues.                                                   

ANNUITANT                                                                       

The Annuitant is designated in the Contract (on the Contract Specifications     
page), and is the individual on whose life the Maturity Date and the amount of  
the monthly Annuity Payments depend. You may not change the Annuitant after your
Contract is in effect.                                                          

Contingent Annuitant. You may name one individual as a Contingent Annuitant. A  
Contingent Annuitant may not be changed, deleted or added to the Contract after 
the Contract Date. If the Annuitant who is not the owner dies prior to the      
Maturity Date, and the Contingent Annuitant is still living:                    

  -     the death benefit will not be payable upon the Annuitant's death

-     the Contingent Annuitant becomes the Annuitant and            

-     all other rights and benefits will continue in effect         

When a Contingent Annuitant becomes the Annuitant, the Maturity Date remains the
same as previously in effect.                                                   

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If the Annuitant is also the owner, a death benefit is paid to the beneficiary  
regardless of whether or not there is a Contingent Annuitant.                   

 DEATH BENEFIT

Before the Maturity Date, generally, a death benefit is payable when either the 
Annuitant or a Contract Owner dies. We calculate the death benefit at the close 
of the business day on which our Home Office receives (1) Due Proof of Death and
(2) written payment instructions or election of spousal contract continuance or 
beneficiary contract continuance ("Death Report Date").                         

Note: If the owner dies before the Annuitant, the death benefit is recalculated,
replacing all references to "Annuitant" with "owner."                           

DEATH PROCEEDS BEFORE THE MATURITY DATE                                         

IF THE ANNUITANT OR AN OWNER IS YOUNGER THAN AGE 80 ON THE CONTRACT DATE: We    
will pay to the beneficiary a death benefit in an amount equal to the greatest  
of (1), (2) or (3) below, each reduced by any applicable premium tax or         
outstanding loans:                                                              

(1) the Contract Value on the Death Report Date                     

     (2) the total Purchase Payments made under the Contract less the total of
any withdrawals or                                                              

(3) the step-up value (if any, as described below)                  

STEP-UP VALUE. We will establish a step-up value on each Contract Date          
anniversary that occurs on or prior to the Death Report Date. The step-up value 
will initially equal the Contract Value on that anniversary. When you make an   
additional Purchase Payment, we will increase the step-up value by the amount of
that Purchase Payment. When you make a withdrawal, we will reduce the step-up   
value by a partial surrender reduction as described below. On each Contract     
anniversary before the Annuitant's 80th birthday and before the Annuitant's     
death, if the Contract Value is greater than the step-up value, we will reset   
the step-up value to equal that greater amount. We will not reduce the step-up  
value on these anniversary recalculations (provided no withdrawals or surrenders
are made on that day). The only changes we will make to the step-up value on or 
after the Annuitant's 80th birthday will be those related to additional Purchase
Payments or withdrawals.                                                        

PARTIAL SURRENDER REDUCTIONS. If you make a withdrawal, we will reduce the      
step-up value by a partial surrender reduction which equals (1) the step-up     
value prior to the withdrawal, multiplied by (2) the amount of the withdrawal,  
divided by (3) the Contract Value before the withdrawal.                        

For example, assume your current Contract Value is $55,000. If your current     
step-up value is $50,000, and you decide to make a withdrawal of $10,000, we    
would reduce the step-up value as follows:                                      

$50,000 x ($10,000/$55,000) = $9,090                                

Your new step-up value would be $50,000-$9,090, or $40,910.                     

The following example shows what would happen in a declining market. Assume your
current Contract Value is $30,000. If your current step-up value is $50,000, and
you decide to make a withdrawal of $10,000, we would reduce the step-up value as
follows:                                                                        

$50,000 x ($10,000/$30,000) = $16,666                               

Your new step-up value would be $50,000-$16,666, or $33,334.                    

IF THE ANNUITANT OR AN OWNER IS AGE 80 OR OLDER ON THE CONTRACT DATE: We will   
pay to the beneficiary a death benefit in an amount equal to the greater of (1) 
or (2) below, each reduced by any applicable premium tax or outstanding loans   
not previously deducted:                                                        

(1) the Contract Value on the Death Report Date or                  

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     (2) the total Purchase Payments made under the Contract less the total of
any withdrawals.                                                                

ENHANCED STEPPED-UP PROVISION ("E.S.P.")                                        

THIS PROVISION IS NOT AVAILABLE TO A CUSTOMER WHEN EITHER THE ANNUITANT OR OWNER
IS AGE 76 OR OLDER ON THE RIDER EFFECTIVE DATE.                                 

The rider effective date is the date the rider is attached to and made a part of
the Contract. If you have selected the E.S.P., the total death benefit as of the
Death Report Date will equal the death benefit described above plus the greater 
of zero or the following amount:                                                

IF THE ANNUITANT IS YOUNGER THAN AGE 70 ON THE RIDER EFFECTIVE DATE, 40% OF THE 
LESSER OF: (1) 200% of the modified Purchase Payments excluding Purchase        
Payments that are both received after the first rider effective date anniversary
and within 12 months of the Death Report Date, or (2) your Contract Value minus 
the modified Purchase Payments, calculated as of the Death Report Date; or      

IF THE ANNUITANT IS BETWEEN THE AGES OF 70 AND 75 ON THE RIDER EFFECTIVE DATE,  
25% OF THE LESSER OF: (1) 200% of the modified Purchase Payments excluding      
Purchase Payments that are both received after the first rider effective date   
anniversary and within 12 months of the Death Report Date, or (2) your Contract 
Value minus the modified Purchase Payments, calculated as of the Death Report   
Date.                                                                           

THE INITIAL MODIFIED PURCHASE PAYMENT is equal to the Contract Value as of the  
rider effective date. Whenever a Purchase Payment is made after the rider       
effective date, the modified Purchase Payment(s) are increased by the amount of 
the Purchase Payment. Whenever a partial surrender is taken after the rider     
effective date, the modified Purchase Payment(s) are reduced by a partial       
surrender reduction as described below.                                         

THE PARTIAL SURRENDER REDUCTION IS EQUAL TO: (1) the modified Purchase          
Payment(s) in effect immediately prior to the reduction for the partial         
surrender, multiplied by (2) the amount of the partial surrender divided by (3) 
the Contract Value immediately prior to the partial surrender.                  

For example, assume your current modified Purchase Payment is $50,000 and that  
your current Contract Value is $55,000. You decide to make a withdrawal of      
$10,000. We would reduce the modified Purchase Payment as follows:              

$50,000 x (10,000/55,000) = $9,090                                  

You new modified Purchase Payment would be $50,000 -- $9,090 = $40,910.         

The following example shows what would happen in a declining market. Assume your
current Contract Value is $30,000. If your current modified Purchase Payment is 
$50,000 and you decide to make a withdrawal of $10,000, we would reduce the     
modified Purchase Payment as follows:                                           

$50,000 x ($10,000/$30,000) = $16,666                               

Your new modified Purchase Payment would be 50,000 -- 16,666 = $33,334          

PAYMENT OF PROCEEDS                                                             

We describe the process of paying death benefit proceeds before the Maturity    
Date in the charts below. The charts do not encompass every situation and are   
merely intended as a general guide. More detailed information is provided in    
your Contract. Generally, the person(s) receiving the benefit may request that  
the proceeds be paid in a lump sum, or be applied to one of the settlement      
options available under the Contract.                                           

 NON-QUALIFIED CONTRACTS

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                                                                                        MANDATORY  
  BEFORE THE MATURITY DATE,   THE COMPANY WILL                                         PAYOUT RULES
    UPON THE DEATH OF THE     PAY THE PROCEEDS TO:  UNLESS. . .                           APPLY*   
----------------------------  --------------------  --------------------------------   ------------
                                                                                                   
OWNER (WHO IS NOT THE         The beneficiary       Unless the beneficiary elects to   Yes         
ANNUITANT) (WITH NO JOINT     (ies), or if none,    continue the Contract rather                   
OWNER)                        to the Contract       than receive the distribution.                 
                              Owner's estate.                                                      

OWNER (WHO IS THE ANNUITANT)  The beneficiary       Unless, the beneficiary elects     Yes         
(WITH NO JOINT OWNER)         (ies), or if none,    to continue the Contract rather                
                              to the Contract       than receive the distribution.                 
                              Owner's estate.                                                      

NON-SPOUSAL JOINT OWNER (WHO  The surviving joint                                      Yes         
IS NOT THE ANNUITANT)         owner.                                                               

NON-SPOUSAL JOINT OWNER (WHO  The                   Unless the beneficiary elects to   Yes         
IS THE ANNUITANT)             beneficiary(ies), or  continue the Contract rather                   
                              if none, to the       than receive the distribution.                 
                              surviving joint                                                      
                              owner.                                                               

SPOUSAL JOINT OWNER (WHO IS   The surviving joint   Unless the spouse elects to        Yes         
NOT THE ANNUITANT)            owner.                continue the Contract.                         

SPOUSAL JOINT OWNER (WHO IS   The beneficiary       Unless the spouse elects to        Yes         
THE ANNUITANT)                (ies) or, if none,    continue the Contract.                         
                              to the surviving                                                     
                              joint owner.          A spouse who is not the                        
                                                    beneficiary may decline to                     
                                                    continue the Contract and                      
                                                    instruct the Company to pay the                
                                                    beneficiary who may elect to                   
                                                    continue the Contract.                         

ANNUITANT (WHO IS NOT THE     The beneficiary       Unless the beneficiary elects to   Yes         
CONTRACT OWNER)               (ies), or if none,    continue the Contract rather than              
                              to the Contract       receive the distribution.                      
                              Owner.  If the                                                       
                              Contract Owner is     But, if there is a Contingent                  
                              not living, then to   Annuitant, then the Contingent                 
                              the surviving joint   Annuitant becomes the Annuitant                
                              owner.  If none,      and the contract continues in                  
                              then to the Contract  effect (generally using the                    
                              Owner's estate.       original Maturity Date). The                   
                                                    proceeds will then be paid upon                
                                                    the death of the Contingent                    
                                                    Annuitant or owner.                            

                                                        [Enlarge/Download Table]

                                                                                          MANDATORY   
  BEFORE THE MATURITY DATE,   THE COMPANY WILL                                          PAYOUT RULES  
    UPON THE DEATH OF THE     PAY THE PROCEEDS TO:  UNLESS. . .                            APPLY*     
----------------------------  --------------------  --------------------------------  ----------------
                                                                                                      
ANNUITANT (WHO IS THE         See death of "owner                                     Yes             
CONTRACT OWNER)               who is the                                                              
                              Annuitant" above.                                                       

ANNUITANT (WHERE OWNER IS A   The beneficiary                                         Yes (Death of   
NONNATURAL ENTITY/TRUST)      (ies) or if none, to                                    Annuitant is    
                              the owner.                                              treated as death
                                                                                      of the owner in 
                                                                                      these           
                                                                                      circumstances.) 

BENEFICIARY                   No death proceeds                                       N/A             
                              are payable;                                                            
                              Contract continues.                                                     

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                                                                [Download Table]
                                               
CONTINGENT BENEFICIARY  No death proceeds   N/A
                        are payable;           
                        Contract continues.    

 QUALIFIED CONTRACTS

                                                        [Enlarge/Download Table]

  BEFORE THE MATURITY DATE,    THE COMPANY WILL                                       MANDATORY PAYOUT
    UPON THE DEATH OF THE    PAY THE PROCEEDS TO:  UNLESS. . .                        RULES APPLY*    
---------------------------  --------------------  ---------------------------------  ----------------
                                                                                                      
OWNER/ANNUITANT              The beneficiary       Unless the beneficiary elects to    Yes            
                             (ies), or if none,    continue the Contract rather than                  
                             to the Contract       receive a distribution.                            
                             Owner's estate.                                                          

BENEFICIARY                  No death proceeds                                         N/A            
                             are payable;                                                             
                             Contract continues.                                                      

CONTINGENT BENEFICIARY       No death proceeds                                         N/A            
                             are payable;                                                             
                             Contract continues.                                                      

--------------                                                                  
*     Certain payout rules of the Internal Revenue Code (IRC) are triggered upon
 the death of any Owner. Non-spousal beneficiaries (as well as spousal
  beneficiaries who choose not to assume the Contract) must begin taking
    distributions based on the beneficiary's life expectancy within one year
  of death or take a complete distribution of Contract proceeds within 5
    years of death. For Qualified Contracts, if mandatory distributions have
      begun at the Annuitant's death, the 5 year payout option is not available.

SPOUSAL CONTRACT CONTINUANCE (SUBJECT TO AVAILABILITY -- DOES NOT APPLY IF A    
NON-SPOUSE IS A JOINT OWNER)                                                    

Within one year of your death, if your spouse is named as an owner and/or       
beneficiary, and you die before the Maturity Date, your spouse may elect to     
continue the Contract as owner rather than have the death benefit paid to the   
beneficiary. If you were the Annuitant and your spouse elects to continue the   
Contract, your spouse will be named the Annuitant as of the Death Report Date.  

If your spouse elects to continue the Contract as Contract Owner, the death     
benefit will be calculated as of the Death Report Date. If the Contract Value is
less than the calculated death benefit, the Contract Value will be increased to 
equal the death benefit. This amount is referred to as the adjusted Contract    
Value. Any difference between the Contract Value and the adjusted Contract Value
will be allocated to the funding options in the same proportion as the          
allocations of the Contract prior to the Death Report Date.                     

Any premium paid before the Death Report Date is no longer subject to a         
withdrawal charge if your spouse elects to continue the Contract. Purchase      
Payments made to the Contract after the Death Report Date will be subject to the
withdrawal charge. All other Contract fees and charges applicable to the        
original Contract will also apply to the continued Contract. All other benefits 
and features of your Contract will be based on your spouse's age on the Death   
Report Date as if your spouse had purchased the Contract with the adjusted      
Contract Value on the Death Report Date. This spousal contract continuance is   
available only once for each Contract.                                          

BENEFICIARY CONTRACT CONTINUANCE (NOT PERMITTED FOR NON-NATURAL BENEFICIARIES)  

If you die before the Maturity Date, and if the value of any beneficiary's      
portion of the death benefit is between $20,000 and $1,000,000 as of the Death  
Report Date, (more than $1,000,000 is subject to Home Office approval), your    
beneficiary(s) may elect to continue his/her portion of the Contract subject to 
applicable Internal Revenue Code distribution requirements, rather than receive 
the death benefit in a lump sum. If the beneficiary chooses to continue the     
Contract, the                                                                   

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beneficiary can extend the payout phase of the Contract enabling the beneficiary
to "stretch" the death benefit distributions out over his life expectancy as    
permitted by the Internal Revenue Code.                                         

If your beneficiary elects to continue the Contract, the death benefit will be  
calculated as of the Death Report Date. The initial Contract Value of the       
continued Contract (the "adjusted Contract Value") will equal the greater of the
Contract Value or the death benefit calculated on the Death Report Date and will
be allocated to the funding options in the same proportion as prior to the Death
Report Date. If the adjusted Contract Value is allocated to the Variable Funding
Options, the beneficiary bears the investment risk.                             

The beneficiary who continues the Contract will be granted the same rights as   
the owner under the original Contract, except the beneficiary cannot:           

-     transfer ownership                                            

-     take a loan                                                   

-     make additional Purchase Payments                             

The beneficiary may also name his/her own beneficiary ("succeeding beneficiary")
and has the right to take withdrawals at any time after the Death Report Date   
without a withdrawal charge. The E.S.P. option is not available to a beneficiary
continuing the Contract under this provision. All other fees and charges        
applicable to the original Contract will also apply to the continued Contract;  
the E.S.P. charge no longer applies. All benefits and features of the continued 
Contract will be based on the beneficiary's age on the Death Report Date as if  
the beneficiary had purchased the Contract with the adjusted Contract Value on  
the Death Report Date.                                                          

PLANNED DEATH BENEFIT                                                           

You may request that rather than receive a lump-sum death benefit, the          
beneficiary(ies) receive all or a portion of the death benefit proceeds either: 

  -     through an annuity for life or a period that does not exceed the
beneficiary's life expectancy or                        

    -     under the terms of the Beneficiary Continuance provision described
          above. If the Beneficiary Continuance provision is selected as the
       planned death benefit, no surrenders will be allowed other than
            payments meant to satisfy minimum distribution amounts or systematic
withdrawal amounts, if greater.                         

You must make the planned death benefit request as well as any revocation of    
this request in writing. Upon your death, your beneficiary(s) cannot revoke or  
modify this request. If the death benefit at the time we receive Due Proof of   
Death is less than $2,000, we will only pay a lump sum to the beneficiary. If   
periodic payments due under the planned death benefit election are less than    
$100, we reserve the right to make Annuity Payments at less frequent intervals, 
resulting in a payment of at least $100 per year. If no beneficiary is alive    
when death benefits become payable, we will pay the death benefit as provided in
your Contract.                                                                  

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DEATH PROCEEDS AFTER THE MATURITY DATE                                          

If any Contract Owner or the Annuitant dies on or after the Maturity Date, the  
Company will pay the beneficiary a death benefit consisting of any benefit      
remaining under the annuity or income option then in effect.                    

THE ANNUITY PERIOD

MATURITY DATE                                                                   

Under the Contract, you can receive regular payments ("Annuity Payments"). You  
can choose the month and the year in which those payments begin (Maturity Date).
You can also choose among income payouts (annuity or income options) or elect a 
lump sum distribution. While the Annuitant is alive, you can change your        
selection any time up to the Maturity Date. Annuity or income payments will     
begin on the Maturity Date stated in the Contract unless (1) you fully          
surrendered the Contract; (2) we paid the proceeds to the beneficiary before    
that date; or (3) you elected another date. Annuity Payments are a series of    
periodic payments (a) for life; (b) for life with a minimum number of payments; 
or (c) for the joint lifetime of the Annuitant and another person, and          
thereafter during the lifetime of the survivor. Income payments are for a fixed 
period or amount. We may require proof that the Annuitant is alive before we    
make Annuity Payments. Not all options may be available in all states.          

You may choose to annuitize at any time after the first Contract Date           
anniversary. Unless you elect otherwise, the Maturity Date will be the          
Annuitant's 70th birthday for Qualified Contracts and the Annuitant's 75th      
birthday for Non-qualified Contracts or ten years after the effective date of   
the Contract, if later (this requirement may be changed by us).                 

At least 30 days before the original Maturity Date, you may elect to extend the 
Maturity Date to any time prior to the Annuitant's 85th birthday for            
Non-qualified Contracts or, for Qualified Contracts, to a later date with our   
consent. You may use certain annuity options taken at the Maturity Date to meet 
the minimum required distribution requirements of federal tax law, or you may   
use a program of withdrawals instead. These mandatory distribution requirements 
take effect generally upon the death of the Contract Owner, or with certain     
Qualified Contracts upon either the later of the Contract Owner's attainment of 
age 70 1/2 or year of retirement; or the death of the Contract Owner. You should
seek independent tax advice regarding the election of minimum required          
distributions.                                                                  

ALLOCATION OF ANNUITY                                                           

You may elect to receive your Annuity Payments in the form of a variable        
annuity, a fixed annuity, or a combination of both. If, at the time Annuity     
Payments begin, you have not made an election, we will apply your Cash Surrender
Value to provide an annuity funded by the same funding options as you have      
selected during the accumulation period. At least 30 days before the Maturity   
Date, you may transfer the Contract Value among the funding options in order to 
change the basis on which we will determine Annuity Payments. (See Transfers.)  

VARIABLE ANNUITY                                                                

You may choose an annuity payout that fluctuates depending on the investment    
experience of the Variable Funding Options. We determine the number of Annuity  
Units credited to the Contract by dividing the first monthly annuity payment    
attributable to each Variable Funding Option by the corresponding Accumulation  
Unit value as of 14 days before the date Annuity Payments begin. We use an      
Annuity Unit to measure the dollar value of an annuity payment. The number of   
Annuity Units (but not their value) remains fixed during the annuity period.    

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DETERMINATION OF FIRST ANNUITY PAYMENT. Your Contract contains the tables we use
to determine your first monthly annuity payment. If you elect a variable        
annuity, the amount we apply to it will be the Cash Surrender Value as of 14    
days before the date Annuity Payments begin, less any applicable premium taxes  
not previously deducted.                                                        

The amount of your first monthly payment depends on the annuity option you      
elected and the Annuitant's adjusted age. Your Contract contains the formula for
determining the adjusted age. We determine the total first monthly annuity      
payment by multiplying the benefit per $1,000 of value shown in the Contract    
tables by the number of thousands of dollars of Contract Value you apply to that
annuity option. The Contract tables factor in an assumed daily net investment   
factor of 3.0%. We call this your net investment rate. Your net investment rate 
of 3% corresponds to an annual interest rate of 3%. This means that if the      
annualized investment performance, after expenses, of your Variable Funding     
Options is less than 3%, then the dollar amount of your variable Annuity        
Payments will decrease. However, if the annualized investment performance, after
expenses, of your Variable Funding Options is greater than 3%, then the dollar  
amount of your variable Annuity Payments will increase.                         

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of   
all subsequent Annuity Payments changes from month to month based on the        
investment experience, as described above, of the applicable funding options.   
The total amount of each annuity payment will equal the sum of the basic        
payments in each funding option. We determine the actual amounts of these       
payments by multiplying the number of Annuity Units we credited to each funding 
option by the corresponding Annuity Unit value as of the date 14 days before the
date the payment is due.                                                        

FIXED ANNUITY                                                                   

You may choose a fixed annuity that provides payments that do not vary during   
the annuity period. We will calculate the dollar amount of the first fixed      
annuity payment as described under Variable Annuity, except that the amount we  
apply to begin the annuity will be your Cash Surrender Value as of the date     
Annuity Payments begin. Payout rates will not be lower than that shown in the   
Contract. If it would produce a larger payment, the first fixed Annuity Payment 
will be determined using the Life Annuity Tables in effect on the Maturity Date.

 PAYMENT OPTIONS

ELECTION OF OPTIONS                                                             

While the Annuitant is alive, you can change your annuity or income option      
selection any time up to the Maturity Date. Once annuity or income payments have
begun, no further elections are allowed.                                        

During the Annuitant's lifetime, if you do not elect otherwise before the       
Maturity Date, we will pay you (or another designated payee) the first of a     
series of monthly annuity or income payments based on the life of the Annuitant,
in accordance with Annuity Option 2 (Life Annuity with 120 monthly payments     
assured). For certain Qualified Contracts, Annuity Option 4 (Joint and Last     
Survivor Life Annuity -- Annuity Reduced on Death of Primary Payee) will be the 
automatic option as described in the Contract.                                  

The minimum amount that can be placed under an annuity or income option will be 
$2,000 unless we agree to a lesser amount. If any monthly periodic payment due  
is less than $100, the Company reserves the right to make payments at less      
frequent intervals, or to pay the Contract Value in a lump-sum.                 

On the Maturity Date, we will pay the amount due under the Contract in          
accordance with the Payment Option that you select. You may choose to receive a 
single lump-sum payment. You must elect an option in writing, in a form         
satisfactory to the Company. Any election made during the lifetime of the       
Annuitant must be made by the Contract Owner.                                   

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ANNUITY OPTIONS                                                                 

Subject to the conditions described in "Election of Options" above, we may pay  
all or any part of the Cash Surrender Value under one or more of the following  
annuity options. Payments under the annuity options are generally made on a     
monthly basis. We may offer additional options.                                 

Option 1 -- Life Annuity -- No Refund. The Company will make Annuity Payments   
during the lifetime of the Annuitant ending with the last payment before death. 
This option offers the maximum periodic payment, since there is no assurance of 
a minimum number of payments or provision for a death benefit for beneficiaries.

Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Assured. The     
Company will make monthly Annuity Payments during the lifetime of the Annuitant,
with the agreement that if, at the death of that person, payments have been made
for less than 120, 180 or 240 months, as elected, we will continue making       
payments to the beneficiary during the remainder of the period.                 

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will 
make regular Annuity Payments during the lifetime of the Annuitant and a second 
person. When either person dies, we will continue making payments to the        
survivor. No further payments will be made following the death of the survivor. 

Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of 
Primary Payee. The Company will make Annuity Payments during the lifetimes of   
the Annuitant and a second person. You will designate one as primary payee, and 
the other will be designated as secondary payee. On the death of the secondary  
payee, the Company will continue to make monthly Annuity Payments to the primary
payee in the same amount that would have been payable during the joint lifetime 
of the two persons. On the death of the primary payee, the Company will continue
to make Annuity Payments to the secondary payee in an amount equal to 50% of the
payments, which would have been made during the lifetime of the primary payee.  
No further payments will be made once both payees have died.                    

Option 5 -- Other Annuity Options. The Company will make any other arrangements 
for Annuity Payments as may be mutually agreed upon.                            

INCOME OPTIONS                                                                  

Instead of one of the annuity options described above, and subject to the       
conditions described under "Election of Options," all or part of the Contract's 
Cash Surrender Value (or, if required by state law, Contract Value) may be paid 
under one or more of the following income options, provided that they are       
consistent with federal tax law qualification requirements. Payments under the  
income options may be elected on a monthly, quarterly, semiannual or annual     
basis:                                                                          

Option 1 -- Payments of a Fixed Amount. We will make equal payments of the      
amount elected until the Cash Surrender Value applied under this option has been
exhausted. We will pay the first payment and all later payments from each       
funding option or the Fixed Account in proportion to the Cash Surrender Value   
attributable to each funding option and/or Fixed Account. The final payment will
include any amount insufficient to make another full payment.                   

Option 2 -- Payments for a Fixed Period. We will make payments for the period   
selected. The amount of each payment will be equal to the remaining Cash        
Surrender Value applied under this option divided by the number of remaining    
payments.                                                                       

Option 3 -- Other Income Options. We will make any other arrangements for income
options as may be mutually agreed upon.                                         

VARIABLE LIQUIDITY BENEFIT                                                      

This benefit is only offered with the income option "Payments for a Fixed       
Period."                                                                        

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At any time after annuitization and before death, the Contract Owner may        
surrender and receive a payment equal to (A) minus (B), where (A) equals the    
present value of remaining certain payments, and (B) equals a withdrawal charge 
not to exceed the maximum withdrawal charge rate shown on the specifications    
page of the Contract multiplied by (A). The interest rate used to calculate the 
present value is a rate 1% higher than the Assumed (Daily) Net Investment Factor
used to calculate the Annuity Payments. The remaining period certain payments   
are assumed to be level payments equal to the most recent period certain payment
prior to the request for this liquidity benefit. A withdrawal charge is not     
imposed if the surrender is made after the expiration of the withdrawal charge  
period shown on the specifications page of the Contract.                        

 MISCELLANEOUS CONTRACT PROVISIONS

RIGHT TO RETURN                                                                 

You may return the Contract for a full refund of the Contract Value plus any    
Contract charges and premium taxes you paid (but not any fees and charges the   
Underlying Fund assessed) within twenty days after you receive it (the "right to
return period"). You bear the investment risk of investing in the Variable      
Funding Options during the right to return period; therefore, the Contract Value
we return may be greater or less than your Purchase Payment.                    

If you purchase the Contract as an Individual Retirement Annuity, and return it 
within the first seven days after delivery, or longer if your state law permits,
we will refund your Purchase Payment in full; during the remainder of the right 
to return period, we will refund the Contract Value (including charges).        

We will determine the Contract Value following the close of the business day on 
which we receive your Contract and a Written Request for a refund. Where state  
law requires a different period, or the return of Purchase Payments or other    
variations of this provision, we will comply. Refer to your Contract for any    
state-specific information.                                                     

TERMINATION                                                                     

We reserve the right to terminate the Contract on any business day if your      
Contract Value as of that date is less than $1,000 and you have not made        
Purchase Payments for at least two years, unless otherwise specified by state   
law. Termination will not occur until 31 days after we have mailed notice of    
termination to your last known address and to any assignee of record. If we     
terminate the Contract, we will pay you the Cash Surrender Value less any       
applicable taxes. In certain states, we may be required to pay you the Contract 
Value.                                                                          

REQUIRED REPORTS                                                                

As often as required by law, but at least once in each Contract Year before the 
due date of the first annuity payment, we will furnish a report showing the     
number of Accumulation Units credited to the Contract and the corresponding     
Accumulation Unit value(s) as of the report date for each funding option to     
which the Contract Owner has allocated amounts during the applicable period. The
Company will keep all records required under federal and state laws.            

SUSPENSION OF PAYMENTS                                                          

The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
("the Exchange") is closed; (2) when trading on the Exchange is restricted; (3) 
when an emergency exists as determined by the SEC so that the sale of securities
held in the Separate Account may not reasonably occur or so that the Company may
not reasonably determine the value the Separate Account's net assets; or (4)    
during any other period when the SEC, by order, so permits for the protection of
security holders. Payments from the Fixed Account may be delayed up to 6 months.

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 THE SEPARATE ACCOUNTS

MetLife Insurance Company of Connecticut and MetLife Life and Annuity Company of
Connecticut each sponsor Separate Accounts: Fund ABD and Fund ABD II,           
respectively. References to "Separate Account" refer either to Fund ABD or Fund 
ABD II, depending on the issuer of your Contract. Both Fund ABD and Fund ABD II 
were established on October 17, 1995 and are registered with the SEC as unit    
investment trusts (Separate Account) under the Investment Company Act of 1940,  
as amended. We will invest Separate Account assets attributable to the Contracts
exclusively in the shares of the Variable Funding Options.                      

We hold the assets of Fund ABD and Fund ABD II for the exclusive and separate   
benefit of the owners of each Separate Account, according to the laws of        
Connecticut. Income, gains and losses, whether or not realized, from assets     
allocated to the Separate Account are, in accordance with the Contracts,        
credited to or charged against the Separate Account without regard to other     
income, gains and losses of the Company. The assets held by the Separate Account
are not chargeable with liabilities arising out of any other business that we   
may conduct. Obligations under the Contract are obligations of the Company.     

All investment income and other distributions of the funding options are payable
to the Separate Account. We reinvest all such income and/or distributions in    
shares of the respective funding option at net asset value. Shares of the       
funding options are currently sold only to life insurance company separate      
accounts to fund variable annuity and variable life insurance contracts.        

Certain variable annuity separate accounts and variable life insurance separate 
accounts may invest in the funding options simultaneously (called "mixed" and   
"shared" funding). It is conceivable that in the future it may be               
disadvantageous to do so. Although the Company and the Variable Funding Options 
do not currently foresee any such disadvantages either to variable annuity      
contract owners or variable life policy owners, each Underlying Fund's Board of 
Directors intends to monitor events in order to identify any material conflicts 
between them and to determine what action, if any, should be taken. If a Board  
of Directors was to conclude that separate funds should be established for      
variable life and variable annuity separate accounts, the variable annuity      
contract owners would not bear any of the related expenses, but variable annuity
contract owners and variable life insurance policy owners would no longer have  
the economies of scale resulting from a larger combined fund.                   

We reserve the right to transfer assets of the Separate Account to another      
separate account, and to modify the structure or operation of the Separate      
Account, subject to the necessary regulatory approvals. If we do so, we         
guarantee that the modification will not affect your Contract Value.            

PERFORMANCE INFORMATION                                                         

In advertisements for the Contract, we may include performance figures to show  
you how a Variable Funding Option has performed in the past. These figures are  
rates of return or yield quotations shown as a percent. These figures show past 
performance of a Variable Funding Option and are not an indication of how a     
Variable Funding Option will perform in the future.                             

Our advertisements may show performance figures assuming that you do not elect  
any optional features such as the E.S.P. However, if you elect any of these     
optional features, they involve additional charges that will serve to decrease  
the performance of your Variable Funding Options. You may wish to speak with    
your registered representative to obtain performance information specific to the
optional features you may wish to select.                                       

Performance figures for each Variable Funding Option are based in part on the   
performance of a corresponding Underlying Fund. In some cases, the Underlying   
Fund may have existed before the technical inception of the corresponding       
Variable Funding Option. In those cases, we can create "hypothetical historical 
performance" of a Variable Funding Option. These figures show the performance   
that the Variable Funding Option would have achieved had it been available      
during the entire history of the Underlying Fund.                               

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In a low interest rate environment, yields for money market Subaccounts, after  
deduction of the Mortality and Expense Risk Charge, Administrative Expense      
Charge and the charge for any optional benefit riders (if applicable), may be   
negative even though the Underlying Fund's yield, before deducting for such     
charges, is positive. If you allocate a portion of your Contract Value to a     
money market Subaccount or participate in an asset allocation program where     
Contract Value is allocated to a money market Subaccount under the applicable   
asset allocation model, that portion of your Contract Value may decrease in     
value.                                                                          

FEDERAL TAX CONSIDERATIONS

The following general discussion of the federal income tax consequences related 
to your investment in this Contract is not intended to cover all situations, and
is not meant to provide tax or legal advice. Because of the complexity of the   
law and the fact that the tax results will vary depending on many factors, you  
should consult your tax and/or legal adviser regarding the tax implications of  
purchasing this Contract based upon your individual situation. For further tax  
information, an additional discussion of certain tax matters is contained in the
SAI.                                                                            

GENERAL TAXATION OF ANNUITIES                                                   

Congress has recognized the value of saving for retirement by providing certain 
tax benefits, in the form of tax deferral, for premiums paid under an annuity   
and permitting tax-free transfers between the various investment options offered
under the Contract. The Internal Revenue Code ("Code") governs how earnings on  
your investment in the Contract are ultimately taxed, depending upon the type of
contract, qualified or non-qualified, and the manner in which the money is      
distributed, as briefly described below. In analyzing the benefits of tax       
deferral it is important to note that the Jobs and Growth Tax Relief            
Reconciliation Act of 2003 amended Code Section 1 to reduce the marginal tax    
rates on long-term capital gains and dividends to 5% and 15%, respectively. The 
reduced rates apply during 2003 through 2008, and thereafter will increase to   
prior levels. 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 dividends. Earnings under annuity contracts, like interest payable on 
fixed investments (notes, bonds, etc.) continue to be taxed as ordinary income  
(top rate of 35%).                                                              

STATE AND LOCAL TAXES. The rules for state and local income taxes may differ    
from the federal income tax rules. Purchasers and prospective purchasers of the 
Contract should consult their own tax advisors and the law of the applicable    
taxing jurisdiction to determine what rules and tax benefits apply to the       
contract.                                                                       

PENALTY TAX FOR PREMATURE DISTRIBUTIONS. For both Qualified and Non-qualified   
Contracts, taxable distributions taken before the Contract Owner has reached the
age of 59-1/2 will be subject to a 10% additional tax penalty unless the        
distribution is taken in a series of periodic distributions, for life or life   
expectancy, or unless the distribution follows the death or disability of the   
Contract Owner. Other exceptions may be available in certain qualified plans.   
The 10% tax penalty is in addition to any other penalties that may apply under  
your Contract and the normal income taxes due on the distribution.              

TAX-FREE EXCHANGES. Code Section 1035 provides that, if certain conditions are  
met, no gain or loss is recognized when an annuity contract is received in      
exchange for a life insurance, endowment, or annuity contract. Since different  
annuity contracts have different expenses, fees and benefits, a tax-free        
exchange could result in your investment becoming subject to higher or lower    
fees and/or expenses.                                                           

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        

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included in the gross estate may be the value of the lump sum payable to the    
designated beneficiary or the actuarial value of the payments to be received by 
the beneficiary. Consult an estate planning advisor 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 the Company to deduct the tax from your Contract or from any   
applicable payment and pay it directly to the IRS.                              

TYPES OF CONTRACTS: QUALIFIED AND NON-QUALIFIED                                 

QUALIFIED ANNUITY CONTRACTS                                                     

If you purchase your Contract with proceeds of an eligible rollover distribution
from any tax-qualified employee pension or retirement savings plan or individual
retirement annuity (IRA), your Contract is referred to as a Qualified Contract. 
Some examples of Qualified Contracts are: IRAs (including Roth IRAs), tax       
sheltered annuities established by public school systems or certain tax exempt  
organizations under Code Section 403(b), corporate-sponsored pension, retirement
savings and profit sharing plans (including 401(k) plans), Keogh Plans (for     
self-employed individuals), and certain other qualified deferred compensation   
plans. The rights and benefits under a Qualified Contract may be limited by the 
terms of the retirement plan, regardless of the terms and conditions of the     
Contract. Plan participants making contributions to Qualified Contracts will be 
subject to the required minimum distribution rules as provided by the Code and  
described below. All qualified plans (including IRAs) receive tax-deferral under
the Code. Although there are no additional tax benefits to funding your         
qualified plan or IRA with an annuity, it does offer you additional insurance   
benefits, such as the availability of a guaranteed income for life.             

TAXATION OF QUALIFIED ANNUITY CONTRACTS                                         

Under a qualified annuity, since amounts paid into the Contract generally have  
not yet been taxed, the full amount of any distributions (including the amount  
attributable to Purchase Payments), whether paid in the form of lump sum        
withdrawals or Annuity Payments, are generally taxed at ordinary income tax     
rates unless the distribution is transferred to an eligible rollover account or 
contract. There are special rules which govern the taxation of Qualified        
Contracts, including withdrawal restrictions, requirements for mandatory        
distributions, and contribution limits. Amounts rolled over to the Contract from
other qualified funding vehicles generally are not subject to current taxation. 

HURRICANE RELIEF                                                                

LOANS. Your plan may provide for increased limits and delayed repayment of      
participant loans, where otherwise permitted by your plan, pursuant to the      
Katrina Emergency Tax Relief Act of 2005 and the Gulf Opportunity Zone Act of   
2005. An eligible retirement plan other than an IRA may allow a plan loan to    
delay loan repayment by certain individuals impacted by Hurricanes Katrina, Rita
and Wilma , whose principal places of abode on certain dates were located in    
statutorily defined disaster areas and who sustained an economic loss due to the
hurricane. Generally, if the due date for any repayment with respect to such    
loan occurs during a period beginning on September 23, 2005 (for purposes of    
Hurricane Katrina) or October 23, 2005 (for purposes of Hurricanes Rita and     
Wilma) and ending on December 31, 2006, then such due date may be delayed for   
one year. Note: For purposes of these loan rules, an individual cannot be a     
qualified individual with respect to more than one hurricane. Consult your tax  
advisor to determine if hurricane relief is available to your particular        
situation.                                                                      

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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 participants who are 5% or more owners of the plan sponsor). 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.                                   

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 five years  
from the date of death or minimum distributions may be taken over the life      
expectancy of the individual beneficiaries (or in the case of certain trusts    
that are contract beneficiaries, over the life expectancy of the individuals who
are the beneficiaries of the trust), provided such distributions are payable at 
least annually and begin within one year from the date of death. Special rules  
apply where the beneficiary is the surviving spouse, which allow the spouse to  
assume the Contract and defer the minimum distribution requirements.            

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, including the Earnings Preservation Benefit, as well as all living  
benefits such as GMIB and GMWB) must be added to the account value in computing 
the amount required to be distributed over the applicable period. We will       
provide you with additional information as to the amount of your interest in the
Contract that is subject to required minimum distributions under this new rule  
and either compute the required amount for you or offer to do so at your        
request. The new rules are not entirely clear and you should consult your       
personal tax advisor as to how these rules affect your Contract.                

NOTE TO PARTICIPANTS IN QUALIFIED PLANS INCLUDING 401, 403(B), 457 AS WELL AS   
IRA OWNERS: While annual plan contribution limits may be increased from time to 
time by Congress and the IRS for federal income tax purposes, these limits must 
be adopted by each state for any higher limits to be effective at a state income
tax level. In other words, the permissible contribution limits for federal and  
state income tax purposes may be different. Therefore, in certain states, a     
portion of the contributions may not be excludible or deductible from state     
income taxes. Please consult your employer or tax adviser regarding this issue. 

INDIVIDUAL RETIREMENT ANNUITIES                                                 

To the extent of earned income for the year and not exceeding the applicable    
limit for the taxable year, an individual may make deductible contributions to  
an individual retirement annuity (IRA). The applicable limit ($2,000 per year   
prior to 2002) has been increased by the Economic Growth and Tax Relief         
Reconciliation Act of 2001 ("EGTRRA"). The limit is $3,000 for calendar years   
2002-2004, $4,000 for calendar years 2005-2007, and will be indexed for         
inflation in years subsequent to 2008. Additional "catch-up contributions" may  
be made to an IRA by individuals age 50 or over. There are certain limits on the
deductible amount based on the adjusted gross income of the individual and      
spouse and on their participation in a retirement plan. If an individual is     
married and the spouse is not employed, the individual may establish IRAs for   
the individual and spouse. Purchase Payments may then be made annually into IRAs
for both spouses in the maximum amount of 100% of earned income up to a combined
limit based on the individual limits outlined above.                            

Deductible contributions to an IRA and Roth IRA for the year must be aggregated 
for purposes of the individual Code Section 408A limits and the Code Section 219
limits (age 50+catch-up).                                                       

Partial or full distributions are treated as ordinary income, except that       
amounts contributed after 1986 on a non-deductible basis are not includable in  
income when distributed. An additional tax of 10% will apply to any taxable     
distribution from the IRA that is received by the participant before the age of 
59 1/2 except by reason of death, disability or as part of a series of payments 
for life or life expectancy. Distributions must commence by April 1st of the    
calendar year after the close of the calendar year in which the individual      
attains the age of 70 1/2. Certain other mandatory distribution rules apply on  
the death of the individual. The individual must maintain personal and tax      
return records of any non-deductible contributions and distributions.           

Section 408 (k) of the Code provides for the purchase of a Simplified Employee  
Pension (SEP) plan. A SEP is funded through an IRA and can accept an annual     
employer contribution limited to the lesser of $42,000 or 100% of pay for each  
participant in 2005 ($44,000 for 2006).                                         

ROTH IRAs                                                                       

Effective January 1, 1998, Section 408A of the Code permits certain individuals 
to contribute to a Roth IRA. Eligibility to make contributions is based upon    
income, and the applicable limits vary based on marital status and/or whether   
the contribution is a rollover contribution from another IRA or an annual       
contribution. Contributions to a Roth IRA, which are subject to certain         
limitations, (similar to the annual limits for traditional IRAs), are not       
deductible and must be made in cash or as a rollover or transfer from another   
Roth IRA or other IRA. A conversion of "traditional" IRA to a Roth IRA may be   
subject to tax and other special rules apply. You should consult a tax adviser  
before combining any converted amounts with other Roth IRA contributions,       
including any other conversion amounts from other tax years.                    

Qualified distributions from a Roth IRA are tax-free. A qualified distribution  
requires that the Roth IRA has been held for at least 5 years, and the          
distribution is made after age 59 1/2, on death or disability of the owner, or  
for a limited amount ($10,000) for a qualified first time home purchase for the 
owner or certain relatives. 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 five taxable years starting with the year in which the first contribution
is made to the Roth IRA.                                                        

NON-QUALIFIED ANNUITY CONTRACTS                                                 

If you purchase the Contract on an individual basis with after-tax dollars and  
not under one of the programs described above, your Contract is referred to as  
non-qualified. As the owner of a non-qualified annuity, you do not receive any  
tax benefit (deduction or deferral of income) on Purchase Payments, but you will
not be taxed on increases in the value of your Contract until a distribution    
occurs -- either as a withdrawal made prior to the Maturity Date or in the form 
of periodic Annuity Payments. As a general rule, there is income in the Contract
(earnings) to the extent the Contract Value exceeds your investment in the      
Contract. The investment in the Contract equals the total Purchase Payments less
any amount received previously which was excludible from gross income.          

Generally, different tax rules apply to Annuity Payments than to withdrawals and
payments received before the annuity starting date. When a withdrawal is made,  
you are taxed on the amount of the withdrawal that is considered earnings under 
federal tax laws.                                                               

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Similarly, when you receive an Annuity Payment, part of each periodic payment is
considered a return of your Purchase Payments and will not be taxed, but the    
remaining portion of the Annuity Payment (i.e., any earnings) will be considered
ordinary income for federal income tax purposes. Annuity Payments are subject to
an "excludable amount" or "exclusion ratio" which determines how much of each   
payment is treated as:                                                          

-     a non-taxable return of your purchase payment; or             

-     a taxable payment of earnings.                                

We generally will tell you how much of each Annuity Payment is a non-taxable    
return of your Purchase Payments. However, it is possible that the IRS could    
conclude that the taxable portion of Annuity Payments under a non-qualified     
contract is an amount greater (or less) than the taxable amount determined by us
and reported by us to you and the IRS. Generally, once the total amount treated 
as a non-taxable return of your Purchase Payments equals your Purchase Payments,
then all remaining payments are fully taxable. We will withhold a portion of the
taxable amount of your Annuity Payment for income taxes, unless you elect       
otherwise. The amount we withhold is determined by the Code.                    

Code Section 72(s) requires that non-qualified annuity contracts meet minimum   
mandatory distribution requirements upon the death of the Contract Owner,       
including the death of either of the Joint Owners. If these requirements are not
met, the Contract will not be treated as an annuity contract for federal income 
tax purposes and earnings under the Contract will be taxable currently, not when
distributed. The distribution required depends, among other things, upon whether
an annuity option is elected or whether the succeeding Contract Owner is the    
surviving spouse. We will administer contracts in accordance with these rules   
and we will notify you when you should begin receiving payments. There is a more
complete discussion of these rules in the SAI.                                  

If a non-qualified annuity is owned by a non-natural person (e.g., a            
corporation), increases in the value of the Contract attributable to Purchase   
Payments made after February 28, 1986 are includable in income annually and     
taxed at ordinary income tax rates. Furthermore, for contracts issued after     
April 22, 1987, if the Contract is transferred to another person or entity      
without adequate consideration, all deferred increases in value will be treated 
as income for federal income tax purposes at the time of the transfer.          

PARTIAL WITHDRAWALS: If you make a partial withdrawal of your Contract Value,   
the distribution generally will be taxed as first coming from earnings (income  
in the Contract) and then from your Purchase Payments. These withdrawn earnings 
are includable in your taxable income. (See Penalty Tax for Premature           
Distributions below.) Any direct or indirect borrowing against the value of the 
Contract or pledging of the Contract as security for a loan will be treated as a
cash distribution under the tax law, and will have tax consequences in the year 
taken. It should be noted that there is no guidance as to the determination of  
the amount of income in a Contract if it is issued with a Guaranteed Minimum    
Withdrawal Benefit (GMWB). Therefore, you should consult with your tax adviser  
as to the potential tax consequences of a partial surrender if your Contract is 
issued with a GMWB.                                                             

PARTIAL ANNUITIZATIONS: At the present time the IRS has not approved the use of 
an exclusion ratio or exclusion amount when only part of your Contract Value is 
applied to a payment option. Currently, we will treat the application of less   
than your entire Contract Value under a Non-qualified Contract to a payment     
option (i.e. taking Annuity Payments) as a taxable withdrawal for federal income
tax purposes (which may also be subject to the 10% penalty tax if you are under 
age 59-1/2). We will then treat the amount of the withdrawal (after any         
deductions for taxes) as the purchase price of an income annuity and tax report 
the income payments received that annuity under the rules for variable income   
annuities. Consult your tax attorney prior to partially annuitizing your        
Contract.                                                                       

We will determine the excludable amount for each income payment under the       
Contract as a whole by using the rules applicable to variable income payments in
general (i.e. by dividing your after-tax purchase price, as adjusted for any    
refund or guarantee feature, by the number of                                   

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expected income payments from the appropriate IRS table). However, the IRS may  
determine that the excludable amount is different from our computation.         

The tax law treats all non-qualified deferred annuities issued after October 21,
1988 by the same company (or its affiliates) to the same owner during any one   
calendar year as one annuity. This may cause a greater portion of your          
withdrawals from the Deferred Annuity to be treated as income than would        
otherwise be the case. Although the law is not clear, the aggregation rule may  
also adversely affect the tax treatment of payments received under an income    
annuity where the owner has purchased more than one non-qualified annuity during
the same calendar year from the same or an affiliated company after October 21, 
1988, and is not receiving income payments from all annuities at the same time. 

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES                             

The Code requires that any non-qualified variable annuity contracts based on a  
Separate Account must meet specific diversification standards. Non-qualified    
variable annuity contracts shall not be treated as an annuity for federal income
tax purposes if investments made in the account are not adequately diversified. 
Final tax regulations define how Separate Accounts must be diversified. The     
Company constantly monitors the diversification of investments and believes that
its accounts are adequately diversified. The consequence of any failure to      
diversify is essentially the loss to the Contract Owner of tax-deferred         
treatment, requiring the current inclusion of a proportionate share of the      
income and gains from the Separate Account assets in the income of each Contract
Owner. The Company intends to administer all contracts subject to this provision
of law in a manner that will maintain adequate diversification.                 

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 Separate 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.                                                                   

TAXATION OF DEATH BENEFIT PROCEEDS                                              

Amounts may be distributed from a Non-qualified Contract because of the death of
an owner or Annuitant. Generally, such amounts are includable in the income of  
the recipient as follows: (i) if distributed in a lump sum, they are taxed in   
the same manner as a full surrender of the Contract; or (ii) if distributed     
under a payment option, they are taxed in the same way as Annuity Payments.     

OTHER TAX CONSIDERATIONS                                                        

TREATMENT OF CHARGES FOR OPTIONAL BENEFITS                                      

The Contract may provide one or more optional enhanced death benefits or other  
minimum guaranteed benefit that in some cases may exceed the greater of purchase
price or the Contract Value. It is possible that the Internal Revenue Service   
may take the position that the charges for the optional enhanced benefit(s) are 
deemed to be taxable distributions to you. Although we do not believe that a    
charge under such optional enhanced benefit should be treated as a taxable      
withdrawal, you should consult with your tax adviser before selecting any rider 
or endorsement to the Contract.                                                 

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GUARANTEED BENEFITS. If you have purchased a GMWB, where otherwise made         
available, note the following:                                                  

The tax treatment of withdrawals under such a benefit is uncertain. It is       
conceivable that the amount of potential gain could be determined based on the  
remaining amounts guaranteed to be available for withdrawal at the time of the  
withdrawal if greater than the account balance (prior to surrender charges).    
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
account balance rather than the remaining benefit to determine gain. However, in
cases where the maximum permitted withdrawal in any year under any version of   
the GMWB exceeds the account balance, 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.         

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

PUERTO RICO TAX CONSIDERATIONS                                                  

The Puerto Rico Internal Revenue Code of 1994 (the "1994 Code") taxes           
distributions from non-qualified annuity contracts differently than in the U.S. 
Distributions that are not in the form of an annuity (including partial         
surrenders and period certain payments) are treated under the 1994 Code first as
a return of investment. Therefore, a substantial portion of the amounts         
distributed generally will be excluded from gross income for Puerto Rico tax    
purposes until the cumulative amount paid exceeds your tax basis. The amount of 
income on annuity distributions (payable over your lifetime) is also calculated 
differently under the 1994 Code. Since Puerto Rico residents are also subject to
U.S. income tax on all income other than income sourced to Puerto Rico and the  
Internal Revenue Service issued guidance in 2004 which indicated that the income
from an annuity contract issued by a U.S. life insurer would be considered U.S. 
source income, the timing of recognition of income from an annuity contract     
could vary between the two jurisdictions. Although the 1994 Code provides a     
credit against the Puerto Rico income tax for U.S. income taxes paid, an        
individual may not get full credit because of the timing differences. You should
consult with a personal tax adviser regarding the tax consequences of purchasing
an annuity contract and/or any proposed distribution, particularly a partial    
distribution or election to annuitize.                                          

NON-RESIDENT ALIENS                                                             

Distributions to non resident aliens ("NRAs") are subject to special and complex
tax and withholding rules under the Code with respect to U.S. source income,    
some of which are based upon the particular facts and circumstances of the      
Contract Owner, the beneficiary and the transaction itself. As stated above, the
IRS has taken the position that income from the Contract received by NRAs is    
considered U.S. source income. In addition, Annuity Payments to NRAs in many    
countries are exempt from U.S. tax (or subject to lower rates) based upon a tax 
treaty, provided that the Contract Owner complies with the applicable           
requirements. NRAs should seek guidance from a tax adviser regarding their      
personal situation.                                                             

 OTHER INFORMATION

THE INSURANCE COMPANIES                                                         

Please refer to your Contract to determine which Company issued your Contract.  

MetLife Insurance Company of Connecticut (formerly, The Travelers Insurance     
Company) is a stock insurance company chartered in 1863 in Connecticut and      
continuously engaged in the insurance business since that time. It is licensed  
to conduct life insurance business in all states of the United States, the      
District of Columbia, Puerto Rico, Guam, the U.S. and British Virgin Islands and
the                                                                             

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Bahamas. The Company is a wholly-owned subsidiary of MetLife, Inc., a           
publicly-traded company. MetLife, Inc., through its subsidiaries and affiliates,
is a leading provider of insurance and other financial services to individual   
and institutional customers. The Company's Home Office is located at One        
Cityplace, Hartford, Connecticut 06103-3415.                                    

MetLife Life and Annuity Company of Connecticut (formerly, The Travelers Life   
and Annuity Company ) is a stock insurance company chartered in 1973 in         
Connecticut and continuously engaged in the insurance business since that time. 
It is licensed to conduct life insurance business in all states of the United   
States (except New York), the District of Columbia and Puerto Rico. The Company 
is an indirect wholly-owned subsidiary of MetLife, Inc., a publicly-traded      
company. The Company's Home Office is located at One Cityplace, Hartford,       
Connecticut 06103-3415.                                                         

FINANCIAL STATEMENTS                                                            

The financial statements for the Company and its Separate Account are located in
the Statement of Additional Information.                                        

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS                                      

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT. MetLife Insurance Company of 
Connecticut and MetLife Life and Annuity Company of Connecticut (together the   
"Company") have appointed MLI Distribution LLC ("MLIDLLC") (formerly, Travelers 
Distribution LLC) to serve as the principal underwriter and distributor of the  
securities offered through this Prospectus, pursuant to the terms of a          
Distribution and Principal Underwriting Agreement. MLIDLLC, which is an         
affiliate of the Company, also acts as the principal underwriter and distributor
of other variable annuity contracts and variable life insurance policies issued 
by the Company and its affiliated companies. The Company reimburses MLIDLLC for 
expenses MLIDLLC incurs in distributing the Contracts (e.g. commissions payable 
to retail broker-dealers who sell the Contracts). MLIDLLC does not retain any   
fees under the Contracts; however, MLIDLLC may receive 12b-1 fees from the      
Underlying Funds.                                                               

MLIDLLC's principal executive offices are located at One Cityplace, Hartford,   
Connecticut 06103. MLIDLLC is registered as a broker-dealer with the Securities 
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as   
well as the securities commissions in the states in which it operates, and is a 
member of the National Association of Securities Dealers, Inc. ("NASD").        

MLIDLLC and the Company enter into selling agreements with affiliated and       
unaffiliated broker-dealers who are registered with the SEC and are members of  
the NASD, and with entities that may offer the Contracts but are exempt from    
registration. Applications for the Contract are solicited by registered         
representatives who are associated persons of such broker-dealer firms. Such    
representatives act as appointed agents of the Company under applicable state   
insurance law and must be licensed to sell variable insurance products. The     
Company no longer offers the Contracts to new purchasers, but it continues to   
accept Purchase Payments from existing Contract Owners.                         

COMPENSATION. Broker-dealers who have selling agreements with MLIDLLC and the   
Company are paid compensation for the promotion and sale of the Contracts.      
Registered representatives who solicit sales of the Contract typically receive a
portion of the compensation payable to the broker-dealer firm. The amount the   
registered representative receives depends on the agreement between the firm and
the registered representative. This agreement may also provide for the payment  
of other types of cash and non-cash compensation and other benefits. A          
broker-dealer firm or registered representative of a firm may receive different 
compensation for selling one product over another and/or may be inclined to     
favor one product provider over another product provider due to differing       
compensation rates.                                                             

We generally pay compensation as a percentage of Purchase Payments invested in  
the Contract. Alternatively, we may pay lower compensation on Purchase Payments 
but pay periodic asset-                                                         

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based compensation based on all or a portion of the Contract Value. The amount  
and timing of compensation may vary depending on the selling agreement but is   
not expected to exceed 7.50% of Purchase Payments (if up-front compensation is  
paid to registered representatives) and up to 1.50% annually of average Contract
Value (if asset-based compensation is paid to registered representatives).      

The Company and MLIDLLC have also entered into preferred distribution           
arrangements with certain broker-dealer firms. These arrangements are sometimes 
called "shelf space" arrangements. Under these arrangements, the Company and    
MLIDLLC pay separate, additional compensation to the broker-dealer firm for     
services the broker-dealer provides in connection with the distribution of the  
Company's products. These services may include providing the Company with access
to the distribution network of the broker-dealer, the hiring and training of the
broker-dealer's sales personnel, the sponsoring of conferences and seminars by  
the broker-dealer, or general marketing services performed by the broker-dealer.
The broker-dealer may also provide other services or incur other costs in       
connection with distributing the Company's products.                            

These preferred distribution arrangements will not be offered to all            
broker-dealer firms and the terms of such arrangements may differ between       
broker-dealer firms. Compensation payable under such arrangements may be based  
on aggregate, net or anticipated sales of the Contracts, total assets           
attributable to sales of the Contract by registered representatives of the      
broker-dealer firm or based on the length of time that a Contract Owner has     
owned the Contract. Any such compensation payable to a broker-dealer firm will  
be made by MLIDLLC or the Company out of their own assets and will not result in
any additional direct charge to you. Such compensation may cause the            
broker-dealer firm and its registered representatives to favor the Company's    
products. The Company and MLIDLLC have entered into a preferred distribution    
arrangement with Citigroup Global Markets Inc. (f/k/a Smith Barney) and         
Citicorp Investment Services, Inc., the only broker-dealer firms that are       
authorized by the Company and MLIDLLC to offer the Contracts. See the "Statement
of Additional Information--DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT"   
for a list of the broker-dealer firms that received such additional             
compensation during 2005, as well as the range of additional compensation paid. 

The Company and MLIDLLC have entered into selling agreements with certain       
broker-dealer firms that have an affiliate that acts as investment adviser or   
sub-adviser to one or more Underlying Funds that may be offered under the       
Contracts. These investment advisory firms include Fidelity Management &        
Research Company, Morgan Stanley Investment Advisers Inc., Merrill Lynch        
Investment Managers, L.P., MetLife Investment Funds Management LLC, MetLife     
Advisers, LLC and Met Investors Advisory LLC. MetLife Investment Funds          
Management LLC, MetLife Advisers, LLC and Met Investors Advisory LLC are        
affiliates of the Company. Registered representatives of broker-dealer firms    
with an affiliated company acting as an adviser or a sub-adviser may favor these
Funds when offering the Contracts.                                              

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CONFORMITY WITH STATE AND FEDERAL LAWS                                          

The laws of the state in which we deliver a Contract govern that Contract. Where
a state has not approved a Contract feature or funding option, it will not be   
available in that state. Any paid-up annuity, Cash Surrender Value or death     
benefits that are available under the Contract are not less than the minimum    
benefits required by the statutes of the state in which we delivered the        
Contract. We reserve the right to make any changes, including retroactive       
changes, in the Contract to the extent that the change is required to meet the  
requirements of any law or regulation issued by any governmental agency to which
the Company, the Contract or the Contract Owner is subject.                     

VOTING RIGHTS                                                                   

The Company is the legal owner of the shares of the Underlying Funds. However,  
we believe that when an Underlying Fund solicits proxies in conjunction with a  
vote of shareholders we are required to obtain from you and from other owners   
instructions on how to vote those shares. We will vote all shares, including    
those we may own on our own behalf, and those where we have not received        
instructions from Contract Owners, in the same proportion as shares for which we
received voting instructions. Should we determine that we are no longer required
to comply with the above, we will vote on the shares in our own right. In       
certain limited circumstances, and when permitted by law, we may disregard      
voting instructions. If we do disregard voting instructions, a summary of that  
action and the reasons for such action would be included in the next annual     
report to Contract Owners.                                                      

RESTRICTIONS ON FINANCIAL TRANSACTIONS                                          

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

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LEGAL PROCEEDINGS                                                               

In the ordinary course of business, the Company, 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, the Company does not believe any
such action or proceeding will have a material adverse effect upon the Separate 
Account or upon the ability of MLIDLLC to perform its contract with the Separate
Account or of the Company to meet its obligations under the Contracts.          

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APPENDIX A
 CONDENSED FINANCIAL INFORMATION

 METLIFE OF CT FUND ABD FOR VARIABLE ANNUITIES
 ACCUMULATION UNIT VALUES (IN DOLLARS)

The following Accumulation Unit Value ("AUV") information should be read in     
conjunction with the Separate Account's audited financial statement and notes,  
which are included in the Statement of Additional Information ("SAI"). The first
table provides the AUV information for the MINIMUM Separate Account Charge      
available under the Contract. The second table provides the AUV information for 
the MAXIMUM Separate Account Charge available under the Contract. The Separate  
Account Charges that fall in between this range are included in the SAI, which  
is free of charge. You may request a copy of the SAI by calling the toll-free   
number found on the first page of this prospectus or by mailing in the coupon   
attached in Appendix D. Please refer to the Fee Table section of this prospectus
for more information on Separate Account Charges.                               

SEPARATE ACCOUNT CHARGES 1.40%

                                                        [Enlarge/Download Table]

                                                         UNIT VALUE AT                 NUMBER OF UNITS
                                                         BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                 PORTFOLIO NAME                    YEAR       YEAR       END OF YEAR     END OF YEAR  
-------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                      
   Capital Appreciation Fund (4/97)                2005      1.865          2.174         20,519,771  
                                                   2004      1.583          1.865         23,444,034  
                                                   2003      1.285          1.583         26,729,382  
                                                   2002      1.739          1.285         30,618,827  
                                                   2001      2.387          1.739         37,797,218  
                                                   2000      3.098          2.387         37,804,248  
                                                   1999      2.046          3.098         25,971,911  
                                                   1998      1.283          2.046         10,561,314  
                                                   1997      1.032          1.283            870,525  
                                                   1996      1.000          1.032                  -  

   Money Market Portfolio (7/97)                   2005      1.175          1.192         14,781,794  
                                                   2004      1.179          1.175         19,265,493  
                                                   2003      1.187          1.179         26,060,260  
                                                   2002      1.187          1.187         37,562,237  
                                                   2001      1.160          1.187         40,133,062  
                                                   2000      1.107          1.160         15,545,185  
                                                   1999      1.070          1.107         16,750,270  
                                                   1998      1.033          1.070          9,244,927  
                                                   1997      1.000          1.033            345,682  

AIM Variable Insurance Funds                                                                          
   AIM V.I. Premier Equity Fund - Series I (9/00)  2005      0.668          0.696          5,434,277  
                                                   2004      0.640          0.668          6,216,851  
                                                   2003      0.519          0.640          6,961,089  
                                                   2002      0.755          0.519          7,491,542  
                                                   2001      0.875          0.755          7,280,717  
                                                   2000      1.000          0.875          1,020,328  

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 ACCUMULATION UNIT VALUES (IN DOLLARS)

SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
AllianceBernstein Variable Product Series Fund, Inc.                                                          
   AllianceBernstein Large-Cap Growth Portfolio - Class B                                                     
   (5/00)                                                  2005      0.567          0.642         12,264,209  
                                                           2004      0.531          0.567         14,267,431  
                                                           2003      0.436          0.531         15,968,585  
                                                           2002      0.640          0.436         18,860,012  
                                                           2001      0.786          0.640         21,249,041  
                                                           2000      1.000          0.786          8,906,509  

Credit Suisse Trust                                                                                           
   Credit Suisse Trust Emerging Markets Portfolio (6/98)   2005      1.195          1.507          2,014,405  
                                                           2004      0.970          1.195          1,952,627  
                                                           2003      0.688          0.970          2,025,657  
                                                           2002      0.789          0.688          2,659,825  
                                                           2001      0.886          0.789          2,463,748  
                                                           2000      1.313          0.886          2,477,705  
                                                           1999      0.734          1.313            892,012  
                                                           1998      1.000          0.734            223,688  

Delaware VIP Trust                                                                                            
   Delaware VIP REIT Series - Standard Class (6/98)        2005      2.123          2.244          4,181,107  
                                                           2004      1.639          2.123          4,852,394  
                                                           2003      1.240          1.639          4,631,163  
                                                           2002      1.203          1.240          4,187,869  
                                                           2001      1.121          1.203          1,959,474  
                                                           2000      0.866          1.121            732,010  
                                                           1999      0.901          0.866            357,910  
                                                           1998      1.000          0.901             96,983  

Dreyfus Variable Investment Fund                                                                              
   Dreyfus VIF - Appreciation Portfolio - Initial Shares                                                      
   (5/98)                                                  2005      1.089          1.121          7,798,581  
                                                           2004      1.051          1.089          9,090,416  
                                                           2003      0.880          1.051         10,276,258  
                                                           2002      1.071          0.880         10,947,330  
                                                           2001      1.198          1.071         11,107,345  
                                                           2000      1.223          1.198         10,147,802  
                                                           1999      1.112          1.223          7,840,789  
                                                           1998      1.000          1.112          2,937,245  

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 ACCUMULATION UNIT VALUES (IN DOLLARS)

SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                      PORTFOLIO NAME                       YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Dreyfus VIF - Developing Leaders Portfolio - Initial                                                       
   Shares (5/98)                                           2005      1.244          1.298         11,125,651  
                                                           2004      1.133          1.244         12,500,426  
                                                           2003      0.872          1.133         13,746,841  
                                                           2002      1.094          0.872         13,477,877  
                                                           2001      1.182          1.094         11,594,005  
                                                           2000      1.058          1.182          6,798,006  
                                                           1999      0.871          1.058          3,387,052  
                                                           1998      1.000          0.871          1,435,805  

Greenwich Street Series Fund                                                                                  
   Appreciation Portfolio (6/97)                           2005      1.426          1.466         14,888,561  
                                                           2004      1.329          1.426         15,961,895  
                                                           2003      1.082          1.329         16,954,979  
                                                           2002      1.330          1.082         16,561,286  
                                                           2001      1.405          1.330         13,756,405  
                                                           2000      1.431          1.405          9,922,836  
                                                           1999      1.283          1.431          6,935,912  
                                                           1998      1.092          1.283          3,710,315  
                                                           1997      1.000          1.092            506,282  

   Diversified Strategic Income Portfolio (6/97)           2005      1.364          1.380          6,960,623  
                                                           2004      1.296          1.364          8,191,128  
                                                           2003      1.176          1.296         10,456,243  
                                                           2002      1.138          1.176         10,925,399  
                                                           2001      1.118          1.138         12,784,586  
                                                           2000      1.103          1.118         11,430,969  
                                                           1999      1.100          1.103         10,783,437  
                                                           1998      1.048          1.100          7,076,327  
                                                           1997      1.000          1.048            733,829  

   Equity Index Portfolio - Class II Shares (6/99)         2005      0.889          0.914         13,990,381  
                                                           2004      0.818          0.889         15,621,864  
                                                           2003      0.649          0.818         15,860,350  
                                                           2002      0.848          0.649         15,365,066  
                                                           2001      0.982          0.848         13,010,004  
                                                           2000      1.098          0.982          4,272,617  
                                                           1999      1.000          1.098            753,819  

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                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                      PORTFOLIO NAME                       YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Fundamental Value Portfolio (5/98)                      2005      1.440          1.488         23,517,339  
                                                           2004      1.350          1.440         25,754,075  
                                                           2003      0.987          1.350         26,495,994  
                                                           2002      1.272          0.987         27,230,503  
                                                           2001      1.362          1.272         17,065,180  
                                                           2000      1.146          1.362          4,380,339  
                                                           1999      0.953          1.146          1,958,751  
                                                           1998      1.000          0.953            708,254  

Janus Aspen Series                                                                                            
   Balanced Portfolio - Service Shares (5/00)              2005      1.004          1.066         10,647,659  
                                                           2004      0.941          1.004         12,240,173  
                                                           2003      0.839          0.941         14,072,516  
                                                           2002      0.911          0.839         14,830,766  
                                                           2001      0.972          0.911         13,475,207  
                                                           2000      1.000          0.972          4,934,773  

   Global Life Sciences Portfolio - Service Shares (5/00)  2005      0.907          1.004          3,155,118  
                                                           2004      0.805          0.907          3,476,009  
                                                           2003      0.647          0.805          3,630,574  
                                                           2002      0.931          0.647          3,729,488  
                                                           2001      1.135          0.931          4,102,883  
                                                           2000      1.000          1.135          1,951,454  

   Global Technology Portfolio - Service Shares (5/00)     2005      0.346          0.381          7,921,106  
                                                           2004      0.349          0.346         10,149,731  
                                                           2003      0.242          0.349         10,039,692  
                                                           2002      0.415          0.242         11,940,339  
                                                           2001      0.672          0.415         10,706,223  
                                                           2000      1.000          0.672          5,661,986  

   Worldwide Growth Portfolio - Service Shares (5/00)      2005      0.561          0.584         10,682,752  
                                                           2004      0.544          0.561         12,214,595  
                                                           2003      0.446          0.544         13,388,686  
                                                           2002      0.609          0.446         15,628,277  
                                                           2001      0.798          0.609         16,824,804  
                                                           2000      1.000          0.798          7,908,763  

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                                                        [Enlarge/Download Table]

                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                   BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                        YEAR       YEAR       END OF YEAR     END OF YEAR  
-----------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                
PIMCO Variable Insurance Trust                                                                                  
   Total Return Portfolio - Administrative Class (5/01)      2005      1.213          1.226         16,712,465  
                                                             2004      1.173          1.213         18,497,713  
                                                             2003      1.132          1.173         20,769,372  
                                                             2002      1.053          1.132         20,028,983  
                                                             2001      1.000          1.053          4,888,796  

Putnam Variable Trust                                                                                           
   Putnam VT Discovery Growth Fund - Class IB Shares (5/01)  2005      0.773          0.817            272,443  
                                                             2004      0.728          0.773            306,260  
                                                             2003      0.560          0.728            310,382  
                                                             2002      0.806          0.560            299,898  
                                                             2001      1.000          0.806            269,501  

   Putnam VT International Equity Fund - Class IB Shares                                                        
   (5/01)                                                    2005      1.011          1.118          2,117,519  
                                                             2004      0.882          1.011          2,056,976  
                                                             2003      0.696          0.882          1,956,203  
                                                             2002      0.857          0.696          3,980,191  
                                                             2001      1.000          0.857          1,555,346  

Salomon Brothers Variable Series Funds Inc.                                                                     
   All Cap Fund - Class I (10/98)                            2005      1.655          1.698         10,354,574  
                                                             2004      1.549          1.655         11,436,639  
                                                             2003      1.130          1.549         11,935,706  
                                                             2002      1.529          1.130         11,108,929  
                                                             2001      1.522          1.529          5,065,288  

   Investors Fund - Class I (6/98)                           2005      1.311          1.377         15,084,411  
                                                             2004      1.204          1.311         17,246,134  
                                                             2003      0.923          1.204         18,513,035  
                                                             2002      1.216          0.923         19,285,141  
                                                             2001      1.287          1.216         15,853,833  
                                                             2000      1.132          1.287          7,090,936  
                                                             1999      1.029          1.132          3,905,967  
                                                             1998      1.000          1.029          1,764,644  

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                                                     UNIT VALUE AT                 NUMBER OF UNITS
                                                     BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
               PORTFOLIO NAME                  YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                  
The Travelers Series Trust                                                                        
   AIM Capital Appreciation Portfolio (9/00)   2005      0.591          0.634          3,429,858  
                                               2004      0.563          0.591          4,221,518  
                                               2003      0.442          0.563          4,537,981  
                                               2002      0.588          0.442          5,204,466  
                                               2001      0.783          0.588          5,177,186  
                                               2000      1.000          0.783            980,787  

   Convertible Securities Portfolio (5/98)     2005      1.520          1.504          8,835,146  
                                               2004      1.450          1.520         10,337,381  
                                               2003      1.165          1.450         10,925,597  
                                               2002      1.270          1.165         11,385,903  
                                               2001      1.299          1.270          9,680,620  
                                               2000      1.170          1.299          3,349,925  
                                               1999      1.000          1.170          1,137,997  
                                               1998      1.000          1.000            458,699  

   Disciplined Mid Cap Stock Portfolio (6/97)  2005      2.146          2.380          4,699,533  
                                               2004      1.869          2.146          5,287,543  
                                               2003      1.417          1.869          5,505,923  
                                               2002      1.677          1.417          5,642,651  
                                               2001      1.773          1.677          5,089,354  
                                               2000      1.541          1.773          3,629,362  
                                               1999      1.377          1.541          2,663,507  
                                               1998      1.195          1.377          1,425,770  
                                               1997      1.000          1.195            120,880  

   Equity Income Portfolio (5/97)              2005      1.810          1.864         19,336,704  
                                               2004      1.670          1.810         22,752,381  
                                               2003      1.291          1.670         24,652,637  
                                               2002      1.521          1.291         25,581,166  
                                               2001      1.652          1.521         27,130,603  
                                               2000      1.535          1.652         22,535,737  
                                               1999      1.484          1.535         19,892,863  
                                               1998      1.339          1.484         12,301,819  
                                               1997      1.026          1.339            639,656  
                                               1996      1.000          1.026                  -  

   Federated High Yield Portfolio (5/97)       2005      1.464          1.480          8,626,242  
                                               2004      1.345          1.464          9,967,219  

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                                                        [Enlarge/Download Table]

                                                  UNIT VALUE AT                 NUMBER OF UNITS
                                                  BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
             PORTFOLIO NAME                 YEAR       YEAR       END OF YEAR     END OF YEAR  
------------------------------------------  ----  -------------  -------------  ---------------
                                                                                               
Federated High Yield Portfolio (continued)  2003      1.114          1.345         11,222,864  
                                            2002      1.089          1.114         10,745,854  
                                            2001      1.084          1.089         10,746,070  
                                            2000      1.196          1.084         10,245,417  
                                            1999      1.177          1.196         10,237,038  
                                            1998      1.140          1.177          7,715,310  
                                            1997      1.000          1.140            620,667  

Federated Stock Portfolio (5/97)            2005      1.737          1.804          4,173,260  
                                            2004      1.593          1.737          5,117,199  
                                            2003      1.266          1.593          5,608,556  
                                            2002      1.592          1.266          5,995,963  
                                            2001      1.588          1.592          6,935,446  
                                            2000      1.552          1.588          7,399,547  
                                            1999      1.494          1.552          7,710,739  
                                            1998      1.285          1.494          4,599,587  
                                            1997      1.000          1.285            352,550  

Large Cap Portfolio (6/97)                  2005      1.435          1.538         14,843,563  
                                            2004      1.366          1.435         17,524,614  
                                            2003      1.111          1.366         19,563,576  
                                            2002      1.459          1.111         21,047,549  
                                            2001      1.790          1.459         24,478,964  
                                            2000      2.123          1.790         22,306,844  
                                            1999      1.665          2.123         15,562,311  
                                            1998      1.245          1.665          6,662,550  
                                            1997      1.023          1.245            491,869  
                                            1996      1.000          1.023                  -  

MFS Emerging Growth Portfolio (4/97)        2005      1.259          1.221                  -  
                                            2004      1.132          1.259         11,721,289  
                                            2003      0.889          1.132         13,007,533  
                                            2002      1.371          0.889         14,219,510  
                                            2001      2.179          1.371         17,469,577  
                                            2000      2.766          2.179         16,347,854  
                                            1999      1.587          2.766         11,222,748  
                                            1998      1.198          1.587          5,891,811  
                                            1997      1.004          1.198            528,553  
                                            1996      1.000          1.004                  -  

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                                                     UNIT VALUE AT                 NUMBER OF UNITS
                                                     BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
             PORTFOLIO NAME                    YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                  
MFS Mid Cap Growth Portfolio (4/98)            2005      0.994          1.010         25,184,582  
                                               2004      0.883          0.994         14,951,676  
                                               2003      0.653          0.883         16,234,877  
                                               2002      1.295          0.653         17,198,804  
                                               2001      1.721          1.295         17,692,810  
                                               2000      1.595          1.721         10,884,619  
                                               1999      0.985          1.595          3,220,420  
                                               1998      1.000          0.985            696,846  

MFS Total Return Portfolio (5/97)              2005      1.765          1.792         34,709,362  
                                               2004      1.606          1.765         40,255,596  
                                               2003      1.397          1.606         42,355,172  
                                               2002      1.496          1.397         42,888,210  
                                               2001      1.517          1.496         38,437,801  
                                               2000      1.319          1.517         29,382,873  
                                               1999      1.303          1.319         27,173,225  
                                               1998      1.183          1.303         16,380,184  
                                               1997      1.000          1.183            962,287  

Mondrian International Stock Portfolio (5/97)  2005      1.153          1.245         10,978,822  
                                               2004      1.010          1.153         11,645,822  
                                               2003      0.796          1.010         12,049,553  
                                               2002      0.928          0.796         13,668,745  
                                               2001      1.275          0.928         15,755,872  
                                               2000      1.460          1.275         14,943,761  
                                               1999      1.216          1.460         10,264,070  
                                               1998      1.095          1.216          6,533,760  
                                               1997      1.027          1.095            849,629  
                                               1996      1.000          1.027                  -  

Strategic Equity Portfolio (6/97)              2005      1.403          1.412         16,374,889  
                                               2004      1.291          1.403         19,972,191  
                                               2003      0.988          1.291         22,746,591  
                                               2002      1.508          0.988         25,274,766  
                                               2001      1.765          1.508         31,918,323  
                                               2000      2.189          1.765         32,922,575  
                                               1999      1.679          2.189         25,024,627  
                                               1998      1.319          1.679         13,211,206  
                                               1997      1.037          1.319          1,062,634  
                                               1996      1.000          1.037                  -  

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                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                         YEAR       YEAR       END OF YEAR     END OF YEAR  
------------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                 
   Travelers Quality Bond Portfolio (5/97)                    2005      1.409          1.412         23,917,150  
                                                              2004      1.383          1.409         30,744,474  
                                                              2003      1.311          1.383         36,575,985  
                                                              2002      1.257          1.311         38,049,778  
                                                              2001      1.190          1.257         30,037,629  
                                                              2000      1.128          1.190         16,565,402  
                                                              1999      1.131          1.128         13,396,194  
                                                              1998      1.057          1.131          9,328,606  
                                                              1997      1.001          1.057            378,758  
                                                              1996      1.000          1.001                  -  

Travelers Series Fund Inc.                                                                                       
   Smith Barney Aggressive Growth Portfolio (5/01)            2005      0.903          0.994         30,287,420  
                                                              2004      0.833          0.903         32,536,441  
                                                              2003      0.628          0.833         32,805,043  
                                                              2002      0.945          0.628         31,569,639  
                                                              2001      1.000          0.945         11,974,631  

   Smith Barney Large Capitalization Growth Portfolio (5/01)  2005      0.970          1.006          4,321,426  
                                                              2004      0.980          0.970          4,478,365  
                                                              2003      0.673          0.980          4,314,762  
                                                              2002      0.908          0.673          2,968,586  
                                                              2001      1.000          0.908          1,184,451  

Van Kampen Life Investment Trust                                                                                 
   Comstock Portfolio - Class II Shares (12/00)               2005      1.215          1.247          7,096,647  
                                                              2004      1.049          1.215          6,571,850  
                                                              2003      0.814          1.049          6,680,549  
                                                              2002      1.024          0.814          6,548,811  
                                                              2001      1.069          1.024          3,476,351  

   Emerging Growth Portfolio - Class II Shares (12/00)        2005      0.582          0.618          2,411,253  
                                                              2004      0.553          0.582          2,665,643  
                                                              2003      0.441          0.553          3,182,408  
                                                              2002      0.664          0.441          3,785,426  
                                                              2001      0.986          0.664          2,180,793  

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                                                           UNIT VALUE AT                 NUMBER OF UNITS
                                                           BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                     YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                        
Variable Insurance Products Fund                                                                        
   Contrafund(R) Portfolio - Service Class 2 (5/00)  2005      1.019          1.172         14,262,420  
                                                     2004      0.897          1.019         10,841,489  
                                                     2003      0.710          0.897         10,150,010  
                                                     2002      0.796          0.710          9,701,628  
                                                     2001      0.923          0.796          8,023,592  
                                                     2000      1.000          0.923          3,113,370  

   Mid Cap Portfolio - Service Class 2 (12/00)       2005      1.486          1.729          8,136,691  
                                                     2004      1.209          1.486          7,053,117  
                                                     2003      0.887          1.209          6,373,888  
                                                     2002      0.999          0.887          5,310,526  
                                                     2001      1.050          0.999          1,727,443  

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                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Capital Appreciation Fund (4/97)                        2005      1.851          2.154           29,855    
                                                           2004      1.574          1.851           31,319    
                                                           2003      1.280          1.574           37,316    
                                                           2002      1.737          1.280           40,937    
                                                           2001      1.000          1.737           53,852    

   Money Market Portfolio (7/97)                           2005      1.166          1.180            2,718    
                                                           2004      1.173          1.166            2,721    
                                                           2003      1.182          1.173            6,947    
                                                           2002      1.185          1.182                -    
                                                           2001      1.000          1.185                -    

AIM Variable Insurance Funds                                                                                  
   AIM V.I. Premier Equity Fund - Series I (9/00)          2005      0.663          0.689                -    
                                                           2004      0.637          0.663              904    
                                                           2003      0.517          0.637              908    
                                                           2002      0.754          0.517            1,313    
                                                           2001      1.000          0.754                -    

AllianceBernstein Variable Product Series Fund, Inc.                                                          
   AllianceBernstein Large-Cap Growth Portfolio - Class B                                                     
   (5/00)                                                  2005      0.563          0.636           21,061    
                                                           2004      0.528          0.563           21,673    
                                                           2003      0.435          0.528           24,603    
                                                           2002      0.639          0.435           35,399    
                                                           2001      1.000          0.639           31,971    

Credit Suisse Trust                                                                                           
   Credit Suisse Trust Emerging Markets Portfolio (6/98)   2005      1.186          1.493                -    
                                                           2004      0.964          1.186                -    
                                                           2003      0.686          0.964            1,272    
                                                           2002      0.788          0.686            1,211    
                                                           2001      1.000          0.788                -    

Delaware VIP Trust                                                                                            
   Delaware VIP REIT Series - Standard Class (6/98)        2005      2.107          2.222           13,680    
                                                           2004      1.630          2.107           15,208    
                                                           2003      1.235          1.630           27,316    

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                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Delaware VIP REIT Series - Standard Class  (continued)  2002      1.201          1.235           28,968    
                                                           2001      1.000          1.201           26,587    

Dreyfus Variable Investment Fund                                                                              
   Dreyfus VIF - Appreciation Portfolio - Initial Shares                                                      
     (5/98)                                                2005      1.081          1.110                -    
                                                           2004      1.045          1.081           37,696    
                                                           2003      0.876          1.045           40,814    
                                                           2002      1.069          0.876           46,073    
                                                           2001      1.000          1.069           47,043    

   Dreyfus VIF - Developing Leaders Portfolio - Initial                                                       
     Shares (5/98)                                         2005      1.235          1.286           16,137    
                                                           2004      1.127          1.235           16,120    
                                                           2003      0.869          1.127           12,414    
                                                           2002      1.092          0.869           12,139    
                                                           2001      1.000          1.092            2,257    

Greenwich Street Series Fund                                                                                  
   Appreciation Portfolio (6/97)                           2005      1.415          1.452                -    
                                                           2004      1.322          1.415                -    
                                                           2003      1.078          1.322                -    
                                                           2002      1.328          1.078                -    
                                                           2001      1.000          1.328                -    

   Diversified Strategic Income Portfolio (6/97)           2005      1.354          1.367                -    
                                                           2004      1.289          1.354                -    
                                                           2003      1.172          1.289                -    
                                                           2002      1.136          1.172                -    
                                                           2001      1.000          1.136                -    

   Equity Index Portfolio - Class II Shares (6/99)         2005      0.882          0.905           55,348    
                                                           2004      0.813          0.882           57,471    
                                                           2003      0.647          0.813           59,532    
                                                           2002      0.847          0.647           59,536    
                                                           2001      1.000          0.847           56,525    

   Fundamental Value Portfolio (5/98)                      2005      1.429          1.474                -    
                                                           2004      1.342          1.429                -    

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                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                   BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                      PORTFOLIO NAME                         YEAR       YEAR       END OF YEAR     END OF YEAR  
-----------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                
   Fundamental Value Portfolio  (continued)                  2003      0.984          1.342                -    
                                                             2002      1.270          0.984                -    
                                                             2001      1.000          1.270                -    

Janus Aspen Series                                                                                              
   Balanced Portfolio - Service Shares (5/00)                2005      0.997          1.056          255,617    
                                                             2004      0.935          0.997          253,885    
                                                             2003      0.836          0.935          258,345    
                                                             2002      0.910          0.836          349,207    
                                                             2001      1.000          0.910          334,095    

   Global Life Sciences Portfolio - Service Shares (5/00)    2005      0.900          0.995            2,595    
                                                             2004      0.801          0.900            2,739    
                                                             2003      0.645          0.801            9,514    
                                                             2002      0.930          0.645            9,514    
                                                             2001      1.000          0.930            9,514    

   Global Technology Portfolio - Service Shares (5/00)       2005      0.344          0.377                -    
                                                             2004      0.347          0.344                -    
                                                             2003      0.241          0.347                -    
                                                             2002      0.414          0.241                -    
                                                             2001      1.000          0.414                -    

   Worldwide Growth Portfolio - Service Shares (5/00)        2005      0.557          0.578          147,388    
                                                             2004      0.541          0.557          160,200    
                                                             2003      0.444          0.541          175,769    
                                                             2002      0.608          0.444          178,641    
                                                             2001      1.000          0.608          259,969    

PIMCO Variable Insurance Trust                                                                                  
   Total Return Portfolio - Administrative Class (5/01)      2005      1.204          1.214           17,346    
                                                             2004      1.167          1.204           17,348    
                                                             2003      1.129          1.167            4,633    
                                                             2002      1.051          1.129            3,948    
                                                             2001      1.000          1.051          289,359    

Putnam Variable Trust                                                                                           
   Putnam VT Discovery Growth Fund - Class IB Shares (5/01)  2005      0.767          0.810                -    
                                                             2004      0.725          0.767                -    

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                UNIT VALUE AT                 NUMBER OF UNITS
                                                                BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                   PORTFOLIO NAME                         YEAR       YEAR       END OF YEAR     END OF YEAR  
--------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                             
   Putnam VT Discovery Growth Fund - Class IB Shares                                                         
     (continued)                                          2003      0.558          0.725                -    
                                                          2002      0.805          0.558                -    
                                                          2001      1.000          0.805                -    

   Putnam VT International Equity Fund - Class IB Shares                                                     
     (5/01)                                               2005      1.003          1.108            2,729    
                                                          2004      0.877          1.003            2,729    
                                                          2003      0.694          0.877            2,729    
                                                          2002      0.856          0.694                -    
                                                          2001      1.000          0.856                -    

Salomon Brothers Variable Series Funds Inc.                                                                  
   All Cap Fund - Class I (10/98)                         2005      1.642          1.682          158,785    
                                                          2004      1.541          1.642          208,469    
                                                          2003      1.126          1.541          166,575    
                                                          2002      1.527          1.126          164,831    
                                                          2001      1.000          1.527          133,745    

   Investors Fund - Class I (6/98)                        2005      1.301          1.364          283,213    
                                                          2004      1.198          1.301          327,409    
                                                          2003      0.920          1.198          333,678    
                                                          2002      1.214          0.920          340,212    
                                                          2001      1.000          1.214          197,379    

The Travelers Series Trust                                                                                   
   AIM Capital Appreciation Portfolio (9/00)              2005      0.587          0.628          132,550    
                                                          2004      0.560          0.587           30,876    
                                                          2003      0.440          0.560                -    
                                                          2002      0.587          0.440                -    
                                                          2001      1.000          0.587                -    

   Convertible Securities Portfolio (5/98)                2005      1.509          1.490           19,671    
                                                          2004      1.442          1.509           22,919    
                                                          2003      1.161          1.442           29,525    
                                                          2002      1.268          1.161           28,571    
                                                          2001      1.000          1.268           25,172    

   Disciplined Mid Cap Stock Portfolio (6/97)             2005      2.130          2.357            2,435    
                                                          2004      1.859          2.130            2,610    

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                        UNIT VALUE AT                 NUMBER OF UNITS
                                                        BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                 PORTFOLIO NAME                   YEAR       YEAR       END OF YEAR     END OF YEAR  
------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                     
Disciplined Mid Cap Stock Portfolio (continued)   2003      1.412          1.859           12,035    
                                                  2002      1.675          1.412           12,327    
                                                  2001      1.000          1.675           11,704    

Equity Income Portfolio (5/97)                    2005      1.796          1.847          196,100    
                                                  2004      1.661          1.796          109,068    
                                                  2003      1.287          1.661           74,811    
                                                  2002      1.519          1.287           64,328    
                                                  2001      1.000          1.519           89,211    

Federated High Yield Portfolio (5/97)             2005      1.453          1.466           53,248    
                                                  2004      1.337          1.453           56,020    
                                                  2003      1.110          1.337           32,777    
                                                  2002      1.088          1.110           19,150    
                                                  2001      1.000          1.088           19,686    

Federated Stock Portfolio (5/97)                  2005      1.724          1.787            1,588    
                                                  2004      1.585          1.724            1,590    
                                                  2003      1.262          1.585            1,592    
                                                  2002      1.589          1.262                -    
                                                  2001      1.000          1.589                -    

Large Cap Portfolio (6/97)                        2005      1.424          1.523          151,394    
                                                  2004      1.358          1.424          121,374    
                                                  2003      1.107          1.358          108,069    
                                                  2002      1.457          1.107          108,235    
                                                  2001      1.000          1.457          138,251    

MFS Emerging Growth Portfolio (4/97)              2005      1.249          1.212                -    
                                                  2004      1.126          1.249                -    
                                                  2003      0.886          1.126                -    
                                                  2002      1.369          0.886                -    
                                                  2001      1.000          1.369                -    

MFS Mid Cap Growth Portfolio (4/98)               2005      0.986          1.000            5,030    
                                                  2004      0.878          0.986            4,998    
                                                  2003      0.651          0.878            2,891    
                                                  2002      1.293          0.651            4,108    
                                                  2001      1.000          1.293            3,615    

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                           YEAR       YEAR       END OF YEAR     END OF YEAR  
------------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                 
   MFS Total Return Portfolio (5/97)                          2005      1.752          1.775          380,398    
                                                              2004      1.597          1.752          258,177    
                                                              2003      1.392          1.597           65,016    
                                                              2002      1.493          1.392           46,137    
                                                              2001      1.000          1.493          139,865    

   Mondrian International Stock Portfolio (5/97)              2005      1.144          1.233            1,181    
                                                              2004      1.004          1.144            1,184    
                                                              2003      0.793          1.004            1,258    
                                                              2002      0.926          0.793            1,301    
                                                              2001      1.000          0.926                -    

   Strategic Equity Portfolio (6/97)                          2005      1.393          1.399            2,369    
                                                              2004      1.284          1.393            2,371    
                                                              2003      0.984          1.284            2,373    
                                                              2002      1.506          0.984                -    
                                                              2001      1.000          1.506                -    

   Travelers Quality Bond Portfolio (5/97)                    2005      1.398          1.399           52,713    
                                                              2004      1.376          1.398           53,614    
                                                              2003      1.306          1.376           72,206    
                                                              2002      1.255          1.306           89,378    
                                                              2001      1.000          1.255           34,750    

Travelers Series Fund Inc.                                                                                       
   Smith Barney Aggressive Growth Portfolio (5/01)            2005      0.896          0.985                -    
                                                              2004      0.828          0.896                -    
                                                              2003      0.626          0.828                -    
                                                              2002      0.944          0.626                -    
                                                              2001      1.000          0.944            2,000    

   Smith Barney Large Capitalization Growth Portfolio (5/01)  2005      0.962          0.997                -    
                                                              2004      0.975          0.962                -    
                                                              2003      0.671          0.975                -    
                                                              2002      0.906          0.671                -    
                                                              2001      1.000          0.906                -    

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                        YEAR       YEAR       END OF YEAR     END OF YEAR  
------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                           
Van Kampen Life Investment Trust                                                                           
   Comstock Portfolio - Class II Shares (12/00)         2005      1.206          1.235         1,538,394   
                                                        2004      1.043          1.206         1,249,226   
                                                        2003      0.811          1.043           523,532   
                                                        2002      1.023          0.811           511,591   
                                                        2001      1.000          1.023           554,533   

   Emerging Growth Portfolio - Class II Shares (12/00)  2005      0.578          0.612           585,109   
                                                        2004      0.550          0.578           526,243   
                                                        2003      0.440          0.550           240,400   
                                                        2002      0.663          0.440           204,548   
                                                        2001      1.000          0.663           196,322   

Variable Insurance Products Fund                                                                           
   Contrafund(R) Portfolio - Service Class 2 (5/00)     2005      1.011          1.161         1,099,324   
                                                        2004      0.892          1.011           690,781   
                                                        2003      0.707          0.892           228,413   
                                                        2002      0.795          0.707           173,492   
                                                        2001      1.000          0.795            67,791   

   Mid Cap Portfolio - Service Class 2 (12/00)          2005      1.475          1.713           731,573   
                                                        2004      1.202          1.475           514,700   
                                                        2003      0.883          1.202            74,976   
                                                        2002      0.998          0.883            99,631   
                                                        2001      1.000          0.998             4,842   


 NOTES

The date next to each funding option's name reflects the date money first came  
into the funding option through the Separate Account.                           

Funding options not listed above had no amount allocated to them or were not    
available as of December 31, 2005.                                              

"Number of Units Outstanding at End of Year" may include units for Contracts    
Owners in payout phase, where appropriate.                                      

If an accumulation unit value has no assets and units across all sub-accounts   
within the Separate Account, and has had no assets and units for the history    
displayed on the Condensed Financial Information in the past, then it may not be
displayed.                                                                      

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 NOTES (CONTINUED)

Effective 04/18/2005: Lazard International Stock Portfolio changed its name to  
Mondrian International Stock Portfolio.                                         

Effective 04/18/2005: AllianceBernstein Premier Growth Portfolio - Class B      
changed its name to AllianceBernstein Large - Cap Growth Portfolio - Class B.   

On 02/25/2005, The Travelers Series Trust: MFS Emerging Growth Portfolio was    
merged into The Travelers Series Trust: MFS Mid Cap Growth Portfolio and is no  
longer available as a funding option.                                           

On 02/25/2005, The Fidelity Advisor Series I: Advisor Growth Opportunities Fund 
- Class T was replaced by the Greenwich Street Series Fund: Appreciation        
Portfolio and is no longer available as a funding option.                       

On 02/25/2005, The AIM Equity Funds, Inc: AIM Charter Fund - Class A was        
replaced by the Greenwich Street Series Fund: Appreciation Portfolio and is no  
longer available as a funding option.                                           

On 02/25/2005, The Dreyfus/Laurel Funds, Inc: Dreyfus Disciplined Stock Fund was
replaced by the Greenwich Street Series Fund: Equity Index Portfolio - Class II 
Shares and is no longer available as a funding option.                          

Credit Suisse Trust: Emerging Markets Portfolio is no longer available to new   
contract owners.                                                                

Putnam Variable Trust: Putnam VT Discovery Growth Funds - Class IB Share is no  
longer available to new contract owners.                                        

Greenwich Street Series Fund: Diversified Strategic Income Portfolio is no      
longer available to new contract owners.                                        

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APPENDIX B
 CONDENSED FINANCIAL INFORMATION

METLIFE OF CT FUND ABD II FOR VARIABLE ANNUITIES
 ACCUMULATION UNIT VALUES (IN DOLLARS)

The following Accumulation Unit Value ("AUV") information should be read in     
conjunction with the Separate Account's audited financial statement and notes,  
which are included in the Statement of Additional Information ("SAI"). The first
table provides the AUV information for the MINIMUM Separate Account Charge      
available under the Contract. The second table provides the AUV information for 
the MAXIMUM Separate Account Charge available under the Contract. The Separate  
Account Charges that fall in between this range are included in the SAI, which  
is free of charge. You may request a copy of the SAI by calling the toll-free   
number found on the first page of this prospectus or by mailing in the coupon   
attached in Appendix D. Please refer to the Fee Table section of this prospectus
for more information on Separate Account Charges.                               

SEPARATE ACCOUNT CHARGES 1.40%

                                                        [Enlarge/Download Table]

                                                          UNIT VALUE AT                 NUMBER OF UNITS
                                                          BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                 PORTFOLIO NAME                     YEAR       YEAR       END OF YEAR     END OF YEAR  
--------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                       
   Capital Appreciation Fund (12/96)                2005      1.865          2.174         26,239,910  
                                                    2004      1.583          1.865         30,543,833  
                                                    2003      1.285          1.583         36,644,254  
                                                    2002      1.739          1.285         42,632,320  
                                                    2001      2.387          1.739         53,418,968  
                                                    2000      3.098          2.387         61,812,417  
                                                    1999      2.046          3.098         46,942,401  
                                                    1998      1.283          2.046         23,010,432  
                                                    1997      1.032          1.283          6,344,051  
                                                    1996      1.000          1.032             29,824  

   Money Market Portfolio (2/97)                    2005      1.175          1.192         14,747,554  
                                                    2004      1.179          1.175         17,581,926  
                                                    2003      1.187          1.179         25,972,691  
                                                    2002      1.187          1.187         50,704,937  
                                                    2001      1.160          1.187         58,256,805  
                                                    2000      1.107          1.160         34,878,359  
                                                    1999      1.070          1.107         37,736,754  
                                                    1998      1.033          1.070         16,762,447  
                                                    1997      1.000          1.033          5,369,177  

AIM Variable Insurance Funds                                                                           
   AIM V.I. Premier Equity Fund - Series I (10/00)  2005      0.668          0.696          2,974,765  
                                                    2004      0.640          0.668          3,612,300  
                                                    2003      0.519          0.640          4,493,863  
                                                    2002      0.755          0.519          4,949,369  
                                                    2001      0.875          0.755          3,727,475  
                                                    2000      1.000          0.875            391,818  

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                    PORTFOLIO NAME                         YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
AllianceBernstein Variable Product Series Fund, Inc.                                                          
   AllianceBernstein Large-Cap Growth Portfolio - Class B                                                     
     (5/00)                                                2005      0.567          0.642          9,939,928  
                                                           2004      0.531          0.567         12,239,636  
                                                           2003      0.436          0.531         14,926,739  
                                                           2002      0.640          0.436         17,729,828  
                                                           2001      0.786          0.640         18,982,017  
                                                           2000      1.000          0.786         13,647,974  

Credit Suisse Trust                                                                                           
   Credit Suisse Trust Emerging Markets Portfolio (5/98)   2005      1.195          1.507          3,989,820  
                                                           2004      0.970          1.195          4,140,741  
                                                           2003      0.688          0.970          4,224,247  
                                                           2002      0.789          0.688          4,787,661  
                                                           2001      0.886          0.789          4,624,645  
                                                           2000      1.313          0.886          4,854,365  
                                                           1999      0.734          1.313          2,521,807  
                                                           1998      1.000          0.734            780,839  

Delaware VIP Trust                                                                                            
   Delaware VIP REIT Series - Standard Class (5/98)        2005      2.123          2.244          3,700,875  
                                                           2004      1.639          2.123          4,313,846  
                                                           2003      1.240          1.639          4,738,305  
                                                           2002      1.203          1.240          4,376,831  
                                                           2001      1.121          1.203          2,866,778  
                                                           2000      0.866          1.121          2,273,183  
                                                           1999      0.901          0.866          1,280,359  
                                                           1998      1.000          0.901            632,612  

Dreyfus Variable Investment Fund                                                                              
   Dreyfus VIF - Appreciation Portfolio - Initial Shares                                                      
     (4/98)                                                2005      1.089          1.121          6,601,579  
                                                           2004      1.051          1.089          7,863,571  
                                                           2003      0.880          1.051          9,516,917  
                                                           2002      1.071          0.880         10,611,490  
                                                           2001      1.198          1.071         11,636,949  
                                                           2000      1.223          1.198         12,271,080  
                                                           1999      1.112          1.223         10,488,399  
                                                           1998      1.000          1.112          2,833,960  

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                               UNIT VALUE AT                 NUMBER OF UNITS 
                                                               BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT  
                    PORTFOLIO NAME                       YEAR       YEAR       END OF YEAR     END OF YEAR   
-------------------------------------------------------  ----  -------------  -------------  --------------- 
                                                                                                             
   Dreyfus VIF - Developing Leaders Portfolio - Initial                                                      
     Shares (4/98)                                       2005      1.244          1.298            14,545,290
                                                         2004      1.133          1.244            16,707,910
                                                         2003      0.872          1.133            19,034,774
                                                         2002      1.094          0.872            19,868,161
                                                         2001      1.182          1.094            19,065,688
                                                         2000      1.058          1.182            13,636,390
                                                         1999      0.871          1.058             7,815,322
                                                         1998      1.000          0.871             3,051,249

Greenwich Street Series Fund                                                                                 
   Appreciation Portfolio (6/97)                         2005      1.426          1.466            18,677,562
                                                         2004      1.329          1.426            22,475,470
                                                         2003      1.082          1.329            24,491,554
                                                         2002      1.330          1.082            25,634,852
                                                         2001      1.405          1.330            26,819,131
                                                         2000      1.431          1.405            26,294,804
                                                         1999      1.283          1.431            24,225,208
                                                         1998      1.092          1.283            16,532,767
                                                         1997      1.000          1.092             5,241,524
                                                         1997      1.000          1.000                     -
                                                         1996      1.000          1.000                     -

   Diversified Strategic Income Portfolio (6/97)         2005      1.364          1.380            11,553,739
                                                         2004      1.296          1.364            14,607,172
                                                         2003      1.176          1.296            17,617,282
                                                         2002      1.138          1.176            20,071,954
                                                         2001      1.118          1.138            24,186,665
                                                         2000      1.103          1.118            24,931,049
                                                         1999      1.100          1.103            28,198,595
                                                         1998      1.048          1.100            24,838,532
                                                         1997      1.000          1.048             5,444,154

   Equity Index Portfolio - Class II Shares (5/99)       2005      0.889          0.914            12,831,498
                                                         2004      0.818          0.889            15,207,948
                                                         2003      0.649          0.818            17,162,302
                                                         2002      0.848          0.649            16,724,050
                                                         2001      0.982          0.848            16,104,947
                                                         2000      1.098          0.982            10,807,508
                                                         1999      1.000          1.098             3,460,443

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 ACCUMULATION UNIT VALUES (IN DOLLARS)

SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                    PORTFOLIO NAME                         YEAR       YEAR       END OF YEAR     END OF YEAR  
-------------------------------------------------------    ----  -------------  -------------  ---------------
                                                                                                              
   Fundamental Value Portfolio (5/98)                      2005      1.440          1.488         17,545,007  
                                                           2004      1.350          1.440         20,539,275  
                                                           2003      0.987          1.350         21,769,927  
                                                           2002      1.272          0.987         22,295,734  
                                                           2001      1.362          1.272         18,253,433  
                                                           2000      1.146          1.362          8,558,759  
                                                           1999      0.953          1.146          4,963,010  
                                                           1998      1.000          0.953          1,281,704  

Janus Aspen Series                                                                                            
   Balanced Portfolio - Service Shares (5/00)              2005      1.004          1.066         12,042,861  
                                                           2004      0.941          1.004         13,862,916  
                                                           2003      0.839          0.941         15,303,712  
                                                           2002      0.911          0.839         15,615,585  
                                                           2001      0.972          0.911         12,635,819  
                                                           2000      1.000          0.972          5,246,201  

   Global Life Sciences Portfolio - Service Shares (5/00)  2005      0.907          1.004          1,704,134  
                                                           2004      0.805          0.907          2,091,607  
                                                           2003      0.647          0.805          2,239,125  
                                                           2002      0.931          0.647          2,609,664  
                                                           2001      1.135          0.931          3,200,999  
                                                           2000      1.000          1.135          2,447,663  

   Global Technology Portfolio - Service Shares (5/00)     2005      0.346          0.381          5,033,907  
                                                           2004      0.349          0.346          6,578,130  
                                                           2003      0.242          0.349          7,245,233  
                                                           2002      0.415          0.242          7,815,420  
                                                           2001      0.672          0.415          9,044,726  
                                                           2000      1.000          0.672          7,604,465  

   Worldwide Growth Portfolio - Service Shares (5/00)      2005      0.561          0.584         13,400,923  
                                                           2004      0.544          0.561         16,410,151  
                                                           2003      0.446          0.544         19,761,719  
                                                           2002      0.609          0.446         22,039,418  
                                                           2001      0.798          0.609         22,841,930  
                                                           2000      1.000          0.798         13,421,744  

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                                                        [Enlarge/Download Table]

                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                   BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                        YEAR       YEAR       END OF YEAR     END OF YEAR  
-----------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                
PIMCO Variable Insurance Trust                                                                                  
   Total Return Portfolio - Administrative Class (5/01)      2005      1.213          1.226         16,153,210  
                                                             2004      1.173          1.213         17,085,956  
                                                             2003      1.132          1.173         20,011,288  
                                                             2002      1.053          1.132         23,164,168  
                                                             2001      1.000          1.053          5,336,214  

Putnam Variable Trust                                                                                           
   Putnam VT Discovery Growth Fund - Class IB Shares (7/01)  2005      0.773          0.817            308,563  
                                                             2004      0.728          0.773            376,752  
                                                             2003      0.560          0.728            449,770  
                                                             2002      0.806          0.560            392,679  
                                                             2001      1.000          0.806            154,441  

   Putnam VT International Equity Fund - Class IB Shares                                                        
     (5/01)                                                  2005      1.011          1.118          1,945,112  
                                                             2004      0.882          1.011          1,744,100  
                                                             2003      0.696          0.882          2,150,730  
                                                             2002      0.857          0.696          2,571,497  
                                                             2001      1.000          0.857            999,717  

Salomon Brothers Variable Series Funds Inc.                                                                     
   All Cap Fund - Class I (5/98)                             2005      1.655          1.698         12,540,421  
                                                             2004      1.549          1.655         14,334,230  
                                                             2003      1.130          1.549         14,439,056  
                                                             2002      1.529          1.130         14,322,306  
                                                             2001      1.522          1.529         12,398,140  

   Investors Fund - Class I (4/98)                           2005      1.311          1.377         14,063,167  
                                                             2004      1.204          1.311         16,356,631  
                                                             2003      0.923          1.204         18,163,714  
                                                             2002      1.216          0.923         19,758,109  
                                                             2001      1.287          1.216         19,646,073  
                                                             2000      1.132          1.287         12,889,045  
                                                             1999      1.029          1.132          8,670,638  
                                                             1998      1.000          1.029          3,232,444  

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                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                   BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                        YEAR       YEAR       END OF YEAR     END OF YEAR  
-----------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                
The Travelers Series Trust                                                                                      
   AIM Capital Appreciation Portfolio (10/00)                2005      0.591          0.634          2,770,233  
                                                             2004      0.563          0.591          2,955,522  
                                                             2003      0.442          0.563          3,054,095  
                                                             2002      0.588          0.442          2,972,707  
                                                             2001      0.783          0.588          2,101,669  
                                                             2000      1.000          0.783            755,807  

   Convertible Securities Portfolio (5/98)                   2005      1.520          1.504          8,757,633  
                                                             2004      1.450          1.520         10,573,736  
                                                             2003      1.165          1.450         10,930,899  
                                                             2002      1.270          1.165         12,056,558  
                                                             2001      1.299          1.270         12,986,021  
                                                             2000      1.170          1.299          7,553,759  
                                                             1999      1.000          1.170          2,431,429  
                                                             1998      1.000          1.000            414,907  

   Disciplined Mid Cap Stock Portfolio (6/97)                2005      2.146          2.380          5,986,220  
                                                             2004      1.869          2.146          7,389,340  
                                                             2003      1.417          1.869          8,080,624  
                                                             2002      1.677          1.417          8,864,245  
                                                             2001      1.773          1.677          8,489,614  
                                                             2000      1.541          1.773          8,454,275  
                                                             1999      1.377          1.541          6,716,626  
                                                             1998      1.195          1.377          5,142,990  
                                                             1997      1.000          1.195          1,668,733  

   Equity Income Portfolio (12/96)                           2005      1.810          1.864         23,418,224  
                                                             2004      1.670          1.810         28,399,295  
                                                             2003      1.291          1.670         31,475,807  
                                                             2002      1.521          1.291         34,045,455  
                                                             2001      1.652          1.521         37,812,927  
                                                             2000      1.535          1.652         37,849,058  
                                                             1999      1.484          1.535         35,687,217  
                                                             1998      1.339          1.484         25,733,333  
                                                             1997      1.026          1.339          6,719,150  
                                                             1996      1.000          1.026             30,196  

   Federated High Yield Portfolio (1/97)                     2005      1.464          1.480         11,404,495  
                                                             2004      1.345          1.464         14,387,685  

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                                                        [Enlarge/Download Table]

                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                   BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
              PORTFOLIO NAME                 YEAR       YEAR       END OF YEAR     END OF YEAR  
-------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                
Federated High Yield Portfolio  (continued)  2003      1.114          1.345         17,386,355  
                                             2002      1.089          1.114         17,451,078  
                                             2001      1.084          1.089         18,647,220  
                                             2000      1.196          1.084         19,736,049  
                                             1999      1.177          1.196         22,260,856  
                                             1998      1.140          1.177         18,811,555  
                                             1997      1.000          1.140          4,566,993  

Federated Stock Portfolio (1/97)             2005      1.737          1.804          6,419,270  
                                             2004      1.593          1.737          8,023,109  
                                             2003      1.266          1.593          9,198,349  
                                             2002      1.592          1.266         10,773,188  
                                             2001      1.588          1.592         12,221,263  
                                             2000      1.552          1.588         13,157,332  
                                             1999      1.494          1.552         14,406,177  
                                             1998      1.285          1.494         11,892,034  
                                             1997      1.000          1.285          3,816,999  

Large Cap Portfolio (12/96)                  2005      1.435          1.538         16,715,712  
                                             2004      1.366          1.435         20,122,965  
                                             2003      1.111          1.366         23,324,386  
                                             2002      1.459          1.111         27,040,871  
                                             2001      1.790          1.459         31,933,410  
                                             2000      2.123          1.790         34,231,282  
                                             1999      1.665          2.123         28,051,763  
                                             1998      1.245          1.665         15,040,703  
                                             1997      1.023          1.245          4,815,858  
                                             1996      1.000          1.023              7,800  

MFS Emerging Growth Portfolio (12/96)        2005      1.259          1.221                  -  
                                             2004      1.132          1.259         15,867,536  
                                             2003      0.889          1.132         18,275,885  
                                             2002      1.371          0.889         20,932,892  
                                             2001      2.179          1.371         25,825,528  
                                             2000      2.766          2.179         29,190,353  
                                             1999      1.587          2.766         22,881,721  
                                             1998      1.198          1.587         15,538,984  
                                             1997      1.004          1.198          4,218,974  
                                             1996      1.000          1.004             31,886  

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                                                      UNIT VALUE AT                 NUMBER OF UNITS
                                                      BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
               PORTFOLIO NAME                   YEAR       YEAR       END OF YEAR     END OF YEAR  
----------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                   
MFS Mid Cap Growth Portfolio (4/98)             2005      0.994          1.010         27,403,205  
                                                2004      0.883          0.994         12,380,637  
                                                2003      0.653          0.883         14,200,226  
                                                2002      1.295          0.653         14,799,098  
                                                2001      1.721          1.295         16,854,809  
                                                2000      1.595          1.721         14,558,647  
                                                1999      0.985          1.595          4,760,902  
                                                1998      1.000          0.985            965,761  

MFS Total Return Portfolio (1/97)               2005      1.765          1.792         42,204,461  
                                                2004      1.606          1.765         47,789,684  
                                                2003      1.397          1.606         53,094,881  
                                                2002      1.496          1.397         56,762,863  
                                                2001      1.517          1.496         58,954,968  
                                                2000      1.319          1.517         53,326,538  
                                                1999      1.303          1.319         54,290,552  
                                                1998      1.183          1.303         42,017,841  
                                                1997      1.000          1.183          9,959,634  

Mondrian International Stock Portfolio (12/96)  2005      1.153          1.245         17,891,801  
                                                2004      1.010          1.153         20,542,498  
                                                2003      0.796          1.010         22,629,357  
                                                2002      0.928          0.796         26,634,479  
                                                2001      1.275          0.928         31,145,128  
                                                2000      1.460          1.275         30,394,514  
                                                1999      1.216          1.460         25,226,349  
                                                1998      1.095          1.216         17,270,810  
                                                1997      1.027          1.095          5,694,288  
                                                1996      1.000          1.027              5,702  

Strategic Equity Portfolio (12/96)              2005      1.403          1.412         24,707,241  
                                                2004      1.291          1.403         29,314,349  
                                                2003      0.988          1.291         34,083,675  
                                                2002      1.508          0.988         39,829,841  
                                                2001      1.765          1.508         49,964,273  
                                                2000      2.189          1.765         55,775,319  
                                                1999      1.679          2.189         47,167,905  
                                                1998      1.319          1.679         31,011,054  
                                                1997      1.037          1.319          8,259,362  
                                                1996      1.000          1.037              2,250  

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                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                         YEAR       YEAR       END OF YEAR     END OF YEAR  
------------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                 
   Travelers Quality Bond Portfolio (12/96)                   2005      1.409          1.412         20,273,723  
                                                              2004      1.383          1.409         23,570,906  
                                                              2003      1.311          1.383         28,033,537  
                                                              2002      1.257          1.311         32,768,047  
                                                              2001      1.190          1.257         35,205,769  
                                                              2000      1.128          1.190         26,960,877  
                                                              1999      1.131          1.128         26,069,226  
                                                              1998      1.057          1.131         15,435,236  
                                                              1997      1.001          1.057          3,137,736  
                                                              1996      1.000          1.001             95,203  

Travelers Series Fund Inc.                                                                                       
   Smith Barney Aggressive Growth Portfolio (5/01)            2005      0.903          0.994         13,541,443  
                                                              2004      0.833          0.903         15,485,990  
                                                              2003      0.628          0.833         16,612,602  
                                                              2002      0.945          0.628         14,029,960  
                                                              2001      1.000          0.945          6,698,010  

   Smith Barney Large Capitalization Growth Portfolio (5/01)  2005      0.970          1.006          4,746,576  
                                                              2004      0.980          0.970          5,371,235  
                                                              2003      0.673          0.980          5,913,451  
                                                              2002      0.908          0.673          2,882,803  
                                                              2001      1.000          0.908            928,528  

Van Kampen Life Investment Trust                                                                                 
   Comstock Portfolio - Class II Shares (12/00)               2005      1.215          1.247         13,425,577  
                                                              2004      1.049          1.215         13,686,038  
                                                              2003      0.814          1.049         13,579,574  
                                                              2002      1.024          0.814         13,051,055  
                                                              2001      1.069          1.024          8,766,086  

   Emerging Growth Portfolio - Class II Shares (12/00)        2005      0.582          0.618          4,942,343  
                                                              2004      0.553          0.582          5,149,205  
                                                              2003      0.441          0.553          5,527,661  
                                                              2002      0.664          0.441          6,091,660  
                                                              2001      0.986          0.664          4,736,674  

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                                                           UNIT VALUE AT                 NUMBER OF UNITS
                                                           BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                     YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                        
Variable Insurance Products Fund                                                                        
   Contrafund(R) Portfolio - Service Class 2 (5/00)  2005      1.019          1.172         14,943,854  
                                                     2004      0.897          1.019         13,917,723  
                                                     2003      0.710          0.897         12,297,582  
                                                     2002      0.796          0.710         10,767,860  
                                                     2001      1.050          0.796          8,215,904  

   Mid Cap Portfolio - Service Class 2 (1/01)        2005      1.486          1.729          7,176,700  
                                                     2004      1.209          1.486          6,512,470  
                                                     2003      0.887          1.209          5,739,048  
                                                     2002      0.999          0.887          4,832,433  
                                                     2001      1.050          0.999          1,308,941  


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                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Capital Appreciation Fund (12/96)                       2005      1.851          2.154          176,886    
                                                           2004      1.574          1.851          196,986    
                                                           2003      1.280          1.574          255,779    
                                                           2002      1.737          1.280          270,019    
                                                           2001      1.000          1.737          336,154    

   Money Market Portfolio (2/97)                           2005      1.166          1.180          354,503    
                                                           2004      1.173          1.166          355,009    
                                                           2003      1.182          1.173          436,377    
                                                           2002      1.185          1.182          496,277    
                                                           2001      1.000          1.185          360,510    

AIM Variable Insurance Funds                                                                                  
   AIM V.I. Premier Equity Fund - Series I (10/00)         2005      0.663          0.689          153,812    
                                                           2004      0.637          0.663          157,758    
                                                           2003      0.517          0.637          372,497    
                                                           2002      0.754          0.517          357,964    
                                                           2001      1.000          0.754          241,521    

AllianceBernstein Variable Product Series Fund, Inc.                                                          
   AllianceBernstein Large-Cap Growth Portfolio - Class B                                                     
     (5/00)                                                2005      0.563          0.636          339,022    
                                                           2004      0.528          0.563          343,123    
                                                           2003      0.435          0.528          503,143    
                                                           2002      0.639          0.435          661,958    
                                                           2001      1.000          0.639          324,584    

Credit Suisse Trust                                                                                           
   Credit Suisse Trust Emerging Markets Portfolio (5/98)   2005      1.186          1.493           29,503    
                                                           2004      0.964          1.186           20,143    
                                                           2003      0.686          0.964           23,822    
                                                           2002      0.788          0.686           22,508    
                                                           2001      1.000          0.788           20,143    

Delaware VIP Trust                                                                                            
   Delaware VIP REIT Series - Standard Class (5/98)        2005      2.107          2.222           93,753    
                                                           2004      1.630          2.107          126,020    
                                                           2003      1.235          1.630          161,641    

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                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Delaware VIP REIT Series - Standard Class  (continued)  2002      1.201          1.235          140,640    
                                                           2001      1.000          1.201           50,526    

Dreyfus Variable Investment Fund                                                                              
   Dreyfus VIF - Appreciation Portfolio - Initial Shares                                                      
     (4/98)                                                2005      1.081          1.110           94,383    
                                                           2004      1.045          1.081          259,373    
                                                           2003      0.876          1.045          381,457    
                                                           2002      1.069          0.876          371,768    
                                                           2001      1.000          1.069          336,104    

   Dreyfus VIF - Developing Leaders Portfolio - Initial                                                       
     Shares (4/98)                                         2005      1.235          1.286          224,827    
                                                           2004      1.127          1.235          348,659    
                                                           2003      0.869          1.127          381,440    
                                                           2002      1.092          0.869          379,872    
                                                           2001      1.000          1.092           96,701    

Greenwich Street Series Fund                                                                                  
   Appreciation Portfolio (6/97)                           2005      1.415          1.452          279,998    
                                                           2004      1.322          1.415          297,701    
                                                           2003      1.078          1.322          358,622    
                                                           2002      1.328          1.078          342,651    
                                                           2001      1.000          1.328           73,102    

   Diversified Strategic Income Portfolio (6/97)           2005      1.354          1.367                -    
                                                           2004      1.289          1.354                -    
                                                           2003      1.172          1.289                -    
                                                           2002      1.136          1.172            6,840    
                                                           2001      1.000          1.136            6,846    

   Equity Index Portfolio - Class II Shares (5/99)         2005      0.882          0.905          493,510    
                                                           2004      0.813          0.882          534,259    
                                                           2003      0.647          0.813          524,644    
                                                           2002      0.847          0.647          503,511    
                                                           2001      1.000          0.847          422,599    

   Fundamental Value Portfolio (5/98)                      2005      1.429          1.474          747,950    
                                                           2004      1.342          1.429          807,115    

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                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                   BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                        YEAR       YEAR       END OF YEAR     END OF YEAR  
-----------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                
   Fundamental Value Portfolio  (continued)                  2003      0.984          1.342           872,760   
                                                             2002      1.270          0.984           792,140   
                                                             2001      1.000          1.270           230,090   

Janus Aspen Series                                                                                              
   Balanced Portfolio - Service Shares (5/00)                2005      0.997          1.056         1,560,916   
                                                             2004      0.935          0.997         1,878,827   
                                                             2003      0.836          0.935         1,994,391   
                                                             2002      0.910          0.836         1,889,750   
                                                             2001      1.000          0.910         1,393,717   

   Global Life Sciences Portfolio - Service Shares (5/00)    2005      0.900          0.995            40,175   
                                                             2004      0.801          0.900            41,391   
                                                             2003      0.645          0.801           121,635   
                                                             2002      0.930          0.645           146,706   
                                                             2001      1.000          0.930            95,078   

   Global Technology Portfolio - Service Shares (5/00)       2005      0.344          0.377           138,574   
                                                             2004      0.347          0.344           138,753   
                                                             2003      0.241          0.347           381,740   
                                                             2002      0.414          0.241           387,276   
                                                             2001      1.000          0.414           175,237   

   Worldwide Growth Portfolio - Service Shares (5/00)        2005      0.557          0.578         1,804,628   
                                                             2004      0.541          0.557         1,998,456   
                                                             2003      0.444          0.541         2,077,643   
                                                             2002      0.608          0.444         2,427,740   
                                                             2001      1.000          0.608         2,406,047   

PIMCO Variable Insurance Trust                                                                                  
   Total Return Portfolio - Administrative Class (5/01)      2005      1.204          1.214           375,687   
                                                             2004      1.167          1.204           465,728   
                                                             2003      1.129          1.167           524,472   
                                                             2002      1.051          1.129           604,082   
                                                             2001      1.000          1.051           103,986   

Putnam Variable Trust                                                                                           
   Putnam VT Discovery Growth Fund - Class IB Shares (7/01)  2005      0.767          0.810             5,850   
                                                             2004      0.725          0.767             5,858   

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                                                        [Enlarge/Download Table]

                                                                UNIT VALUE AT                 NUMBER OF UNITS
                                                                BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                       YEAR       YEAR       END OF YEAR     END OF YEAR  
--------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                             
   Putnam VT Discovery Growth Fund - Class IB Shares                                                         
     (continued)                                          2003      0.558          0.725             5,868   
                                                          2002      0.805          0.558            89,067   
                                                          2001      1.000          0.805             7,226   

   Putnam VT International Equity Fund - Class IB Shares                                                     
     (5/01)                                               2005      1.003          1.108           113,235   
                                                          2004      0.877          1.003            76,088   
                                                          2003      0.694          0.877            94,763   
                                                          2002      0.856          0.694            74,910   
                                                          2001      1.000          0.856            24,093   

Salomon Brothers Variable Series Funds Inc.                                                                  
   All Cap Fund - Class I (5/98)                          2005      1.642          1.682         1,517,564   
                                                          2004      1.541          1.642         1,977,712   
                                                          2003      1.126          1.541         1,992,931   
                                                          2002      1.527          1.126         1,870,724   
                                                          2001      1.000          1.527         1,558,759   

   Investors Fund - Class I (4/98)                        2005      1.301          1.364           841,876   
                                                          2004      1.198          1.301         1,246,041   
                                                          2003      0.920          1.198         1,357,363   
                                                          2002      1.214          0.920         1,382,902   
                                                          2001      1.000          1.214         1,037,329   

The Travelers Series Trust                                                                                   
   AIM Capital Appreciation Portfolio (10/00)             2005      0.587          0.628            53,710   
                                                          2004      0.560          0.587           110,868   
                                                          2003      0.440          0.560            90,841   
                                                          2002      0.587          0.440            71,936   
                                                          2001      1.000          0.587                 -   

   Convertible Securities Portfolio (5/98)                2005      1.509          1.490           256,709   
                                                          2004      1.442          1.509           256,429   
                                                          2003      1.161          1.442           408,955   
                                                          2002      1.268          1.161           484,977   
                                                          2001      1.000          1.268           279,787   

   Disciplined Mid Cap Stock Portfolio (6/97)             2005      2.130          2.357           162,180   
                                                          2004      1.859          2.130           128,132   

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                                                        [Enlarge/Download Table]

                                                       UNIT VALUE AT                 NUMBER OF UNITS
                                                       BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
              PORTFOLIO NAME                     YEAR       YEAR       END OF YEAR     END OF YEAR  
-----------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                    
Disciplined Mid Cap Stock Portfolio (continued)  2003      1.412          1.859           129,069   
                                                 2002      1.675          1.412           115,579   
                                                 2001      1.000          1.675            60,704   

Equity Income Portfolio (12/96)                  2005      1.796          1.847         2,679,097   
                                                 2004      1.661          1.796         2,862,543   
                                                 2003      1.287          1.661         2,428,341   
                                                 2002      1.519          1.287         1,313,576   
                                                 2001      1.000          1.519           841,328   

Federated High Yield Portfolio (1/97)            2005      1.453          1.466           224,395   
                                                 2004      1.337          1.453           230,345   
                                                 2003      1.110          1.337           249,967   
                                                 2002      1.088          1.110           223,221   
                                                 2001      1.000          1.088           142,360   

Federated Stock Portfolio (1/97)                 2005      1.724          1.787            36,744   
                                                 2004      1.585          1.724            42,108   
                                                 2003      1.262          1.585            71,119   
                                                 2002      1.589          1.262            58,964   
                                                 2001      1.000          1.589            49,959   

Large Cap Portfolio (12/96)                      2005      1.424          1.523         2,173,741   
                                                 2004      1.358          1.424         2,272,925   
                                                 2003      1.107          1.358         2,003,732   
                                                 2002      1.457          1.107           697,276   
                                                 2001      1.000          1.457           580,647   

MFS Emerging Growth Portfolio (12/96)            2005      1.249          1.212                 -   
                                                 2004      1.126          1.249            87,565   
                                                 2003      0.886          1.126            87,948   
                                                 2002      1.369          0.886            92,230   
                                                 2001      1.000          1.369            89,035   

MFS Mid Cap Growth Portfolio (4/98)              2005      0.986          1.000           266,093   
                                                 2004      0.878          0.986           292,440   
                                                 2003      0.651          0.878           348,775   
                                                 2002      1.293          0.651           359,238   
                                                 2001      1.000          1.293            72,577   

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                         YEAR       YEAR       END OF YEAR     END OF YEAR  
------------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                 
   MFS Total Return Portfolio (1/97)                          2005      1.752          1.775           910,507   
                                                              2004      1.597          1.752           977,824   
                                                              2003      1.392          1.597         1,004,603   
                                                              2002      1.493          1.392           892,719   
                                                              2001      1.000          1.493           354,027   

   Mondrian International Stock Portfolio (12/96)             2005      1.144          1.233           114,840   
                                                              2004      1.004          1.144           108,573   
                                                              2003      0.793          1.004           109,047   
                                                              2002      0.926          0.793            91,836   
                                                              2001      1.000          0.926            31,327   

   Strategic Equity Portfolio (12/96)                         2005      1.393          1.399            93,671   
                                                              2004      1.284          1.393           156,213   
                                                              2003      0.984          1.284           176,023   
                                                              2002      1.506          0.984           182,286   
                                                              2001      1.000          1.506           118,014   

   Travelers Quality Bond Portfolio (12/96)                   2005      1.398          1.399           388,238   
                                                              2004      1.376          1.398           547,242   
                                                              2003      1.306          1.376           579,498   
                                                              2002      1.255          1.306           567,356   
                                                              2001      1.000          1.255            84,704   

Travelers Series Fund Inc.                                                                                       
   Smith Barney Aggressive Growth Portfolio (5/01)            2005      0.896          0.985           978,542   
                                                              2004      0.828          0.896         1,146,029   
                                                              2003      0.626          0.828         1,190,396   
                                                              2002      0.944          0.626         1,079,754   
                                                              2001      1.000          0.944           149,550   

   Smith Barney Large Capitalization Growth Portfolio (5/01)  2005      0.962          0.997            67,385   
                                                              2004      0.975          0.962            70,016   
                                                              2003      0.671          0.975            65,037   
                                                              2002      0.906          0.671            42,977   
                                                              2001      1.000          0.906            11,243   

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                                                        [Enlarge/Download Table]

                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                         YEAR       YEAR       END OF YEAR     END OF YEAR  
------------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                                 
Van Kampen Life Investment Trust                                                                                 
   Comstock Portfolio - Class II Shares (12/00)               2005      1.206          1.235         7,572,323   
                                                              2004      1.043          1.206         7,975,332   
                                                              2003      0.811          1.043         7,388,884   
                                                              2002      1.023          0.811         7,429,824   
                                                              2001      1.000          1.023         5,630,049   

   Emerging Growth Portfolio - Class II Shares (12/00)        2005      0.578          0.612         2,913,754   
                                                              2004      0.550          0.578         3,291,086   
                                                              2003      0.440          0.550         3,887,086   
                                                              2002      0.663          0.440         3,634,609   
                                                              2001      1.000          0.663         2,877,751   

Variable Insurance Products Fund                                                                                 
   Contrafund(R) Portfolio - Service Class 2 (5/00)           2005      1.011          1.161         4,280,283   
                                                              2004      0.892          1.011         3,647,076   
                                                              2003      0.707          0.892         2,833,494   
                                                              2002      0.795          0.707         1,448,191   
                                                              2001      1.000          0.795           812,432   

   Mid Cap Portfolio - Service Class 2 (1/01)                 2005      1.475          1.713         1,536,520   
                                                              2004      1.202          1.475         1,257,903   
                                                              2003      0.883          1.202         1,033,765   
                                                              2002      0.998          0.883           645,680   
                                                              2001      1.000          0.998           422,120   

 NOTES

The date next to each funding option's name reflects the date money first came  
into the funding option through the Separate Account.                           

Funding options not listed above had no amount allocated to them or were not    
available as of December 31, 2005.                                              

"Number of Units Outstanding at End of Year" may include units for Contracts    
Owners in payout phase, where appropriate.                                      

If an accumulation unit value has no assets and units across all sub-accounts   
within the Separate Account, and has had no assets and units for the history    
displayed on the Condensed Financial Information in the past, then it may not be
displayed.                                                                      

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 NOTES (CONTINUED)

Effective 04/18/2005: Lazard International Stock Portfolio changed its name to  
Mondrian International Stock Portfolio.                                         

Effective 04/18/2005: AllianceBernstein Premier Growth Portfolio - Class B      
changed its name to AllianceBernstein Large - Cap Growth Portfolio - Class B.   

On 02/25/2005, The Travelers Series Trust: MFS Emerging Growth Portfolio was    
merged into The Travelers Series Trust: MFS Mid Cap Growth Portfolio and is no  
longer available as a funding option.                                           

On 02/25/2005, The Fidelity Advisor Series I: Advisor Growth Opportunities Fund 
- Class T was replaced by the Greenwich Street Series Fund: Appreciation        
Portfolio is no longer available as a funding option.                           

On 02/25/2005, The AIM Equity Funds, Inc: AIM Charter Fund - Class A was        
replaced by the Greenwich Street Series Fund: Appreciation Portfolio and        
is no longer available as a funding option.                                     

On 02/25/2005, The Dreyfus/Laurel Funds, Inc: Dreyfus Disciplined Stock Fund was
replaced by the Greenwich Street Series Fund: Equity Index Portfolio - Class II 
Shares and is no longer available as a funding option.                          

Credit Suisse Trust: Emerging Markets Portfolio is no longer available to new   
contract owners.                                                                

Putnam Variable Trust: Putnam VT Discovery Growth Funds - Class IB Share is no  
longer available to new contract owners.                                        

Greenwich Street Series Fund: Diversified Strategic Income Portfolio is no      
longer available to new contract owners.                                        

APPENDIX C

 THE FIXED ACCOUNT

The Fixed Account is part of the Company's general account assets. These general
account assets include all assets of the Company other than those held in the   
Separate Accounts sponsored by the Company or its affiliates.                   

The staff of the SEC does not generally review the disclosure in the prospectus 
relating to the Fixed Account. Disclosure regarding the Fixed Account and the   
general account may, however, be subject to certain provisions of the federal   
securities laws relating to the accuracy and completeness of statements made in 
the prospectus.                                                                 

Under the Fixed Account, the Company assumes the risk of investment gain or     
loss, guarantees a specified interest rate, and guarantees a specified periodic 
annuity payment. The investment gain or loss of the Separate Account or any of  
the funding options does not affect the Fixed Account Contract Value, or the    
dollar amount of fixed Annuity Payments made under any payout option.           

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We guarantee that, at any time, the Fixed Account Contract Value will not be    
less than the amount of the Purchase Payments allocated to the Fixed Account,   
plus interest credited as described below, less any applicable premium taxes or 
prior withdrawals.                                                              

Purchase Payments allocated to the Fixed Account and any transfers made to the  
Fixed Account become part of the Company's general account, which supports      
insurance and annuity obligations. Where permitted by state law, we reserve the 
right to restrict Purchase Payments into the Fixed Account whenever the credited
interest rate on the Fixed Account is equal to the minimum guaranteed interest  
rate specified in your Contract. The general account and any interest therein is
not registered under, or subject to the provisions of, the Securities Act of    
1933 or Investment Company Act of 1940. We will invest the assets of the Fixed  
Account at our discretion. Investment income from such Fixed Account assets will
be allocated to us and to the Contracts participating in the Fixed Account.     

Investment income from the Fixed Account allocated to us includes compensation  
for mortality and expense risks borne by us in connection with Fixed Account    
Contracts. The amount of such investment income allocated to the Contracts will 
vary from year to year in our sole discretion at such rate or rates as we       
prospectively declare from time to time.                                        

We guarantee the initial rate for any allocations into the Fixed Account for one
year from the date of such allocation. We guarantee subsequent renewal rates for
the calendar quarter. We also guarantee that for the life of the Contract we    
will credit interest at a rate not less than the minimum interest rate allowed  
by state law. We reserve the right to change the rate subject to applicable     
state law. We will determine any interest we credit to amounts allocated to the 
Fixed Account in excess of the minimum guaranteed rate in our sole discretion.  
You assume the risk that interest credited to the Fixed Account may not exceed  
the minimum guaranteed rate for any given year. We have no specific formula for 
determining the interest rate. Some factors we may consider are regulatory and  
tax requirements, general economic trends and competitive factors.              

TRANSFERS                                                                       

You may make transfers from the Fixed Account to any available Variable Funding 
Option(s) twice a year during the 30 days following the semiannual anniversary  
of the Contract Date. We limit transfers to an amount of up to 15% of the Fixed 
Account Contract Value on the semiannual Contract Date anniversary. (This       
restriction does not apply to transfers under the Dollar Cost Averaging         
Program.) Amounts previously transferred from the Fixed Account to Variable     
Funding Options may not be transferred back to the Fixed Account for a period of
at least six months from the date of transfer. We reserve the right to waive    
either of these restrictions. Where permitted by state law, we reserve the right
to restrict transfers into the Fixed Account whenever the credited interest rate
on the Fixed Account is equal to the minimum guaranteed interest rate specified 
in your Contract.                                                               

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APPENDIX D

 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information and  
financial statements relating to MetLife Insurance Company of Connecticut or    
MetLife Life and Annuity Company of Connecticut. A list of the contents of the  
Statement of Additional Information is set forth below:                         

The Insurance Company                   
Principal Underwriter                   
         Distribution and Principal Underwriting Agreement
Valuation of Assets                     
Federal Tax Considerations              
     Independent Registered Public Accounting Firm
Condensed Financial Information         
Financial Statements                    

Copies of the Statement of Additional Information dated May 1, 2006 are         
available without charge. To request a copy, please clip this coupon on the line
above, enter your name and address in the spaces provided below, and mail to    
MetLife Insurance Company of Connecticut/MetLife Life and Annuity Company of    
Connecticut at One Cityplace, 185 Asylum Street, 3CP, Hartford, Connecticut     
06103-3415. For the MetLife Insurance Company of Connecticut Statement of       
Additional Information please request MIC-Book-06-07-10-11, and for the MetLife 
Life and Annuity Company of Connecticut Statement of Additional Information     
please request MLAC-Book-06-07-10-11.                                           

Name:    ___________________________________                                    

Address: ___________________________________                                    

___________________________________                           

Check Box:                                                                      

[   ] MIC-Book-06-07-10-11                                                      

[   ] MLAC-Book-06-07-10-11                                                     

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Book 07                                                              May 1, 2006

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PREMIER ADVISERS ANNUITY PROSPECTUS:
 METLIFE OF CT FUND ABD FOR VARIABLE ANNUITIES
METLIFE OF CT FUND ABD II FOR VARIABLE ANNUITIES

This prospectus describes PREMIER ADVISERS ANNUITY, a flexible premium deferred 
variable annuity contract (the "Contract") issued by MetLife Insurance Company  
of Connecticut or MetLife Life and Annuity Company of Connecticut (formerly The 
Travelers Insurance Company and The Travelers Life and Annuity Company,         
respectively).* MetLife Life and Annuity Company of Connecticut does not        
solicit or issue insurance products in the state of New York. Refer to your     
Contract for the name of your issuing company. The Contract is available in     
connection with certain retirement plans that qualify for special federal       
income tax treatment ("Qualified Contracts") as well as those that do not       
qualify for such treatment ("Non-qualified Contracts"). We may issue it as an   
individual contract or as a group contract. When we issue a group contract,     
you will receive a certificate summarizing the Contract's provisions. For       
convenience, we refer to contracts and certificates as "Contracts."             

You can choose to have your premium ("Purchase Payments") accumulate on a       
variable and/or fixed basis in one of our funding options. Your Contract Value  
before the Maturity Date and the amount of monthly income afterwards will vary  
daily to reflect the investment experience of the Variable Funding Options you  
select. You bear the investment risk of investing in the Variable Funding       
Options. The Variable Funding Options are:                                      

JANUS ASPEN SERIES (SERVICE SHARES)                                             
Forty Portfolio                                                           
Mid Cap Value Portfolio                                                   
Worldwide Growth Portfolio                                                
LEGG MASON PARTNERS VARIABLE PORTFOLIOS I, INC. (CLASS I)+                      
Legg Mason Partners Variable All Cap Portfolio+                           
Legg Mason Partners Variable High Yield Bond Portfolio+                   
Legg Mason Partners Variable Investors Portfolio+                         
Legg Mason Partners Variable Small Cap Growth Portfolio+                  
Legg Mason Partners Variable Strategic Bond Portfolio+                    
MET INVESTORS SERIES TRUST (CLASS A)                                            
Neuberger Berman Real Estate Portfolio+                                   
METROPOLITAN SERIES FUND, INC.                                                  
BlackRock Money Market Portfolio - Class A+                               
FI Large Cap Portfolio - Class A+                                         
FI Value Leaders Portfolio - Class D+                                     
MFS Total Return Portfolio - Class F+                                     
THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (CLASS I)                               
Emerging Markets Equity Portfolio                                         
Equity Growth Portfolio                                                   
Global Value Equity Portfolio                                             
Mid Cap Growth Portfolio                                                  
U.S. Mid Cap Value Portfolio                                              
Value Portfolio                                                           
VAN KAMPEN LIFE INVESTMENT TRUST (CLASS I)                                      
Comstock Portfolio                                                        
Emerging Growth Portfolio                                                 
Enterprise Portfolio                                                      
Government Portfolio                                                      
Growth and Income Portfolio                                               
VARIABLE INSURANCE PRODUCTS FUND (SERVICE CLASS 2)                              
VIP Contrafund(R) Portfolio                                               
VIP Mid Cap Portfolio                                                     

--------------                                                                  
+     This Variable Funding Option has been subject to a merger, substitution or
 name change. Please see "THE ANNUITY CONTRACT -- The Variable Funding
Options" for more information.                                      

*THE TRAVELERS INSURANCE COMPANY HAS FILED FOR APPROVAL TO CHANGE ITS NAME TO   
METLIFE INSURANCE COMPANY OF CONNECTICUT. THE TRAVELERS LIFE AND ANNUITY COMPANY
HAS FILED FOR APPROVAL TO CHANGE ITS NAME TO METLIFE LIFE AND ANNUITY COMPANY OF
CONNECTICUT. THE CHANGE WILL BE EFFECTIVE MAY 1, 2006 PENDING REGULATORY        
APPROVAL. YOU WILL RECEIVE A CONTRACT ENDORSEMENT NOTIFYING YOU OF THE NAME     
CHANGE ONCE IT HAS OCCURRED.                                                    

The Contract is not offered to new purchasers.                                  

This prospectus provides the information that you should know before investing  
in the Contract. Please keep this prospectus for future reference. You can      
receive additional information about your Contract by requesting a copy of the  
Statement of Additional Information ("SAI") dated May 1, 2006. We filed the SAI 
with the Securities and Exchange Commission ("SEC"), and it is incorporated by  
reference into this prospectus. To request a copy, write to us at One Cityplace,
185 Asylum Street, 3CP, Hartford, Connecticut 06103-3415, call 1-800-599-9460 or
access the SEC's website (http://www.sec.gov). See Appendix D for the SAI's     
table of contents.                                                              

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR THE ADEQUACY OF THIS 
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.           

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OF ANY BANK, AND ARE NOT INSURED OR 
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT 
AGENCY.                                                                         

PROSPECTUS DATED MAY 1, 2006

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 TABLE OF CONTENTS

                                                                [Download Table]
                                                                               
Glossary...................................................................  3 
Summary....................................................................  5 
Fee Table..................................................................  8 
Condensed Financial Information............................................ 12 
The Annuity Contract....................................................... 12 
   Contract Owner Inquiries................................................ 13 
   Purchase Payments....................................................... 13 
   Accumulation Units...................................................... 13 
   The Variable Funding Options............................................ 14 
The Fixed Account.......................................................... 17 
Charges and Deductions..................................................... 17 
   General................................................................. 17 
   Withdrawal Charge....................................................... 18 
   Free Withdrawal Allowance............................................... 18 
   Administrative Charges.................................................. 18 
   Mortality and Expense Risk Charge....................................... 19 
   Variable Liquidity Benefit Charge....................................... 19 
   Variable Funding Option Expenses........................................ 19 
   Premium Tax............................................................. 19 
   Changes in Taxes Based Upon Premium or Value............................ 19 
Transfers.................................................................. 19 
   Market Timing/Excessive Trading......................................... 20 
   Dollar Cost Averaging................................................... 21 
Access to Your Money....................................................... 22 
   Systematic Withdrawals.................................................. 22 
   Loans................................................................... 22 
Ownership Provisions....................................................... 23 
   Types of Ownership...................................................... 23 
      Contract Owner....................................................... 23 
      Beneficiary.......................................................... 23 
      Annuitant............................................................ 23 
Death Benefit.............................................................. 24 
   Death Proceeds before the Maturity Date................................. 24 
   Payment of Proceeds..................................................... 25 
   Beneficiary Contract Continuance........................................ 26 

   Planned Death Benefit................................................... 26 

   Death Proceeds after the Maturity Date.................................. 27 
The Annuity Period......................................................... 27 

   Maturity Date........................................................... 27 
   Allocation of Annuity................................................... 27 
   Variable Annuity........................................................ 27 
   Fixed Annuity........................................................... 28 

Payment Options............................................................ 28 
   Election of Options..................................................... 28 
   Annuity Options......................................................... 29 
   Income Options.......................................................... 29 
   Variable Liquidity Benefit.............................................. 29 
Miscellaneous Contract Provisions.......................................... 30 
   Right to Return......................................................... 30 
   Termination............................................................. 30 
   Required Reports........................................................ 30 
   Suspension of Payments.................................................. 30 
The Separate Accounts...................................................... 30 
   Performance Information................................................. 31 
Federal Tax Considerations................................................. 31 
   General Taxation of Annuities........................................... 31 
   Types of Contracts: Qualified and Non-qualified......................... 32 
   Qualified Annuity Contracts............................................. 32 
      Taxation of Qualified Annuity Contracts.............................. 32 
      Mandatory Distributions for Qualified Plans.......................... 32 
   Non-qualified Annuity Contracts......................................... 33 
      Diversification Requirements for Variable Annuities.................. 33 
      Ownership of the Investments......................................... 33 
      Taxation of Death Benefit Proceeds................................... 34 
   Other Tax Considerations................................................ 34 
      Treatment of Charges for Optional Benefits........................... 34 
      Penalty Tax for Premature Distribution............................... 34 
      Puerto Rico Tax Considerations....................................... 34 
      Non-Resident Aliens.................................................. 34 
Other Information.......................................................... 35 
   The Insurance Companies................................................. 35 
   Financial Statements.................................................... 35 
   Distribution of Variable Annuity Contracts.............................. 35 
   Conformity with State and Federal Laws.................................. 37 
   Voting Rights........................................................... 37 
   Restrictions on Financial Transactions.................................. 37 
   Legal Proceedings....................................................... 37 
Appendix A: Condensed Financial Information for MetLife of CT Fund ABD for     
   Variable Annuities ..................................................... A-1
Appendix B: Condensed Financial Information for MetLife of CT Fund ABD II      
   for Variable Annuities ................................................. B-1
Appendix C: The Fixed Account.............................................. C-1
Appendix D: Contents of the Statement of Additional Information:........... D-1

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GLOSSARY

ACCUMULATION UNIT -- an accounting unit of measure used to calculate the value  
of this Contract before Annuity Payments begin.                                 

ANNUITANT -- the person on whose life the Maturity Date and Annuity Payments    
depend.                                                                         

ANNUITY PAYMENTS -- a series of periodic payments (a) for life; (b) for life    
with a minimum number of payments; (c) for the joint lifetime of the Annuitant  
and another person, and thereafter during the lifetime of the survivor; or (d)  
for a fixed period.                                                             

ANNUITY UNIT -- an accounting unit of measure used to calculate the amount of   
Annuity Payments.                                                               

CASH SURRENDER VALUE -- the Contract Value less any withdrawal charge and       
premium tax not previously deducted.                                            

CODE -- the Internal Revenue Code of 1986, as amended, and all related laws and 
regulations that are in effect during the term of this Contract.                

CONTINGENT ANNUITANT -- the individual who becomes the Annuitant when the       
Annuitant who is not the owner dies prior to the Maturity Date.                 

CONTRACT DATE -- the date on which the Contract is issued.                      

CONTRACT OWNER (you) -- the person named in the Contract (on the specifications 
page) as the owner of the Contract.                                             

CONTRACT VALUE -- Purchase Payments, plus or minus any investment experience on 
the amounts allocated to the variable funds or interest on amounts allocated to 
the Fixed Account, adjusted by any applicable charges and withdrawals.          

CONTRACT YEARS -- twelve month periods beginning with the Contract Date.        

DEATH REPORT DATE -- the day on which we have received 1) Due Proof of Death and
2) written payment instructions or election of spousal or beneficiary contract  
continuation.                                                                   

DUE PROOF OF DEATH -- (i) a copy of a certified death certificate; (ii) a copy  
of a certified decree of a court of competent jurisdiction as to the finding of 
death; (iii) a written statement by a medical doctor who attended the deceased; 
or (iv) any other proof satisfactory to us.                                     

FIXED ACCOUNT -- an account that consists of all of the assets under this       
Contract other than those in the Separate Account.                              

HOME OFFICE -- the Home Office of MetLife Insurance Company of Connecticut or   
MetLife Life and Annuity Company of Connecticut or any other office that we may 
designate for the purpose of administering this Contract.                       

MATURITY DATE -- the date on which the Annuity Payments are to begin.           

PAYMENT OPTION -- an annuity or income option elected under your Contract.      

PURCHASE PAYMENT -- any premium paid by you to initiate or supplement this      
Contract.                                                                       

QUALIFIED CONTRACT -- a contract used in a retirement plan or program that is   
intended to qualify under Sections 401, 403, 408, or 414(d) of the Code.        

SEPARATE ACCOUNT -- a segregated account registered with the Securities and     
Exchange Commission ("SEC"), the assets of which are invested solely in the     
Underlying Funds. The assets of the Separate Account are held exclusively for   
the benefit of Contract Owners.                                                 

SUBACCOUNT -- that portion of the assets of a Separate Account that is allocated
to a particular Underlying Fund.                                                

UNDERLYING FUND -- a portfolio of an open-end management investment company that
is registered with the SEC in which the Subaccounts invest.                     

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VALUATION DATE -- a date on which a Subaccount is valued.                       

VALUATION PERIOD -- the period between successive valuations.                   

VARIABLE FUNDING OPTION -- a Subaccount of the Separate Account that invests in 
an Underlying Fund.                                                             

WE, US, OUR -- MetLife Insurance Company of Connecticut or MetLife Life and     
Annuity Company of Connecticut.                                                 

WRITTEN REQUEST -- written information sent to us in a form and content         
satisfactory to us and received at our Home Office.                             

YOU, YOUR -- the Contract Owner.                                                

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SUMMARY:
PREMIER ADVISERS ANNUITY

THIS SUMMARY DETAILS SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD KNOW AND 
CONSIDER BEFORE PURCHASING THE CONTRACT. PLEASE READ THE ENTIRE PROSPECTUS      
CAREFULLY.                                                                      

WHAT COMPANY WILL ISSUE MY CONTRACT? Your issuing company is either MetLife     
Insurance Company of Connecticut or MetLife Life and Annuity Company of         
Connecticut ("the Company," "We" or "Us"). MetLife Life and Annuity Company of  
Connecticut does not solicit or issue insurance products in the state of New    
York. Refer to your Contract for the name of your issuing company. Each company 
sponsors its own segregated account ("Separate Account"). MetLife Insurance     
Company of Connecticut sponsors the MetLife of CT Fund ABD for Variable         
Annuities ("Fund ABD"); MetLife Life and Annuity Company of Connecticut sponsors
the MetLife of CT Fund ABD II for Variable Annuities ("Fund ABD II"). When we   
refer to the Separate Account, we are referring to either Fund ABD or Fund ABD  
II, depending upon your issuing Company.                                        

Contracts issued in your state may provide different features and benefits from 
and impose different costs (such as a waiver of the withdrawal charge on all    
Annuity Payments) than those described in this prospectus.                      

The Contract is not offered to new purchasers.                                  

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE CONTRACT? We designed the Contract 
for retirement savings or other long-term investment purposes. The Contract     
provides a death benefit as well as guaranteed payout options. You direct your  
payment(s) to one or more of the Variable Funding Options and/or to the Fixed   
Account that is part of our general account (the "Fixed Account"). We guarantee 
money directed to the Fixed Account as to principal and interest. The Variable  
Funding Options fluctuate with the investment performance of the Underlying     
Funds and are not guaranteed. You can also lose money in the Variable Funding   
Options.                                                                        

The Contract, like all deferred variable annuity contracts, has two phases: the 
accumulation phase and the payout phase (annuity period). During the            
accumulation phase generally, under a Qualified Contract, your pre-tax          
contributions accumulate on a tax-deferred basis and are taxed as income when   
you make a withdrawal, presumably when you are in a lower tax bracket. During   
the accumulation phase, under a Non-qualified Contract, earnings on your        
after-tax contributions accumulate on a tax-deferred basis and are taxed as     
income when you make a withdrawal. The payout phase occurs when you begin       
receiving payments from your Contract. The amount of money you accumulate in    
your Contract determines the amount of income ("Annuity Payments") you receive  
during the payout phase.                                                        

During the payout phase, you may choose one of a number of annuity options. You 
may receive income payments in the form of a variable annuity, a fixed annuity, 
or a combination of both. If you elect variable income payments, the dollar     
amount of your payments may increase or decrease. Once you choose one of the    
annuity options or income options and begin to receive payments, it cannot be   
changed.                                                                        

WHO CAN PURCHASE THIS CONTRACT? The Contract is currently available for use in  
connection with (1) individual non-qualified purchases; (2) rollovers from      
Individual Retirement Annuities (IRAs); (3) rollovers from other qualified      
retirement plans and (4) beneficiary-directed transfers of death proceeds from  
another contract. Qualified Contracts include Contracts qualifying under Section
401(a), 403(b), or 408(b) of the Internal Revenue Code of 1986, as amended.     
Purchase of this Contract through a tax qualified retirement plan ("Plan") does 
not provide any additional tax deferral benefits beyond those provided by the   
Plan. Accordingly, if you are purchasing this Contract through a Plan, you      
should consider purchasing this Contract for its Death Benefit, Annuity Option  
Benefits, and other non-tax-related benefits.                                   

You may purchase the Contract with an initial payment of at least $5000. You may
make additional payments of at least $500 at any time during the accumulation   
phase. No additional payments are allowed if this Contract is purchased with a  
beneficiary-directed transfer of death proceeds.                                

CAN I EXCHANGE MY CURRENT ANNUITY CONTRACT FOR THIS CONTRACT? The Code generally
permits you to exchange one annuity contract for another in a "tax-free         
exchange." Therefore, you can transfer the proceeds from another annuity        
Contract to purchase this Contract. Before making an exchange to acquire this   
Contract, you should carefully compare this Contract to your current Contract.  
You may have to pay a surrender charge under your current Contract to exchange  
it for this Contract, and this Contract has its own surrender charges that would
apply to you. The other fees and charges under this Contract may be higher or   
lower and the benefits may be different than those of your current Contract. In 
addition, you may have to pay federal income or penalty taxes on the exchange if
it does not qualify for tax-free treatment. You should not                      

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exchange another Contract for this Contract unless you determine, after         
evaluating all the facts, the exchange is in your best interests. Remember that 
the person selling you the Contract generally will earn a commission on the     
sale.                                                                           

IS THERE A RIGHT TO RETURN PERIOD? If you cancel the Contract within twenty days
after you receive it, you will receive a full refund of your Contract Value plus
any Contract charges and premium taxes you paid (but not fees and charges       
assessed by the Underlying Funds). Where state law requires a different right to
return period, or the return of Purchase Payments, the Company will comply. You 
bear the investment risk on the Purchase Payment allocated to a Variable Funding
Option during the right to return period; therefore, the Contract Value we      
return may be greater or less than your Purchase Payment.                       

If you purchased your Contract as an Individual Retirement Annuity, and you     
return it within the first seven days after delivery, or longer if your state   
law permits, we will refund your full Purchase Payment. During the remainder of 
the right to return period, we will refund your Contract Value (including       
charges we assessed). We will determine your Contract Value at the close of     
business on the day we receive a Written Request for a refund.                  

CAN YOU GIVE A GENERAL DESCRIPTION OF THE VARIABLE FUNDING OPTIONS AND HOW THEY 
OPERATE? The Variable Funding Options represent Subaccounts of The Separate     
Account. At your direction, the Separate Account, through its Subaccounts, uses 
your Purchase Payments to purchase shares of one or more of the Underlying Funds
that holds securities consistent with its own investment policy. Depending on   
market conditions, you may make or lose money in any of these Variable Funding  
Options.                                                                        

You can transfer among the Variable Funding Options as frequently as you wish   
without any current tax implications. Currently there is no limit to the number 
of transfers allowed. We may, in the future, limit the number of transfers      
allowed. At a minimum, we would always allow one transfer every six months. We  
reserve the right to restrict transfers that we determine will disadvantage     
other Contract Owners. You may transfer between the Fixed Account and the       
Variable Funding Options twice a year (during the 30 days after the six-month   
Contract Date anniversary), provided the amount is not greater than 15% of the  
Fixed Account value on that date. Amounts previously transferred from the Fixed 
Account to variable funding options may not be transferred back to the Fixed    
Account for a period of at least six months from the date of transfer.          

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance   
features and investment features, and there are costs related to each. We deduct
an administrative expense charge and a mortality and expense risk ("M&E") charge
daily from amounts you allocate to the Separate Account. We deduct the          
administrative expense charge at an annual rate of 0.15% and deduct the M&E     
charge at an annual rate of 1.25%. For Contracts with a value of less than      
$40,000, we also deduct an annual contract administrative charge of $30. Each   
Underlying Fund also charges for management costs and other expenses.           

We will apply a withdrawal charge to withdrawals from the Contract, and will    
calculate it as a percentage of the Purchase Payments. The maximum percentage is
6%, decreasing to 0% after seven full years.                                    

If the Variable Liquidity Benefit is selected, there is a maximum charge of 6%  
of the amounts withdrawn. Please refer to Payment Options for a description of  
this benefit.                                                                   

HOW WILL MY PURCHASE PAYMENTS AND WITHDRAWALS BE TAXED? Generally, the payments 
you make to a Qualified Contract during the accumulation phase are made with    
before-tax dollars. Generally, you will be taxed on your Purchase Payments and  
on any earnings when you make a withdrawal or begin receiving Annuity Payments. 
Under a Non-qualified Contract, payments to the Contract are made with after-tax
dollars, and earnings will generally accumulate tax-deferred. You will be taxed 
on these earnings when they are withdrawn from the Contract. If you are younger 
than 59 1/2 when you take money out, you may be charged a 10% federal penalty   
tax on the amount withdrawn.                                                    

For owners of Qualified Contracts, if you reach a certain age, you may be       
required by federal tax laws to begin receiving payments from your annuity or   
risk paying a penalty tax. In those cases, we can calculate and pay you the     
minimum required distribution amounts.                                          

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the         
accumulation phase. Withdrawal charges may apply, as well as income taxes,      
and/or a penalty tax on amounts withdrawn.                                      

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? The death benefit applies upon the
first death of the Contract Owner, joint owner, or Annuitant. Assuming you are  
the Annuitant, the death benefit is as follows: If you die before the Contract  
is in the payout phase, the person you have chosen as your beneficiary will     

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receive a death benefit. We calculate the death benefit value at the close of   
the business day on which our Home Office receives (1) Due Proof of Death and   
(2) written payment instructions or the election of spousal contract continuance
or beneficiary contract continuance. Please refer to the Death Benefit section  
in the prospectus for more details.                                             

WHERE MAY I FIND OUT MORE ABOUT ACCUMULATION UNIT VALUES? The Condensed         
Financial Information in Appendix A or Appendix B to this prospectus provides   
more information about Accumulation Unit values.                                

ARE THERE ANY ADDITIONAL FEATURES? This Contract has other features you may be  
interested in. These include:                                                   

      -     DOLLAR COST AVERAGING. This is a program that allows you to invest a
     fixed amount of money in Variable Funding Options each month,
        theoretically giving you a lower average cost per unit over time
       than a single one-time purchase. Dollar Cost Averaging requires
            regular investments regardless of fluctuating price levels, and does
      not guarantee profits or prevent losses in a declining market.
      Potential investors should consider their financial ability to
continue purchases through periods of low price levels. 

 -     SYSTEMATIC WITHDRAWAL OPTION. Before the Maturity Date, you can
         arrange to have money sent to you at set intervals throughout the
           year. Of course, any applicable income and penalty taxes will apply
      on amounts withdrawn. Withdrawals in excess of the annual free
   withdrawal allowance may be subject to a withdrawal charge.

-     AUTOMATIC REBALANCING. You may elect to have the Company      
        periodically reallocate the values in your Contract to match the
rebalancing allocation selected.                        

 -     BENEFICIARY CONTRACT CONTINUANCE (NOT PERMITTED FOR NON-NATURAL
       BENEFICIARIES). If you die before the Maturity Date, and if the
          value of any beneficiary's portion of the death benefit is between
 $20,000 and $1,000,000 as of the date of your death, that
            beneficiary(s) may elect to continue his/her portion of the Contract
   rather than have the death benefit paid to the beneficiary.

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 FEE TABLE

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 Contract Value between Variable Funding     
Options. Expenses shown do not include premium taxes, which may be applicable.  

CONTRACT OWNER TRANSACTION EXPENSES                                             

                                                        [Enlarge/Download Table]
                                                                                               
WITHDRAWAL CHARGE........................................................................ 6%(1)
(as a percentage of the Purchase Payments withdrawn)                                           

VARIABLE LIQUIDITY BENEFIT CHARGE........................................................ 6%(2)

(As a percentage of the present value of the remaining Annuity Payments that are
surrendered. The interest rate used to calculate this present value is 1% higher
than the Assumed (Daily) Net Investment Factor used to calculate the Annuity    
Payments.)                                                                      

The next table describes the fees and expenses that you will pay periodically   
during the time that you own the Contract, not including Underlying Fund fees   
and expenses.                                                                   

CONTRACT ADMINISTRATIVE CHARGES                                                 

                                                        [Enlarge/Download Table]
                                                                                                      
ANNUAL CONTRACT ADMINISTRATIVE CHARGE.......................................................... $30(3)

ANNUAL SEPARATE ACCOUNT CHARGES                                                 
(as a percentage of the average daily net assets of the Separate Account)       

                                                        [Enlarge/Download Table]
                                                                                            
Mortality and Expense Risk Charge..................................................... 1.25%
Administrative Expense Charge......................................................... 0.15%
                                                                                       ---- 
      Total Annual Separate Account Charges........................................... 1.40%

------------                                                                    
(1)   The withdrawal charge declines to zero after the Purchase Payment has been
in the Contract for over seven years. The charge is as follows:     

                                                                [Download Table]

        YEARS SINCE PURCHASE PAYMENT MADE                                      
        ---------------------------------                                      
GREATER THAN OR EQUAL TO           BUT LESS THAN              WITHDRAWAL CHARGE
------------------------           -------------              -----------------
                                                                               
         0 years                      2 years                        6%        
         2 years                      4 years                        5%        
         4 years                      5 years                        4%        
         5 years                      6 years                        3%        
         6 years                      7 years                        2%        
         7+ years                                                    0%        

(2)   This withdrawal charge only applies when you surrender the Contract after 
 beginning to receive Annuity Payments. The Variable Liquidity Benefit
Charge declines to zero after seven years. The charge is as follows:

                                                                [Download Table]

      YEARS SINCE INITIAL PURCHASE PAYMENT                                     
      ------------------------------------                                     
GREATER THAN OR EQUAL TO           BUT LESS THAN              WITHDRAWAL CHARGE
------------------------           -------------              -----------------
                                                                               
         0 years                      2 years                        6%        
         2 years                      4 years                        5%        
         4 years                      5 years                        4%        
         5 years                      6 years                        3%        
         6 years                      7 years                        2%        
        7 + years                                                    0%        

(3)   We do not assess this charge if Contract Value is $40,000 or more on the  
fourth Friday of each August.                                       

UNDERLYING FUND EXPENSES AS OF DECEMBER 31, 2005 (UNLESS OTHERWISE INDICATED):  

The first table below shows the range (minimum and maximum) of the total annual 
operating expenses charged by all of the Underlying Funds, before any voluntary 
or contractual fee waivers and/or expense reimbursements. The second table shows
each Underlying Fund's management fee, distribution and/or service fees (12b-1) 
if applicable, and other expenses. The Underlying Funds provided this           
information and                                                                 

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we have not independently verified it. More detail concerning each Underlying   
Fund's fees and expenses is contained in the prospectus for each Underlying     
Fund. Current prospectuses for the Underlying Funds can be obtained by calling  
1-800-842-9406.                                                                 

MINIMUM AND MAXIMUM TOTAL ANNUAL UNDERLYING FUND OPERATING EXPENSES             

                                                                [Download Table]

                                                       MINIMUM  MAXIMUM
                                                       -------  -------
                                                                       
TOTAL ANNUAL FUND OPERATING EXPENSES                                   
(expenses that are deducted from Underlying                            
Fund assets, including management fees, distribution                   
and/or service fees (12b-1) fees, and other expenses)   0.42%    1.66% 

UNDERLYING FUND FEES AND EXPENSES                                               
(as a percentage of average daily net assets)                                   

                                                        [Enlarge/Download Table]

                                                    DISTRIBUTION                           CONTRACTUAL FEE   NET TOTAL    
                                                       AND/OR                TOTAL ANNUAL       WAIVER        ANNUAL      
                                       MANAGEMENT  SERVICE(12B-1)   OTHER     OPERATING     AND/OR EXPENSE   OPERATING    
UNDERLYING FUND:                           FEE          FEES       EXPENSES    EXPENSES     REIMBURSEMENT   EXPENSES**    
----------------                           ---          ----       --------    --------     -------------   ----------    
                                                                                                                          
JANUS ASPEN SERIES (SERVICE SHARES)                                                                                       
   Forty Portfolio*                       0.64%        0.25%        0.03%       0.92%             --              0.92%   
   Mid Cap Value Portfolio*               0.64%        0.25%        0.33%       1.22%             --              1.22%(1)
   Worldwide Growth Portfolio*            0.60%        0.25%        0.01%       0.86%             --              0.86%(1)
LEGG MASON PARTNERS VARIABLE                                                                                              
   PORTFOLIOS I, INC. (CLASS I)                                                                                           
   Legg Mason Partners Variable All                                                                                       
      Cap Portfolio                       0.75%          --         0.07%       0.82%             --              0.82%   
   Legg Mason Partners Variable High                                                                                      
      Yield Bond Portfolio                0.80%          --         0.30%       1.10%             --              1.10%(2)
   Legg Mason Partners Variable                                                                                           
      Investors Portfolio                 0.65%          --         0.06%       0.71%             --              0.71%   
   Legg Mason Partners Variable Small                                                                                     
      Cap Growth Portfolio                0.75%          --         0.22%       0.97%             --              0.97%   
   Legg Mason Partners Variable                                                                                           
      Strategic Bond Portfolio            0.65%          --         0.20%       0.85%             --              0.85%(2)
MET INVESTORS SERIES TRUST (CLASS A)                                                                                      
   Neuberger Berman Real Estate                                                                                           
      Portfolio                           0.67%          --         0.03%       0.70%             --              0.70%   
METROPOLITAN SERIES FUND, INC.                                                                                            
   BlackRock Money Market Portfolio -                                                                                     
      Class A                             0.35%          --         0.07%       0.42%           0.01%             0.41%(3)
   FI Large Cap Portfolio - Class A       0.80%          --         0.06%       0.86%             --              0.86%(4)
   FI Value Leaders Portfolio - Class                                                                                     
      D*                                  0.66%        0.10%        0.07%       0.83%             --              0.83%   
   MFS Total Return Portfolio - Class                                                                                     
      F*                                  0.57%        0.20%        0.16%       0.93%             --              0.93%(5)

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                                                                [Download Table]
                                                                           
THE UNIVERSAL INSTITUTIONAL FUNDS,                                         
   INC. (CLASS I)                                                          
   Emerging Markets Equity Portfolio  1.25%    --   0.41%  1.66%  --  1.66%
   Equity Growth Portfolio            0.50%    --   0.33%  0.83%  --  0.83%
   Global Value Equity Portfolio      0.67%    --   0.35%  1.02%  --  1.02%
   Mid Cap Growth Portfolio           0.75%    --   0.34%  1.09%  --  1.09%
   U.S. Mid Cap Value Portfolio       0.72%    --   0.29%  1.01%  --  1.01%
   Value Portfolio                    0.55%    --   0.37%  0.92%  --  0.92%
VAN KAMPEN LIFE INVESTMENT TRUST                                           
   (CLASS I)                                                               
   Comstock Portfolio                 0.56%    --   0.03%  0.59%  --  0.59%
   Emerging Growth Portfolio          0.70%    --   0.07%  0.77%  --  0.77%
   Enterprise Portfolio               0.50%    --   0.18%  0.68%  --  0.68%
   Government Portfolio               0.50%    --   0.14%  0.64%  --  0.64%
   Growth and Income Portfolio        0.57%    --   0.04%  0.61%  --  0.61%
VARIABLE INSURANCE PRODUCTS FUND                                           
   (SERVICE CLASS 2)                                                       
   VIP Contrafund(R) Portfolio*       0.57%  0.25%  0.09%  0.91%  --  0.91%
   VIP Mid Cap Portfolio*             0.57%  0.25%  0.12%  0.94%  --  0.94%

--------------                                                                  
*     The 12b-1 fees deducted from these classes cover certain distribution,    
      shareholder support and administrative services provided by intermediaries
(the insurance company, broker dealer or other service provider).   

**    Net Total Annual Operating Expenses do not reflect (1) voluntary waivers  
     of fees and expenses; (2) contractual waivers that are in effect for less
     than one year from the date of this Prospectus; or (3) expense reductions
    resulting from custodial fee credits or directed brokerage arrangements.

NOTES                                                                           

(1)   Effective February 1, 2006 for Mid Cap Value Portfolio and Worldwide      
  Growth Portfolio, the Portfolio's investment advisory fee rate changed
      from a fixed rate to a rate that adjusts upward or downward based upon the
     Portfolio's performance relative to its benchmark index. This change will
 not impact the investment advisory fee shown until one year after the
effective date when the performance adjustment takes effect. Details
discussing the change are included in the Portfolio's Statement of  
Additional Information.                                             

(2)   Management fees in the table have been restated to reflect a new          
management fee schedule that became effective on October 1, 2005.   

(3)   Our affiliate, MetLife Advisers, LLC and the Metropolitan Series Fund,    
     Inc. have entered into an expense agreement under which MetLife Advisers,
   LLC will waive, through April 30, 2007, the management fees (other than
      brokerage costs, interest, taxes or extraordinary expenses) payable by the
   Portfolio, in the following amount: 0.005% on the first $500 million of
assets and .015% on the next $500 million of assets.                

(4)   The Portfolio's total annual expenses have been restated to reflect the   
     reorganization of another Portfolio into this Portfolio which occurred as
   of the close of business on April 28, 2006. The expenses have also been
  restated to reflect contractual arrangements in effect on May 1, 2006.

(5)   The management fee has been restated to reflect a new management fee      
schedule that became effective on May 1, 2006.                      

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EXAMPLE                                                                         

The example is 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 Underlying Fund total annual operating expenses.   
The example does not represent past or future expenses. Your actual expenses may
be more or less than those shown.                                               

The example assumes that you invest $10,000 in the Contract for the time periods
indicated and that your investment has a 5% return each year. The example       
reflects the annual Contract administrative charge, factoring in that the charge
is waived for contracts over a certain value. Additionally, the example is based
on the minimum and maximum Underlying Fund total annual operating expenses shown
above, and does not reflect any Underlying Fund fee waivers and/or expense      
reimbursements.                                                                 

The example assumes that you have allocated all of your Contract Value to either
the Underlying Fund with the maximum total annual operating expenses or the     
Underlying Fund with the minimum total annual operating expenses.               

                                                        [Enlarge/Download Table]

                                            IF CONTRACT IS SURRENDERED                                        
                                               AT THE END OF PERIOD         IF CONTRACT IS NOT SURRENDERED OR 
                                                 OF PERIOD SHOWN:              ANNUITIZED AT THE END SHOWN:   
                                        ----------------------------------  ----------------------------------
FUNDING OPTION                          1 YEAR  3 YEARS  5 YEARS  10 YEARS  1 YEAR  3 YEARS  5 YEARS  10 YEARS
--------------                          ------  -------  -------  --------  ------  -------  -------  --------
                                                                                                              
Underlying Fund with Maximum Total                                                                            
  Annual Operating Expenses............  $912    $1,453   $2,017   $3,385    $312     $953    $1,617   $3,385 
Underlying Fund with Minimum                                                                                  
  Total Annual Operating Expenses......  $788    $1,081   $1,399   $2,162    $188     $581    $  999   $2,162 

 CONDENSED FINANCIAL INFORMATION

See Appendices A and B.                                                         

THE ANNUITY CONTRACT

Premier Advisers Annuity is a contract between the Contract Owner ("you") and   
the Company. This is the prospectus -- it is not the Contract. The prospectus   
highlights many Contract provisions to focus your attention on the Contract's   
essential features. Your rights and obligations under the Contract will be      
determined by the language of the Contract itself. When you receive your        
Contract, we suggest you read it promptly and carefully. There may be           
differences in your Contract from the descriptions in this prospectus because of
the requirements of the state where we issued your Contract. We will include any
such differences in your Contract.                                              

The Company offers several different annuities that your investment professional
may be authorized to offer to you. Each annuity offers different features and   
benefits that may be appropriate for you. In particular, the annuities differ   
based on variations in the standard and optional death benefit protection       
provided for your beneficiaries, the availability of optional living benefits,  
the ability to access your Contract Value if necessary and the charges that you 
will be subject to if you make a withdrawal or surrender the annuity. The       
separate account charges and other charges may be different between each annuity
we offer. Optional death benefits and living benefits are subject to a separate 
charge for the additional protections they offer to you and your beneficiaries. 
Furthermore, annuities that offer greater flexibility to access your Contract   
Value generally are subject to higher separate account charges than annuities   
that deduct charges if you make a withdrawal or surrender.                      

We encourage you to evaluate the fees, expenses, benefits and features of this  
annuity against those of other investment products, including other annuity     
products offered by us and other insurance companies. Before purchasing this or 
any other investment product you should consider whether the product you        
purchase is consistent with your risk tolerance, investment objectives,         
investment time horizon, financial and tax situation, liquidity needs and how   
you intend to use the annuity.                                                  

You make Purchase Payments to us and we credit them to your Contract. We promise
to pay you an income, in the form of annuity or income payments, beginning on a 
future date that you choose, the Maturity Date.                                 

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The Purchase Payments accumulate tax deferred in the funding options of your    
choice. We offer multiple Variable Funding Options, and one Fixed Account       
option. The Contract Owner assumes the risk of gain or loss according to the    
performance of the Variable Funding Options. The Contract Value is the amount of
Purchase Payments, plus or minus any investment experience on the amounts you   
allocate to the Separate Account ("Separate Account Contract Value") or interest
on the amounts you allocate to the Fixed Account ("Fixed Account Contract       
Value"). The Contract Value also reflects all withdrawals made and charges      
deducted. There is generally no guarantee that at the Maturity Date the Contract
Value will equal or exceed the total Purchase Payments made under the Contract. 
The date the Contract and its benefits become effective is referred to as the   
Contract Date. Each 12-month period following the Contract Date is called a     
Contract Year.                                                                  

Certain changes and elections must be made in writing to the Company. Where the 
term "Written Request" is used, it means that you must send written information 
to our Home Office in a form and content satisfactory to us.                    

The Contracts are not offered to new purchasers.                                

Purchase of this Contract through a tax qualified retirement plan or IRA does   
not provide any additional tax deferral benefits beyond those provided by the   
plan or the IRA. Accordingly, if you are purchasing this Contract through a plan
or IRA, you should consider purchasing this Contract for its Death Benefit,     
Annuity Option Benefits, and other non-tax-related benefits. You should consult 
with your tax adviser to determine if this Contract is appropriate for you.     

CONTRACT OWNER INQUIRIES                                                        

Any questions you have about your Contract should be directed to our Home Office
at 1-800-599-9460.                                                              

PURCHASE PAYMENTS                                                               

Your initial Purchase Payment is due and payable before the Contract becomes    
effective. The initial Purchase Payment must be at least $5,000. You may make   
additional payments of at least $500 at any time. No additional payments are    
allowed if this Contract is purchased with a beneficiary-directed transfer of   
death benefit proceeds. Under certain circumstances, we may waive the minimum   
Purchase Payment requirement. Purchase Payments over $1,000,000 may be made only
with our prior consent.                                                         

We will apply the initial Purchase Payment less any applicable premium tax      
within two business days after we receive it at our Home Office with a properly 
completed application or order request. If your request or other information    
accompanying the initial Purchase Payment is incomplete when received, we will  
hold the Purchase Payment for up to five business days. If we cannot obtain the 
necessary information within five business days, we will return the Purchase    
Payment in full, unless you specifically consent for us to keep it until you    
provide the necessary information.                                              

We will credit any subsequent Purchase Payment to a Contract on the same        
business day we receive it, if it is received in good order by our Home Office  
by 4:00 p.m. Eastern time. A business day is any day that the New York Stock    
Exchange is open for regular trading (except when trading is restricted due to  
an emergency as defined by the Securities and Exchange Commission).             

ACCUMULATION UNITS                                                              

The period between the Contract Date and the Maturity Date is the Accumulation  
Period. During the Accumulation Period, an Accumulation Unit is used to         
calculate the value of a Contract. Each Variable Funding Option has a           
corresponding Accumulation Unit value. The Accumulation Units are valued each   
business day and their values may increase or decrease from day to day. The     
daily change in value of an Accumulation Unit each day is based on the          
investment performance of the corresponding Underlying Fund, and the deduction  
of separate account charges shown in the Fee Table in this prospectus. The      
number of Accumulation Units we will credit to your Contract once we receive a  
Purchase Payment is determined by dividing the amount directed to each Variable 
Funding Option by the value of its Accumulation Unit. Normally, we calculate the
value of an Accumulation Unit for each Variable Funding Option as of the close  
of regular trading (generally 4:00 p.m. Eastern Time) each day the New York     
Stock Exchange is open. After the value is calculated, we credit your Contract. 
During the Annuity Period (i.e., after the Maturity Date), you are credited with
Annuity Units.                                                                  

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THE VARIABLE FUNDING OPTIONS                                                    

You choose the Variable Funding Options to which you allocate your Purchase     
Payments. From time to time we may make new Variable Funding Options available. 
These Variable Funding Options are Subaccounts of the Separate Account. The     
Subaccounts invest in the Underlying Funds. You are not investing directly in   
the Underlying Fund. Each Underlying Fund is a portfolio of an open-end         
management investment company that is registered with the SEC under the         
Investment Company Act of 1940. These Underlying Funds are not publicly traded  
and are offered only through variable annuity contracts, variable life insurance
policies, and in some instances, certain retirement plans. They are not the same
retail mutual funds as those offered outside of a variable annuity or variable  
life insurance product, although the investment practices and fund names may be 
similar, and the portfolio managers may be identical. Accordingly, the          
performance of the retail mutual fund is likely to be different from that of the
Underlying Fund, and Contract Owners should not compare the two.                

We select the Underlying Funds offered through this Contract based on several   
criteria, including asset class coverage, the strength of the adviser's or      
sub-adviser'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 Underlying Fund's adviser or        
sub-adviser is one of our affiliates or whether the Underlying Fund, its        
adviser, its sub-adviser(s), or an affiliate will compensate us or our          
affiliates for providing certain administrative, marketing and other support    
services that would otherwise be provided by the Underlying Fund, the Underlying
Fund's investment adviser, or its distributor. In some cases, we have included  
Underlying Funds based on recommendations made by broker-dealer firms. When we  
develop a variable product in cooperation with a fund family or distributor     
(e.g., a "private label" product), we will generally include Underlying Funds   
based on recommendations made by the fund family or distributor, whose selection
criteria may differ from our selection criteria.                                

We review the Underlying Funds periodically and may remove an Underlying Fund or
limit its availability to new Purchase Payments and/or transfers of Contract    
Value if we determine that the Underlying Fund no longer meets one or more of   
the selection criteria, and/or if the Underlying Fund has not attracted         
significant allocations from owners. We do not provide investment advice and do 
not recommend or endorse any particular Underlying Fund.                        

In certain circumstances, our ability to remove or replace an Underlying Fund   
may be limited by the terms of a five-year agreement between MetLife, Inc.      
("MetLife") and Legg Mason, Inc. ("Legg Mason") relating to the use of certain  
Underlying Funds advised by Legg Mason affiliates. The agreement sets forth the 
conditions under which we can remove an Underlying Fund, which, in some cases,  
may differ from our selection criteria. In addition, during the term of the     
agreement, subject to our fiduciary and other legal duties, we are generally    
obligated in the first instance to consider Underlying Funds advised by Legg    
Mason affiliates in seeking to make a substitution for an Underlying Fund       
advised by a Legg Mason affiliate. The agreement was originally entered into on 
July 1, 2005 by MetLife and certain affiliates of Citigroup Inc. ("Citigroup")  
as part of MetLife's acquisition of The Travelers Insurance Company and The     
Travelers Life and Annuity Company from Citigroup. Legg Mason replaced the      
Citigroup affiliates as a party to the agreement when Citigroup sold its asset  
management business to Legg Mason.                                              

If investment in the Underlying Funds or a particular Underlying Fund is no     
longer possible, in our judgment becomes inappropriate for the purposes of the  
Contract, or for any other reason in our sole discretion, we may substitute     
another Underlying Fund or Underlying Funds without your consent. The           
substituted Underlying Fund(s) 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
Underlying Funds to allocations of Purchase Payments or Contract Value, or both,
at any time in our sole discretion.                                             

You will find detailed information about the Underlying Funds and their inherent
risks in the current prospectuses for the Underlying Funds. Since each Variable 
Funding Option has varying degrees of risk, please read the prospectuses        
carefully before investing. There is no assurance that any of the Underlying    
Funds will meet its investment objectives. Contact your registered              
representative or call 1-800-842-9406 to request additional copies of the       
prospectuses.                                                                   

ADMINISTRATIVE, MARKETING AND SUPPORT SERVICE FEES. As described above, an      
investment adviser (other than our affiliates MetLife Advisers, LLC and Met     
Investors Advisory LLC) or sub-adviser of an Underlying Fund, or its affiliates,
may compensate us and/or certain of our affiliates for administrative or other  
services                                                                        

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relating to the Underlying Funds. The amount of this compensation is not        
deducted from Fund assets and does not decrease the Fund's investment return.   
The amount of the compensation is based on a percentage of assets of the        
Underlying Fund attributable to the Contracts and certain other variable        
insurance products that we and our affiliates issue. These percentages differ   
and some advisers or sub-advisers (or other affiliates) may pay us more than    
others. These percentages currently range up to 0.50%. Additionally, an         
investment adviser or sub-adviser of an Underlying Fund or its affiliates may   
provide us with wholesaling services that assist in the distribution of the     
Contracts and may pay the Company and/or certain of our affiliates amounts to   
participate in sales meetings. These amounts may be significant and may provide 
the adviser or sub-adviser (or their affiliate) with increased access to persons
involved in the distribution of the Contracts.                                  

We and/or certain of our affiliated insurance companies are joint members of our
affiliated investment advisers MetLife Advisers, LLC and Met Investors Advisory 
LLC, which are organized as "limited liability companies." Our membership       
interests entitle us to profit distributions if the adviser makes a profit with 
respect to the advisory fees it receives from the Underlying Funds. We may      
benefit accordingly from assets allocated to the Underlying Funds to the extent 
they result in profits to the advisers. (See "Fee Table -- Underlying Fund Fees 
and Expenses" for information on the management fees paid by the Underlying     
Funds and the Statement of Additional Information for information on the        
management fees paid by the advisers to the sub-advisers.)                      

Certain Underlying Funds have adopted a Distribution Plan under Rule 12b-1 of   
the Investment Company Act of 1940. The Distribution Plan is described in more  
detail in the Underlying Fund's prospectus. (See "Fee Table -- Underlying Fund  
Fees and Expenses" and "Other Information -- Distribution of Variable Annuity   
Contracts.") The payments are deducted from the assets of the Underlying Funds  
and are paid to our distributor, MLI Distribution LLC. These payments decrease  
the Funds' investment return.                                                   

The agreement described above between MetLife and Legg Mason also obligates Legg
Mason affiliates to continue on their current terms certain arrangements under  
which we receive payments in connection with our provision of administrative,   
marketing or other support services to the Underlying Funds advised or          
sub-advised by Legg Mason affiliates.                                           

Each Underlying Fund has different investment objectives and risks. The         
Underlying Fund prospectuses contain more detailed information on each          
Underlying Fund's investment strategy, investment adviser and fees. You may     
obtain an Underlying Fund prospectus by calling 1-800-842-9406 or through your  
registered representative. We do not guarantee the investment results of the    
Underlying Funds.                                                               

The current Variable Funding Options are listed below, along with their         
investment advisers and any subadviser:                                         

                                                        [Enlarge/Download Table]

FUNDING                                                           INVESTMENT                              INVESTMENT            
OPTION                                                            OBJECTIVE                           ADVISER/SUBADVISER        
------                                                            ---------                           ------------------        
                                                                                                                                
JANUS ASPEN SERIES (SERVICE SHARES)                                                                                             
   Forty Portfolio                         Seeks long-term growth of capital.              Janus Capital Management LLC         
   Mid Cap Value Portfolio                 Seeks capital appreciation.                     Janus Capital Management LLC         
   Worldwide Growth Portfolio              Seeks long-term growth of capital in a manner   Janus Capital Management LLC         
                                           consistent with the preservation of capital.                                         
LEGG MASON PARTNERS VARIABLE PORTFOLIOS                                                                                         
   I, INC.(CLASS I)                                                                                                             
   Legg Mason Partners Variable All Cap    Seeks capital appreciation.                     Salomon Brothers Asset Management Inc
      Portfolio                                                                                                                 
   Legg Mason Partners Variable High       Seeks total return, consistent with the         Salomon Brothers Asset Management Inc
      Yield Bond Portfolio                 preservation of capital.                                                             
   Legg Mason Partners Variable Investors  Seeks long-term growth of capital. Secondarily  Salomon Brothers Asset Management Inc
      Portfolio                            seeks current income.                                                                
   Legg Mason Partners Variable Small Cap  Seeks long-term growth of capital.              Salomon Brothers Asset Management Inc
      Growth Portfolio                                                                                                          
   Legg Mason Partners Variable Strategic  Seeks to maximize total return consistent with  Salomon Brothers Asset Management Inc
      Bond Portfolio                       the preservation of capital.                                                         
MET INVESTORS SERIES TRUST (CLASS A)                                                                                            
   Neuberger Berman Real Estate Portfolio  Seeks to provide total return through           Met Investors Advisory LLC           
                                           investment in real estate securities,           Subadviser: Neuberger                
                                           emphasizing both capital appreciation and       Berman Management, Inc.              
                                           current income                                                                       
METROPOLITAN SERIES FUND, INC.                                                                                                  

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                                                        [Enlarge/Download Table]
                                                                                                                                
   BlackRock Money Market Portfolio -    Seeks a high level of current income consistent    MetLife Advisers, LLC               
      Class A                            with preservation of capital.                      Subadviser: BlackRock Advisors, Inc.
   FI Large Cap Portfolio - Class A      Seeks long-term growth of capital.                 MetLife Advisers, LLC               
                                                                                            Subadviser: Fidelity Management &   
                                                                                            Research Company                    
   FI Value Leaders Portfolio - Class D  Seeks long-term growth of capital.                 MetLife Advisers, LLC               
                                                                                            Subadviser: Fidelity Management &   
                                                                                            Research Company                    
   MFS Total Return Portfolio - Class F  Seeks a favorable total return through             MetLife Advisers, LLC               
                                         investment in a diversified portfolio.             Subadviser: Massachusetts Financial 
                                                                                            Services Company                    
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.                                                                                         
   (CLASS I)                                                                                                                    
   Emerging Markets Equity Portfolio     Seeks long-term capital appreciation by            Morgan Stanley Investment Management
                                         investing primarily in growth oriented securities  Inc.                                
                                         of issuers in emerging market countries.                                               
   Equity Growth Portfolio               Seeks long-term capital appreciation by            Morgan Stanley Investment Management
                                         investing primarily in growth-oriented equity      Inc.                                
                                         securities of large-capitalization companies.                                          
   Global Value Equity Portfolio         Seeks long-term capital appreciation by            Morgan Stanley Investment Management
                                         investing primarily in equity securities of        Inc.                                
                                         issuers throughout the world, including U.S.                                           
                                         issuers.                                                                               
   Mid Cap Growth Portfolio              Seeks long-term capital growth by investing in     Morgan Stanley Investment Management
                                         common stocks and other equity securities.         Inc.                                
   U.S. Mid Cap Value Portfolio          Seeks long-term capital appreciation. The Fund     Morgan Stanley Investment Management
                                         normally invests in common stocks and other        Inc.                                
                                         equity securities of growth-oriented mid cap                                           
                                         companies.                                                                             
   Value Portfolio                       Seeks above-average total return over a market     Morgan Stanley Investment Management
                                         cycle of three to five years by investing          Inc.                                
                                         primarily in a portfolio of common stocks and                                          
                                         other equity securities.                                                               
VAN KAMPEN LIFE INVESTMENT TRUST                                                                                                
   (CLASS I)                                                                                                                    
   Comstock Portfolio                    Seeks capital growth and income through            Van Kampen Asset Management         
                                         investments in equity securities, including                                            
                                         common stocks, preferred stocks and securities                                         
                                         convertible into common and preferred stocks.                                          
   Emerging Growth Portfolio             Seeks capital appreciation.                        Van Kampen Asset Management         
   Enterprise Portfolio                  Seeks capital appreciation through investments     Van Kampen Asset Management         
                                         in securities believed by the portfolio's                                              
                                         investment adviser to have above-average                                               
                                         potential for capital appreciation.                                                    
   Government Portfolio                  Seeks to provide investors with high current       Van Kampen Asset Management         
                                         return consistent with preservation of capital.                                        
   Growth and Income Portfolio           Seeks long-term growth of capital and income.      Van Kampen Asset Management         
VARIABLE INSURANCE PRODUCTS FUND                                                                                                
   (SERVICE CLASS 2)                                                                                                            
   VIP Contrafund(R) Portfolio           Seeks long-term capital appreciation.              Fidelity Management & Research      
                                                                                            Company                             
   VIP Mid Cap Portfolio                 Seeks long-term growth of capital.                 Fidelity Management & Research      
                                                                                            Company                             

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ADDITIONAL INFORMATION REGARDING UNDERLYING FUNDS:                              

Underlying Fund Name Changes                                                    

                                                        [Enlarge/Download Table]

                 FORMER NAME                                  NEW NAME                                
                 -----------                                  --------                                
                                                                                                      
SALOMON BROTHERS VARIABLE SERIES FUNDS INC. LEGG MASON PARTNERS VARIABLE PORTFOLIOS I, INC.           
   All Cap Fund                                Legg Mason Partners Variable All Cap Portfolio         
   High Yield Bond Fund                        Legg Mason Partners Variable High Yield Bond Portfolio 
   Investors Fund                              Legg Mason Partners Variable Investors Portfolio       
   Small Cap Growth Fund                       Legg Mason Partners Variable Small Cap Growth Portfolio
   Strategic Bond Fund                         Legg Mason Partners Variable Strategic Bond Portfolio  

UNDERLYING FUND MERGERS/REORGANIZATIONS                                         
The former Underlying Funds were merged with or reorganized into the new        
Underlying Funds.                                                               

                                                                [Download Table]

  FORMER UNDERLYING FUND                         NEW UNDERLYING FUND         
  ----------------------                         -------------------         
                                                                             
THE TRAVELERS SERIES TRUST                     METROPOLITAN SERIES FUND, INC.
   Equity Income Portfolio                       FI Value Leaders Portfolio  
   Large Cap Portfolio                           FI Large Cap Portfolio      

UNDERLYING FUND SUBSTITUTIONS                                                   
The following new Underlying Funds were substituted for the former Underlying   
Funds.                                                                          

                                                                [Download Table]

    FORMER UNDERLYING FUND                    NEW UNDERLYING FUND                  
    ----------------------                    -------------------                  
                                                                                   
JANUS ASPEN SERIES                        METROPOLITAN SERIES FUND, INC.           
   Balanced Portfolio                        MFS Total Return Portfolio            
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.   MET INVESTORS SERIES TRUST               
   U.S. Real Estate Securities Portfolio     Neuberger Berman Real Estate Portfolio
VAN KAMPEN LIFE INVESTMENT TRUST          METROPOLITAN SERIES FUND, INC.           
   Money Market Portfolio                    BlackRock Money Market Portfolio      

 FIXED ACCOUNT

We offer our Fixed Account as a funding option. Please see Appendix C for more  
information.                                                                    

CHARGES AND DEDUCTIONS

GENERAL                                                                         

We deduct the charges described below. The charges are for the service and      
benefits we provide, costs and expenses we incur, and risks we assume under the 
Contracts. Services and benefits we provide include:                            

  -     the ability for you to make withdrawals and surrenders under the
Contracts                                               

-     the death benefit paid on the death of the Contract Owner,    
Annuitant, or first of the joint owners                 

      -     the available funding options and related programs (including dollar
        cost averaging, portfolio rebalancing, and systematic withdrawal
programs)                                               

     -     administration of the annuity options available under the Contracts
and                                                     

-     the distribution of various reports to Contract Owners        

Costs and expenses we incur include:                                            

-     losses associated with various overhead and other expenses    
           associated with providing the services and benefits provided by the
Contracts                                               

    -     sales and marketing expenses including commission payments to your
sales agent and                                         

-     other costs of doing business                                 

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Risks we assume include:                                                        

 -     that Annuitants may live longer than estimated when the annuity
factors under the Contracts were established            

-     that the amount of the death benefit will be greater than the 
Contract Value and                                      

 -     that the costs of providing the services and benefits under the
Contracts will exceed the charges deducted              

We may also deduct a charge for taxes.                                          

Unless otherwise specified, charges are deducted proportionately from all       
funding options in which you are invested.                                      

The amount of a charge may not necessarily correspond to the costs associated   
with providing the services or benefits indicated by the designated charge. For 
example, the withdrawal charge we collect may not fully cover all of the sales  
and distribution expenses we actually incur. The amount of any fee or charge is 
not impacted by an outstanding loan. We may also profit on one or more of the   
charges. We may use any such profits for any corporate purpose, including the   
payment of sales expenses.                                                      

WITHDRAWAL CHARGE                                                               

We do not deduct a sales charge from Purchase Payments when they are made to the
Contract. However, a withdrawal charge will apply if Purchase Payments are      
withdrawn before they have been in the Contract for seven years. We will assess 
the charge as a percentage of the Purchase Payment withdrawn as follows:        

                                                                [Download Table]

        YEARS SINCE PURCHASE PAYMENT MADE                                       
        ---------------------------------                                       
GREATER THAN OR EQUAL TO           BUT LESS THAN               WITHDRAWAL CHARGE
------------------------           -------------               -----------------
                                                                                
         0 years                      2 years                          6%       
         2 years                      4 years                          5%       
         4 years                      5 years                          4%       
         5 years                      6 years                          3%       
         6 years                      7 years                          2%       
        7+ years                                                       0%       

For purposes of the withdrawal charge calculation, withdrawals are deemed to be 
taken first from:                                                               

 (a)   any Purchase Payment to which no withdrawal charge applies then

     (b)   any remaining free withdrawal allowance (as described below) (after
being reduced by (a)), then                             

     (c)   any remaining Purchase Payment to which a withdrawal charge applies
(on a first-in, first-out basis), then                  

(d)   any Contract earnings                                         

Unless you instruct us otherwise, we will deduct the withdrawal charge from the 
amount requested.                                                               

We will not deduct a withdrawal charge if Purchase Payments are distributed:    

  -     due to the death of the Contract Owner or the Annuitant (with no
Contingent Annuitant surviving)                         

-     if an annuity payout has begun                                

     -     if an income option of at least five year's duration is begun after
the first Contract Year                                 

    -     due to a minimum distribution under our minimum distribution rules
then in effect                                          

FREE WITHDRAWAL ALLOWANCE                                                       

Beginning in the second Contract Year, you may withdraw up to 10% of the        
Contract Value annually . We calculate the available withdrawal amount as of the
end of the previous Contract Year. The free withdrawal provision applies to     
partial withdrawals only.                                                       

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Any withdrawal is subject to federal income taxes on the taxable portion. In    
addition, a 10% federal penalty may be assessed on any withdrawal if the        
Contract Owner is under age 59-1/2. You should consult with your tax adviser    
regarding the tax consequences of a withdrawal.                                 

ADMINISTRATIVE CHARGES                                                          

There are two administrative charges: the $30 annual Contract administrative    
charge and the administrative expense charge. We will deduct the annual Contract
administrative charge on the fourth Friday of each August. This charge          
compensates us for expenses incurred in establishing and maintaining the        
Contract and we will prorate this charge (i.e. calculate) from the date of      
purchase. We will also prorate this charge if you surrender your Contract, or if
we terminate your Contract. We will not deduct a Contract administrative charge 
from the Fixed Account or:                                                      

(1)   from the distribution of death proceeds                       

(2)   after an annuity payout has begun or                          

      (3)   if the Contract Value on the date of assessment equals or is greater
than $40,000                                            

We deduct the administrative expense charge (sometimes called "Subaccount       
administrative charge") on each business day from amounts allocated to the      
Variable Funding Options to compensate the Company for certain related          
administrative and operating expenses. The charge equals, on an annual basis,   
0.15% of the daily net asset value allocated to each of the Variable Funding    
Options, and is reflected in our accumulation and Annuity Unit value            
calculations.                                                                   

MORTALITY AND EXPENSE RISK CHARGE                                               

Each business day, we deduct a mortality and expense risk ("M&E") charge from   
amounts we hold in the Variable Funding Options. We reflect the deduction in our
calculation of accumulation and Annuity Unit values. The charges stated are the 
maximum for this product, and is equal to 1.25% annually. We reserve the right  
to lower this charge at any time. This charge compensates the Company for risks 
assumed, benefits provided and expenses incurred, including the payment of      
commissions to your sales agent.                                                

VARIABLE LIQUIDITY BENEFIT CHARGE                                               

If the Variable Liquidity Benefit is selected, there is a maximum charge of 6%  
of the amounts withdrawn. This charge is not assessed during the accumulation   
phase.                                                                          

We will assess the charge as a percentage of the total benefit received as      
follows:                                                                        

                                                                [Download Table]

      YEARS SINCE INITIAL PURCHASE PAYMENT                          
GREATER THAN OR EQUAL TO            BUT LESS THAN  WITHDRAWAL CHARGE
------------------------            -------------  -----------------
                                                                    
        0 years                        2 years             6%       
        2 years                        4 years             5%       
        4 years                        5 years             4%       
        5 years                        6 years             3%       
        6 years                        7 years             2%       
        7+ years                                           0%       

Please refer to Payment Options for a description of this benefit.              

VARIABLE FUNDING OPTION EXPENSES                                                

We summarized the charges and expenses of the Underlying Funds in the fee table.
Please review the prospectus for each Underlying Fund for a more complete       
description of that fund and its expenses. Underlying Fund expenses are not     
fixed or guaranteed and are subject to change by the Fund.                      

PREMIUM TAX                                                                     

Certain state and local governments charge premium taxes ranging from 0% to     
3.5%, depending upon jurisdiction. We are responsible for paying these taxes and
will determine the method used to recover premium tax expenses incurred. We will
deduct any applicable premium taxes from your Contract Value                    

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either upon death, surrender, annuitization, or at the time you make Purchase   
Payments to the Contract, but no earlier than when we have a tax liability under
state law.                                                                      

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE                                    

If there is any change in a law assessing taxes against the Company based upon  
premiums, Contract gains or value of the Contract, we reserve the right to      
charge you proportionately for this tax.                                        

 TRANSFERS

Subject to the limitations described below, you may transfer all or part of your
Contract Value between Variable Funding Options at any time up to 30 days before
the Maturity Date. After the Maturity Date, you may make transfers only if      
allowed by your Contract or with our consent. Transfer requests received at our 
Home Office that are in good order before the close of the New York Stock       
Exchange (NYSE) will be processed according to the value(s) next computed       
following the close of business. Transfer requests received on a non-business   
day or after the close of the NYSE will be processed based on the value(s) next 
computed on the next business day.                                              

Where permitted by state law, we reserve the right to restrict transfers from   
the Variable Funding Options to the Fixed Account whenever the credited interest
rate on the Fixed Account is equal to the minimum guaranteed interest rate      
specified under the Contract.                                                   

Since each Underlying Fund may have different overall expenses, a transfer of   
Contract Values from one Variable Funding Option to another could result in your
investment becoming subject to higher or lower expenses. Also, when making      
transfers, you should consider the inherent risks associated with the Variable  
Funding Options to which your Contract Value is allocated.                      

MARKET TIMING/EXCESSIVE TRADING                                                 

Frequent requests from Contract Owners to transfer Contract Value may dilute the
value of an Underlying Fund'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 Underlying Fund and the reflection of   
that change in the Underlying Fund's share price ("arbitrage trading").         
Regardless of the existence of pricing inefficiencies, frequent transfers may   
also increase brokerage and administrative costs of the Underlying Funds and may
disrupt management strategy, requiring an Underlying Fund 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 Underlying Funds, 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 Underlying Funds, i.e., the Janus Aspen
Series Worldwide Growth Portfolio, Legg Mason Partners Variable High Yield Bond 
Portfolio, Legg Mason Partners Variable Small Cap Growth Portfolio, Legg Mason  
Partners Variable Strategic Bond Portfolio, Universal Institutional Funds       
Emerging Markets Equity Portfolio and Universal Institutional Funds Global Value
Equity Portfolio (the "Monitored Portfolios"), and we monitor transfer activity 
in those 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 of the Monitored Portfolios,
in a three-month period there were two or more "round-trips" of a certain dollar
amount or greater. A round-trip is defined as a transfer in followed by a       
transfer out within the next 10 calendar days, or a transfer out followed by a  
transfer in within the next 10 calendar days. In the case of a Contract that has
been restricted previously, a single round-trip of a certain dollar amount or   
greater will trigger the transfer restrictions described below.                 

We do not believe that other Underlying Funds present a significant opportunity 
to engage in arbitrage trading and therefore do not monitor transfer activity in
those Underlying Funds. We may change the Monitored Portfolios at any time      
without notice in our sole discretion. In addition to monitoring transfer       
activity in certain Underlying Funds, we rely on the Underlying Funds to bring  
any potential disruptive trading activity they identify to our attention for    
investigation on a case-by-case basis. We will also investigate other harmful   
transfer activity that we                                                       

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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 will exercise our contractual right to    
restrict your number of transfers to one every six months. In addition, we also 
reserve the right, but do not have the obligation, to further restrict the right
to request transfers by any market timing firm or any other third party who has 
been authorized to initiate transfers on behalf of multiple Contract Owners. We 
may, among other things:                                                        

-     reject the transfer instructions of any agent acting under a power of     
attorney on behalf of more than one Owner, or                       

-     reject the transfer or exchange instructions of individual Owners who have
executed pre-authorized transfer forms which are submitted by market
 timing firms or other third parties on behalf of more than one Owner.

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      
Underlying Funds 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     
Underlying Fund and there are no arrangements in place to permit any Contract   
Owner to engage in market timing; we apply our policies and procedures without  
exception, waiver, or special arrangement.                                      

The Underlying Funds 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,        
Underlying Funds may assess a redemption fee (which we reserve the right to     
collect) on shares held for a relatively short period. The prospectuses for the 
Underlying Funds describe any such policies and procedures, which may be more or
less restrictive than the policies and procedures we have adopted. Contract     
Owners and other persons with interests in the Contracts should be aware that we
currently may not have the contractual obligation or the operational capacity to
apply the frequent trading policies and procedures of the Underlying Funds.     
However, under rules recently adopted by the Securities and Exchange Commission,
effective October 16, 2006 we will be required to (1) enter into a written      
agreement with each Underlying Fund or its principal underwriter that will      
obligate us to provide to the Underlying Fund promptly upon request, certain    
information about trading activity of individual Contract Owners, and (2)       
execute instructions from the Underlying Funds to restrict or prohibit further  
Purchase Payments or transfers by specific Contract Owners who violate the      
frequent trading policies established by the Underlying Fund.                   

In addition, Contract Owners and other persons with interests in the Contracts  
should be aware that some Underlying Funds may receive "omnibus" purchase and   
redemption orders from other insurance companies or intermediaries such as      
retirement plans. 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 Underlying Funds 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 Underlying Funds (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 Underlying Funds.      

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 Underlying Funds, 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  

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order is rejected due to the market timing activity of a single Contract Owner).
You should read the Underlying Fund prospectuses for more details.              

DOLLAR COST AVERAGING                                                           

Dollar cost averaging or the pre-authorized transfer program (the "DCA Program")
allows you to transfer a set dollar amount to other funding options on a monthly
or quarterly basis during the accumulation phase of the Contract. Using this    
method, you will purchase more Accumulation Units in a funding option if the    
value per unit is low and will purchase fewer Accumulation Units if the value   
per unit is high. Therefore, you may achieve a lower-than-average cost per unit 
in the long run if you have the financial ability to continue the program over a
long enough period of time. Dollar cost averaging does not assure a profit or   
protect against a loss.                                                         

You may elect the DCA Program through Written Request or other method acceptable
to us. You must have a minimum total Contract Value of $5,000 to enroll in the  
DCA Program. The minimum amount that may be transferred through this program is 
$400. There is no additional fee to participate in the DCA program.             

You may establish pre-authorized transfers of Contract Values from the Fixed    
Account, subject to certain restrictions. Under the DCA Program, automated      
transfers from the Fixed Account may not deplete your Fixed Account Value in    
less than twelve months from your enrollment in the DCA Program.                

In addition to the DCA Program, within the Fixed Account, we may credit         
increased interest rates to Contract Owners under an administrative Special DCA 
Program established at our discretion, depending on availability and state law. 
Under this program, the Contract Owner may pre-authorize level transfers to any 
of the funding options under either a 6 Month, 12 Month or 24 Month Program. The
Programs will generally have different credited interest rates. Under each      
Program, the interest rate can accrue up to the applicable number of months on  
the remaining amounts in the Special DCA Program and we must transfer all       
Purchase Payments and accrued interest on a level basis to the selected funding 
options in the applicable time period. For example, under the 12 Month Program, 
the interest rate can accrue up to 12 months on the remaining amounts in the    
Special DCA Program and we must transfer all Purchase Payments and accrued      
interest in this Program on a level basis to the selected funding options in 12 
months.                                                                         

The pre-authorized transfers will begin after the initial Program Purchase      
Payment and complete enrollment instructions are received by the Company. If we 
do not receive complete Program enrollment instructions within 15 days of       
receipt of the initial Program Purchase Payment, the entire balance in the      
Program will be credited with the non-Program interest rate then in effect for  
the Fixed Account.                                                              

You may start or stop participation in the DCA Program at any time, but you must
give the Company at least 30 days' notice to change any automated transfer      
instructions that are currently in place. If you stop the Special DCA Program   
and elect to remain in the Fixed Account, we will credit your Contract Value for
the remainder of 6 or 12 months with the interest rate for non-Program funds.   

You may only have one DCA Program or Special DCA Program in place at one time.  
We will allocate any subsequent Purchase Payments we receive within the Program 
period selected to the current funding options over the remainder of that       
Program transfer period, unless you direct otherwise.                           

All provisions and terms of the Contract apply to the DCA and Special DCA       
Programs, including provisions relating to the transfer of money between funding
options. Transfers made under any DCA Program will not be counted for purposes  
of restrictions we may impose on the number of transfers permitted under the    
Contract. We reserve the right to suspend or modify transfer privileges at any  
time and to assess a processing fee for this service.                           

ACCESS TO YOUR MONEY

Any time before the Maturity Date, you may redeem all or any portion of the Cash
Surrender Value, that is, the Contract Value less any withdrawal charge,        
outstanding loans, and any premium tax not previously deducted. Unless you      
submit a Written Request specifying the fixed or Variable Funding Option(s) from
which we are to withdraw amounts, we will make the withdrawal on a pro rata     
basis. We will determine the Cash Surrender Value as of the close of business   
after we receive your surrender request at our Home Office. The Cash Surrender  
Value may be more or less than the Purchase Payments you made. You may not make 
withdrawals during the annuity period.                                          

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For amounts allocated to the Variable Funding Options, we may defer payment of  
any Cash Surrender Value for a period of up to five business days after the     
Written Request is received. For amounts allocated to the Fixed Account, we may 
defer payment of any Cash Surrender Value for a period up to six months. In     
either case, it is our intent to pay as soon as possible. We cannot process     
requests for withdrawals that are not in good order. We will contact you if     
there is a deficiency causing a delay and will advise what is needed to act upon
the withdrawal request.                                                         

If your Contract is issued as part of a 403(b) plan, there are restrictions on  
your ability to make withdrawals from your Contract. You may not withdraw       
contributions or earnings made to your Contract after December 31, 1988 unless  
you are (a) age 59 1/2, (b) no longer employed, (c) deceased, (d) disabled, or  
(e) experiencing a financial hardship. Even if you are experiencing a financial 
hardship, you may only withdraw contributions, not earnings. You should consult 
with your tax adviser before making a withdrawal from your Contract.            

SYSTEMATIC WITHDRAWALS                                                          

Before the Maturity Date, you may choose to withdraw a specified dollar amount  
(at least $100) on a monthly, quarterly, semiannual or annual basis. We will    
deduct any applicable premium taxes and withdrawal charge. To elect systematic  
withdrawals, you must have a Contract Value of at least $15,000 and you must    
make the election on the form we provide. We will surrender Accumulation Units  
pro rata from all funding options in which you have an interest, unless you     
instruct us otherwise. You may begin or discontinue systematic withdrawals at   
any time by notifying us in writing, but you must give at least 30 days' notice 
to change any systematic withdrawal instructions that are currently in place.   

We reserve the right to discontinue offering systematic withdrawals or to assess
a processing fee for this service upon 30 days' written notice to Contract      
Owners (where allowed by state law).                                            

Each systematic withdrawal is subject to federal income taxes on the taxable    
portion. In addition, a 10% federal penalty tax may be assessed on systematic   
withdrawals if the Contract Owner is under age 59 1/2. There is no additional   
fee for electing systematic withdrawals. You should consult with your tax       
adviser regarding the tax consequences of systematic withdrawals.               

LOANS                                                                           

Loans may be available under your Contract. Loans may only be taken against     
funds allocated or transferred to the Fixed Account. If available, all loan     
provisions are described in your Contract or loan agreement.                    

OWNERSHIP PROVISIONS

TYPES OF OWNERSHIP                                                              

CONTRACT OWNER                                                                  

The Contract belongs to the Contract Owner named in the Contract (on the        
Contract Specifications page), or to any other person to whom you subsequently  
assign the Contract. You may only make an assignment of ownership or a          
collateral assignment for Non-qualified Contracts. You have sole power during   
the Annuitant's lifetime to exercise any rights and to receive all benefits     
given in the Contract provided you have not named an irrevocable beneficiary and
provided you have not assigned the Contract.                                    

You receive all payments while the Annuitant is alive unless you direct them to 
an alternate recipient. An alternate recipient does not become the Contract     
Owner.                                                                          

If this Contract is purchased by a beneficiary of another contract who directly 
transferred the death proceeds due under that contract, he/she will be granted  
the same rights the owner has under the Contract except that he/she cannot      
transfer ownership, take a loan or make additional Purchase Payments.           

Joint Owner. For Non-qualified Contracts only, you may name joint owners (e.g., 
spouses) in a Written Request before the Contract is in effect. Joint owners may
independently exercise transfers allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal shares of any
benefits accruing or payments made to them.                                     

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BENEFICIARY                                                                     

You name the beneficiary in a Written Request. The beneficiary has the right to 
receive any death benefit proceeds remaining under the Contract upon the death  
of the Annuitant or the Contract Owner. If more than one beneficiary survives   
the Annuitant or Contract Owner, they will share equally in benefits unless you 
recorded different shares with the Company by Written Request before the death  
of the Annuitant or Contract Owner. In the case of a non-spousal beneficiary or 
a spousal beneficiary who has not chosen to assume the Contract, we will not    
transfer or otherwise remove the death benefit proceeds from either the Variable
Funding Options or the Fixed Account, as most recently elected by the Contract  
Owner, until the Death Report Date.                                             

Unless you have named an irrevocable beneficiary you have the right to change   
any beneficiary by Written Request during the lifetime of the Annuitant and     
while the Contract continues.                                                   

ANNUITANT                                                                       

The Annuitant is designated in the Contract (on the Contract Specifications     
page), and is the individual on whose life the Maturity Date and the amount of  
the monthly Annuity Payments depend. You may not change the Annuitant after your
Contract is in effect.                                                          

Contingent Annuitant. You may name one individual as a Contingent Annuitant. A  
Contingent Annuitant may not be changed, deleted or added to the Contract after 
the Contract Date. If the Annuitant who is not the owner dies prior to the      
Maturity Date, and the Contingent Annuitant is still living:                    

  -     the death benefit will not be payable upon the Annuitant's death

-     the Contingent Annuitant becomes the Annuitant and            

-     all other rights and benefits will continue in effect         

When a Contingent Annuitant becomes the Annuitant, the Maturity Date remains the
same as previously in effect.                                                   

If the Annuitant is also the owner, a death benefit is paid to the beneficiary  
regardless of whether or not there is a Contingent Annuitant.                   

 DEATH BENEFIT

Before the Maturity Date, generally, a death benefit is payable when either the 
Annuitant or a Contract Owner dies. We calculate the death benefit at the close 
of the business day on which our Home Office receives (1) Due Proof of Death and
(2) written payment instructions or election of spousal contract continuance or 
beneficiary contract continuance ("Death Report Date").                         

Note: If the owner dies before the Annuitant, the death benefit is recalculated,
replacing all references to "Annuitant" with "owner."                           

DEATH PROCEEDS BEFORE THE MATURITY DATE                                         

IF THE ANNUITANT OR AN OWNER IS YOUNGER THAN AGE 80 ON THE CONTRACT DATE: We    
will pay to the beneficiary a death benefit in an amount equal to the greatest  
of (1), (2) or (3) below, each reduced by any applicable premium tax or         
outstanding loans:                                                              

(1)   the Contract Value on the Death Report Date                   

    (2)   the total Purchase Payments made under the Contract less the total
of any withdrawals or                                   

(3)   the step-up value (if any, as described below)                

IF THE ANNUITANT OR AN OWNER IS AGE 80 OR OLDER ON THE CONTRACT DATE: We will   
pay to the beneficiary a death benefit in an amount equal to the greater of (1) 
or (2) below, each reduced by any applicable premium tax or outstanding loans   
not previously deducted:                                                        

(1)   the Contract Value on the Death Report Date or                

    (2)   the total Purchase Payments made under the Contract less the total
of any withdrawals                                      

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STEP-UP VALUE. We will establish a step-up value on each Contract Date          
anniversary that occurs on or prior to the Death Report Date. The step-up value 
will initially equal the Contract Value on that anniversary. When you make an   
additional Purchase Payment, we will increase the step-up value by the amount of
that Purchase Payment. When you make a withdrawal, we will reduce the step-up   
value by a partial surrender reduction as described below. On each Contract     
anniversary before the Annuitant's 80th birthday and before the Annuitant's     
death, if the Contract Value is greater than the step-up value, we will reset   
the step-up value to equal that greater amount. We will not reduce the step-up  
value on these anniversary recalculations (provided no withdrawals or surrenders
are made on that day). The only changes we will make to the step-up value on or 
after the Annuitant's 80th birthday will be those related to additional Purchase
Payments or withdrawals.                                                        

PARTIAL SURRENDER REDUCTIONS. If you make a withdrawal, we will reduce the      
step-up value by a partial surrender reduction which equals (1) the step-up     
value prior to the withdrawal, multiplied by (2) the amount of the withdrawal,  
divided by (3) the Contract Value before the withdrawal.                        

For example, assume your current Contract Value is $55,000. If your current     
step-up value is $50,000, and you decide to make a withdrawal of $10,000, we    
would reduce the step-up value as follows:                                      

$50,000 x ($10,000/$55,000) = $9,090                                

Your new step-up value would be $50,000 - $9,090, or $40,910.                   

The following example shows what would happen in a declining market. Assume your
current Contract Value is $30,000. If your current step-up value is $50,000, and
you decide to make a withdrawal of $10,000, we would reduce the step-up value as
follows:                                                                        

$50,000 x ($10,000/$30,000) = $16,666                               

Your new step-up value would be $50,000 - $16,666, or $33,334.                  

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PAYMENT OF PROCEEDS                                                             

We describe the process of paying death benefit proceeds before the Maturity    
Date in the charts below. The charts do not encompass every situation and are   
merely intended as a general guide. More detailed information is provided in    
your Contract. Generally, the person(s) receiving the benefit may request that  
the proceeds be paid in a lump sum, or be applied to one of the settlement      
options available under the Contract.                                           

 NON-QUALIFIED CONTRACTS

                                                        [Enlarge/Download Table]

                                                                                                   MANDATORY       
 BEFORE THE MATURITY DATE,    THE COMPANY WILL                                                    PAYOUT RULES     
 UPON THE DEATH OF THE        PAY THE PROCEEDS TO:       UNLESS. . .                                 APPLY*        
                                                                                                                   
OWNER (WHO IS NOT THE         The beneficiary (ies), or  Unless the beneficiary elects to      Yes                 
ANNUITANT) (WITH NO JOINT     if none, to the            continue the Contract rather than                         
OWNER)                        Contract Owner's           receive the distribution.                                 
                              estate.                                                                              

OWNER (WHO IS THE ANNUITANT)  The beneficiary (ies), or  Unless the beneficiary elects to      Yes                 
(WITH NO JOINT OWNER)         if none, to the            continue the Contract rather than                         
                              Contract Owner's           receive the distribution.                                 
                              estate.                                                                              

JOINT OWNER (WHO IS NOT THE   The surviving joint        Unless the surviving joint owner      Yes                 
ANNUITANT)                    owner.                     elects to continue the Contract                           
                                                         rather than receive the distribution.                     

JOINT OWNER (WHO IS THE       The beneficiary(ies), or   Unless the beneficiary elects to      Yes                 
ANNUITANT)                    if none, to the            continue the Contract rather than                         
                              surviving joint owner.     receive the distribution.                                 

ANNUITANT (WHO IS NOT THE     The beneficiary (ies), or  Unless the beneficiary elects to      Yes                 
CONTRACT OWNER)               if none, to the            continue the Contract rather than                         
                              Contract Owner.            receive the distribution.                                 

                                                         But, if there is a Contingent                             
                                                         Annuitant, then the Contingent                            
                                                         Annuitant becomes the Annuitant                           
                                                         and the Contract continues in effect                      
                                                         (generally using the original                             
                                                         Maturity Date). The proceeds will                         
                                                         then be paid upon the death of the                        
                                                         Contingent Annuitant or owner.                            

ANNUITANT (WHO IS THE         See death of "owner                                              Yes                 
CONTRACT OWNER)               who is the Annuitant"                                                                
                              above.                                                                               

ANNUITANT (WHERE OWNER IS A   The beneficiary (ies) or                                         Yes (Death of       
NONNATURAL ENTITY/TRUST)      if none, to the owner.                                           Annuitant is treated
                                                                                               as death of the     
                                                                                               owner in these      
                                                                                               circumstances.)     

BENEFICIARY                   No death proceeds are                                            N/A                 
                              payable; Contract                                                                    
                              continues.                                                                           

CONTINGENT BENEFICIARY        No death proceeds are                                            N/A                 
                              payable; Contract                                                                    
                              continues.                                                                           

 QUALIFIED CONTRACTS

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                                                                                           MANDATORY 
BEFORE THE MATURITY DATE,  THE COMPANY WILL                                              PAYOUT RULES
  UPON THE DEATH OF THE    PAY THE PROCEEDS TO:       UNLESS. . .                           APPLY*   
                                                                                                     
OWNER/ANNUITANT            The beneficiary (ies), or  Unless the beneficiary elects to   Yes         
                           if none, to the            continue the Contract rather than              
                           Contract Owner's           receive a distribution.                        
                           estate.                                                                   

BENEFICIARY                No death proceeds are                                         N/A         
                           payable; Contract                                                         
                           continues.                                                                

CONTINGENT BENEFICIARY     No death proceeds are                                         N/A         
                           payable; Contract                                                         
                           continues.                                                                

--------------                                                                  
*     Certain payout rules of the Internal Revenue Code (IRC) are triggered upon
 the death of any Owner. Non-spousal beneficiaries (as well as spousal
  beneficiaries who choose not to assume the Contract) must begin taking
    distributions based on the beneficiary's life expectancy within one year
  of death or take a complete distribution of Contract proceeds within 5
    years of death. For Qualified Contracts, if mandatory distributions have
begun at the death of the Annuitant, the 5 year payout option is not
available.                                                          

BENEFICIARY CONTRACT CONTINUANCE (NOT PERMITTED FOR NON-NATURAL BENEFICIARIES)  

If you die before the Maturity Date, and if the value of any beneficiary's      
portion of the death benefit is between $20,000 and $1,000,000 as of the Death  
Report Date, (more than $1,000,000 is subject to Home Office approval), your    
beneficiary(s) may elect to continue his/her portion of the Contract subject to 
applicable Internal Revenue Code distribution requirements, rather than receive 
the death benefit in a lump sum. If the beneficiary chooses to continue the     
Contract, the beneficiary can extend the payout phase of the Contract enabling  
the beneficiary to "stretch" the death benefit distributions out over his life  
expectancy as permitted by the Internal Revenue Code.                           

If your beneficiary elects to continue the Contract, the death benefit will be  
calculated as of the Death Report Date. The initial Contract Value of the       
continued Contract (the "adjusted Contract Value") will equal the greater of the
Contract Value or the death benefit calculated on the Death Report Date and will
be allocated to the funding options in the same proportion as prior to the Death
Report Date. If the adjusted Contract Value is allocated to the Variable Funding
Options, the beneficiary bears the investment risk.                             

The beneficiary who continues the Contract will be granted the same rights as   
the owner under the original Contract, except the beneficiary cannot:           

-     transfer ownership                                            

-     take a loan                                                   

-     make additional Purchase Payments                             

The beneficiary may also name his/her own beneficiary ("succeeding beneficiary")
and has the right to take withdrawals at any time after the Death Report Date   
without a withdrawal charge. All other fees and charges applicable to the       
original Contract will also apply to the continued Contract. All benefits and   
features of the continued Contract will be based on the beneficiary's age on the
Death Report Date as if the beneficiary had purchased the Contract with the     
adjusted Contract Value on the Death Report Date.                               

PLANNED DEATH BENEFIT                                                           

You may request that rather than receive a lump-sum death benefit, the          
beneficiary(ies) receive all or a portion of the death benefit proceeds either: 

  -     through an annuity for life or a period that does not exceed the
beneficiary's life expectancy or                        

    -     under the terms of the Beneficiary Continuance provision described
          above. If the Beneficiary Continuance provision is selected as the
       planned death benefit, no surrenders will be allowed other than
            payments meant to satisfy minimum distribution amounts or systematic
withdrawal amounts, if greater.                         

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You must make the planned death benefit request as well as any revocation of    
this request in writing. Upon your death, your beneficiary(s) cannot revoke or  
modify this request. If the death benefit at the time we receive Due Proof of   
Death is less than $2,000, we will only pay a lump sum to the beneficiary. If   
periodic payments due under the planned death benefit election are less than    
$100, we reserve the right to make Annuity Payments at less frequent intervals, 
resulting in a payment of at least $100 per year. If no beneficiary is alive    
when death benefits become payable, we will pay the death benefit as provided in
your Contract.                                                                  

DEATH PROCEEDS AFTER THE MATURITY DATE                                          

If any Contract Owner or the Annuitant dies on or after the Maturity Date, the  
Company will pay the beneficiary a death benefit consisting of any benefit      
remaining under the annuity or income option then in effect.                    

THE ANNUITY PERIOD

MATURITY DATE                                                                   

Under the Contract, you can receive regular payments ("Annuity Payments"). You  
can choose the month and the year in which those payments begin ("Maturity      
Date"). You can also choose among income payouts (annuity or income options) or 
elect a lump sum distribution. While the Annuitant is alive, you can change your
selection any time up to the Maturity Date. Annuity or income payments will     
begin on the Maturity Date stated in the Contract unless (1) you fully          
surrendered the Contract; (2) we paid the proceeds to the beneficiary before    
that date; or (3) you elected another date. Annuity payments are a series of    
periodic payments (a) for life; (b) for life with a minimum number of payments; 
or (c) for the joint lifetime of the Annuitant and another person, and          
thereafter during the lifetime of the survivor. Income payments are for a fixed 
period or amount. We may require proof that the Annuitant is alive before we    
make Annuity Payments. Not all options may be available in all states.          

You may choose to annuitize at any time after the first Contract Date           
anniversary. Unless you elect otherwise, the Maturity Date will be the          
Annuitant's 70th birthday for Qualified Contracts and the Annuitant's 75th      
birthday for Non-qualified Contracts or ten years after the effective date of   
the Contract, if later (this requirement may be changed by us).                 

At least 30 days before the original Maturity Date, you may elect to extend the 
Maturity Date to any time prior to the Annuitant's 85th birthday for            
Non-qualified Contracts or, for Qualified Contracts, to a later date with our   
consent. You may use certain annuity options taken at the Maturity Date to meet 
the minimum required distribution requirements of federal tax law, or you may   
use a program of withdrawals instead. These mandatory distribution requirements 
take effect generally upon the death of the Contract Owner, or with certain     
Qualified Contracts upon either the later of the Contract Owner's attainment of 
age 70-1/2 or year of retirement; or the death of the Contract Owner. You should
seek independent tax advice regarding the election of minimum required          
distributions.                                                                  

ALLOCATION OF ANNUITY                                                           

You may elect to receive your Annuity Payments in the form of a variable        
annuity, a fixed annuity, or a combination of both. If, at the time Annuity     
Payments begin, you have not made an election, we will apply your Cash Surrender
Value to provide an annuity funded by the same funding options as you have      
selected during the accumulation period. At least 30 days before the Maturity   
Date, you may transfer the Contract Value among the funding options in order to 
change the basis on which we will determine Annuity Payments. (See Transfers.)  

VARIABLE ANNUITY                                                                

You may choose an annuity payout that fluctuates depending on the investment    
experience of the Variable Funding Options. We determine the number of Annuity  
Units credited to the Contract by dividing the first monthly annuity payment    
attributable to each Variable Funding Option by the corresponding Accumulation  
Unit value as of 14 days before the date Annuity Payments begin. We use an      
Annuity Unit to measure the                                                     

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dollar value of an annuity payment. The number of Annuity Units (but not their  
value) remains fixed during the annuity period.                                 

DETERMINATION OF FIRST ANNUITY PAYMENT. Your Contract contains the tables we use
to determine your first monthly annuity payment. If you elect a variable        
annuity, the amount we apply to it will be the Cash Surrender Value as of 14    
days before the date Annuity Payments begin, less any applicable premium taxes  
not previously deducted.                                                        

The amount of your first monthly payment depends on the annuity option you      
elected and the Annuitant's adjusted age. Your Contract contains the formula for
determining the adjusted age. We determine the total first monthly annuity      
payment by multiplying the benefit per $1,000 of value shown in the Contract    
tables by the number of thousands of dollars of Contract Value you apply to that
annuity option. The Contract tables factor in an assumed daily net investment   
factor of 3.0%. We call this your net investment rate. Your net investment rate 
of 3% corresponds to an annual interest rate of 3%. This means that if the      
annualized investment performance, after expenses, of your Variable Funding     
Options is less than 3%, then the dollar amount of your variable Annuity        
Payments will decrease. However, if the annualized investment performance, after
expenses, of your Variable Funding Options is greater than 3%, then the dollar  
amount of your variable Annuity Payments will increase.                         

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of   
all subsequent Annuity Payments changes from month to month based on the        
investment experience, as described above, of the applicable funding options.   
The total amount of each annuity payment will equal the sum of the basic        
payments in each funding option. We determine the actual amounts of these       
payments by multiplying the number of Annuity Units we credited to each funding 
option by the corresponding Annuity Unit value as of the date 14 days before the
date the payment is due.                                                        

FIXED ANNUITY                                                                   

You may choose a fixed annuity that provides payments that do not vary during   
the annuity period. We will calculate the dollar amount of the first fixed      
annuity payment as described under Variable Annuity, except that the amount we  
apply to begin the annuity will be your Cash Surrender Value as of the date     
Annuity Payments begin. Payout rates will not be lower than that shown in the   
Contract. If it would produce a larger payment, the first fixed Annuity Payment 
will be determined using the Life Annuity Tables in effect on the Maturity Date.

 PAYMENT OPTIONS

ELECTION OF OPTIONS                                                             

While the Annuitant is alive, you can change your annuity or income option      
selection any time up to the Maturity Date. Once annuity or income payments have
begun, no further elections are allowed.                                        

During the Annuitant's lifetime, if you do not elect otherwise before the       
Maturity Date, we will pay you (or another designated payee) the first of a     
series of monthly annuity or income payments based on the life of the Annuitant,
in accordance with Annuity Option 2 (Life Annuity with 120 monthly payments     
assured). For certain Qualified Contracts, Annuity Option 4 (Joint and Last     
Survivor Life Annuity -- Annuity Reduced on Death of Primary Payee) will be the 
automatic option as described in the Contract.                                  

The minimum amount that can be placed under an annuity or income option will be 
$2,000 unless we agree to a lesser amount. If any monthly periodic payment due  
is less than $100, the Company reserves the right to make payments at less      
frequent intervals, or to pay the Contract Value in a lump-sum.                 

On the Maturity Date, we will pay the amount due under the Contract in          
accordance with the Payment Option that you select. You may choose to receive a 
single lump-sum payment. You must elect an option in writing, in a form         
satisfactory to the Company. Any election made during the lifetime of the       
Annuitant must be made by the Contract Owner.                                   

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ANNUITY OPTIONS                                                                 

Subject to the conditions described in "Election of Options" above, we may pay  
all or any part of the Cash Surrender Value under one or more of the following  
annuity options. Payments under the annuity options are generally made on a     
monthly basis. We may offer additional options.                                 

Option 1 -- Life Annuity -- No Refund. The Company will make Annuity Payments   
during the lifetime of the Annuitant ending with the last payment before death. 
This option offers the maximum periodic payment, since there is no assurance of 
a minimum number of payments or provision for a death benefit for beneficiaries.

Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Assured. The     
Company will make monthly Annuity Payments during the lifetime of the Annuitant,
with the agreement that if, at the death of that person, payments have been made
for less than 120, 180 or 240 months, as elected, we will continue making       
payments to the beneficiary during the remainder of the period.                 

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will 
make regular Annuity Payments during the lifetime of the Annuitant and a second 
person. When either person dies, we will continue making payments to the        
survivor. No further payments will be made following the death of the survivor. 

Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of 
Primary Payee. The Company will make Annuity Payments during the lifetimes of   
the Annuitant and a second person. You will designate one as primary payee, and 
the other will be designated as secondary payee. On the death of the secondary  
payee, the Company will continue to make monthly Annuity Payments to the primary
payee in the same amount that would have been payable during the joint lifetime 
of the two persons. On the death of the primary payee, the Company will continue
to make Annuity Payments to the secondary payee in an amount equal to 50% of the
payments, which would have been made during the lifetime of the primary payee.  
No further payments will be made once both payees have died.                    

Option 5 -- Other Annuity Options. The Company will make any other arrangements 
for Annuity Payments as may be mutually agreed upon.                            

INCOME OPTIONS                                                                  

Instead of one of the annuity options described above, and subject to the       
conditions described under "Election of Options," all or part of the Contract's 
Cash Surrender Value (or, if required by state law, Contract Value) may be paid 
under one or more of the following income options, provided that they are       
consistent with federal tax law qualification requirements. Payments under the  
income options may be elected on a monthly, quarterly, semiannual or annual     
basis:                                                                          

Option 1 -- Payments of a Fixed Amount. We will make equal payments of the      
amount elected until the Cash Surrender Value applied under this option has been
exhausted. We will pay the first payment and all later payments from each       
funding option or the Fixed Account in proportion to the Cash Surrender Value   
attributable to each funding option and/or Fixed Account. The final payment will
include any amount insufficient to make another full payment.                   

Option 2 -- Payments for a Fixed Period. We will make payments for the period   
selected.                                                                       

Option 3 -- Other Income Options. We will make any other arrangements for income
options as may be mutually agreed upon.                                         

VARIABLE LIQUIDITY BENEFIT                                                      

This benefit is only offered with the income option "Payments for a Fixed       
Period."                                                                        

At any time after annuitization and before death, the Contract Owner may        
surrender and receive a payment equal to (A) minus (B), where (A) equals the    
present value of remaining certain payments, and (B) equals a withdrawal charge 
not to exceed the maximum withdrawal charge rate shown on the specifications    
page of the Contract multiplied by (A). The interest rate used to calculate the 
present value is a rate 1% higher than the Assumed (Daily) Net Investment Factor
used to calculate the Annuity Payments. The remaining period certain payments   
are assumed to be level payments equal to the most recent period certain payment
prior to the                                                                    

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request for this liquidity benefit. A withdrawal charge is not imposed if the   
surrender is made after the expiration of the withdrawal charge period shown on 
the specifications page of the Contract.                                        

 MISCELLANEOUS CONTRACT PROVISIONS

RIGHT TO RETURN                                                                 

You may return the Contract for a full refund of the Contract Value plus any    
Contract charges and premium taxes you paid (but not any fees and charges the   
Underlying Fund assessed) within twenty days after you receive it (the "right to
return period"). You bear the investment risk of investing in the Variable      
Funding Options during the right to return period; therefore, the Contract Value
we return may be greater or less than your Purchase Payment.                    

If you purchase the Contract as an Individual Retirement Annuity, and return it 
within the first seven days after delivery, or longer if your state law permits,
we will refund your Purchase Payment in full; during the remainder of the right 
to return period, we will refund the Contract Value (including charges).        

We will determine the Contract Value following the close of the business day on 
which we receive your Contract and a Written Request for a refund. Where state  
law requires a different period, or the return of Purchase Payments or other    
variations of this provision, we will comply. Refer to your Contract for any    
state-specific information.                                                     

TERMINATION                                                                     

We reserve the right to terminate the Contract on any business day if your      
Contract Value as of that date is less than $1,000 and you have not made        
Purchase Payments for at least two years, unless otherwise specified by state   
law. Termination will not occur until 31 days after we have mailed notice of    
termination to your last known address and to any assignee of record. If we     
terminate the Contract, we will pay you the Cash Surrender Value less any       
applicable taxes. In some states we may be required to pay you the Contract     
Value.                                                                          

REQUIRED REPORTS                                                                

As often as required by law, but at least once in each Contract Year before the 
due date of the first annuity payment, we will furnish a report showing the     
number of Accumulation Units credited to the Contract and the corresponding     
Accumulation Unit value(s) as of the report date for each funding option to     
which the Contract Owner has allocated amounts during the applicable period. The
Company will keep all records required under federal and state laws.            

SUSPENSION OF PAYMENTS                                                          

The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
("the Exchange") is closed; (2) when trading on the Exchange is restricted; (3) 
when an emergency exists, as determined by the SEC, so that the sale of         
securities held in the Separate Account may not reasonably occur, or so that the
Company may not reasonably determine the value the Separate Account's net       
assets; or (4) during any other period when the SEC, by order, so permits for   
the protection of security holders. Payments from the Fixed Account may be      
delayed up to 6 months.                                                         

 THE SEPARATE ACCOUNTS

MetLife Insurance Company of Connecticut and MetLife Life and Annuity Company of
Connecticut each sponsor Separate Accounts: Fund ABD and Fund ABD II,           
respectively. References to "Separate Account" refer either to Fund ABD or Fund 
ABD II, depending on the issuer of your Contract. Both Fund ABD and Fund ABD II 
were established on October 17, 1995 and are registered with the SEC as unit    
investment trusts under the Investment Company Act of 1940, as amended. We will 
invest Separate Account assets attributable to the Contracts exclusively in the 
shares of the Variable Funding Options.                                         

We hold the assets of Fund ABD and Fund ABD II for the exclusive and separate   
benefit of the owners of each Separate Account, according to the laws of        
Connecticut. Income, gains and losses, whether or not                           

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realized, from assets allocated to the Separate Account are, in accordance with 
the Contracts, credited to or charged against the Separate Account without      
regard to other income, gains and losses of the Company. The assets held by the 
Separate Account are not chargeable with liabilities arising out of any other   
business that we may conduct. Obligations under the Contract are obligations of 
the Company.                                                                    

All investment income and other distributions of the funding options are payable
to the Separate Account. We reinvest all such income and/or distributions in    
shares of the respective funding option at net asset value. Shares of the       
funding options are currently sold only to life insurance company Separate      
Accounts to fund variable annuity and variable life insurance contracts.        

Certain variable annuity separate accounts and variable life insurance separate 
accounts may invest in the funding options simultaneously (called "mixed" and   
"shared" funding). It is conceivable that in the future it may be               
disadvantageous to do so. Although the Company and the Variable Funding Options 
do not currently foresee any such disadvantages either to variable annuity      
contract owners or variable life policy owners, each Underlying Fund's Board of 
Directors intends to monitor events in order to identify any material conflicts 
between them and to determine what action, if any, should be taken. If a Board  
of Directors was to conclude that separate funds should be established for      
variable life and variable annuity separate accounts, the variable annuity      
contract owners would not bear any of the related expenses, but variable annuity
contract owners and variable life insurance policy owners would no longer have  
the economies of scale resulting from a larger combined fund.                   

We reserve the right to transfer assets of the Separate Account to another      
separate account, and to modify the structure or operation of the Separate      
Account, subject to the necessary regulatory approvals. If we do so, we         
guarantee that the modification will not affect your Contract Value.            

PERFORMANCE INFORMATION                                                         

In advertisements for the Contract, we may include performance figures to show  
you how a Variable Funding Option has performed in the past. These figures are  
rates of return or yield quotations shown as a percent. These figures show past 
performance of a Variable Funding Option and are not an indication of how a     
Variable Funding Option will perform in the future.                             

Performance figures for each Variable Funding Option are based in part on the   
performance of a corresponding Underlying Fund. In some cases, the Underlying   
Fund may have existed before the technical inception of the corresponding       
Variable Funding Option. In those cases, we can create "hypothetical historical 
performance" of a Variable Funding Option. These figures show the performance   
that the Variable Funding Option would have achieved had it been available      
during the entire history of the Underlying Fund.                               

In a low interest rate environment, yields for money market Subaccounts, after  
deduction of the Mortality and Expense Risk Charge, Administrative Expense      
Charge and the charge for any optional benefit riders (if applicable), may be   
negative even though the Underlying Fund's yield, before deducting for such     
charges, is positive. If you allocate a portion of your Contract Value to a     
money market Subaccount or participate in an asset allocation program where     
Contract Value is allocated to a money market Subaccount under the applicable   
asset allocation model, that portion of your Contract Value may decrease in     
value.                                                                          

FEDERAL TAX CONSIDERATIONS

The following general discussion of the federal income tax consequences related 
to your investment in this Contract is not intended to cover all situations, and
is not meant to provide tax or legal advice. Because of the complexity of the   
law and the fact that the tax results will vary depending on many factors, you  
should consult your tax and/or legal adviser regarding the tax implications of  
purchasing this Contract based upon your individual situation. For further tax  
information, an additional discussion of certain tax matters is contained in the
SAI.                                                                            

GENERAL TAXATION OF ANNUITIES                                                   

Congress has recognized the value of saving for retirement by providing certain 
tax benefits, in the form of tax deferral, for premiums paid under an annuity   
and permitting tax-free transfers between the various investment options offered
under the Contract. The Internal Revenue Code ("Code") governs how earnings on  
your investment in the Contract are ultimately taxed, depending upon the type of
contract, qualified or non-qualified, and the manner in which the money is      
distributed, as briefly described below. In analyzing the benefits of tax       
deferral it is important to note that the Jobs and Growth Tax Relief            
Reconciliation Act of 2003                                                      

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amended Code Section 1 to reduce the marginal tax rates on long-term capital    
gains and dividends to 5% and 15%, respectively. The reduced rates apply during 
2003 through 2008, and thereafter will increase to prior levels. 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 dividends. Earnings  
under annuity contracts, like interest payable on fixed investments (notes,     
bonds, etc.) continue to be taxed as ordinary income (top rate of 35%).         

STATE AND LOCAL TAXES. The rules for state and local income taxes may differ    
from the federal income tax rules. Purchasers and prospective purchasers of the 
Contract should consult their own tax advisors and the law of the applicable    
taxing jurisdiction to determine what rules and tax benefits apply to the       
contract.                                                                       

PENALTY TAX FOR PREMATURE DISTRIBUTIONS. For both Qualified and Non-qualified   
Contracts, taxable distributions taken before the Contract Owner has reached the
age of 59-1/2 will be subject to a 10% additional tax penalty unless the        
distribution is taken in a series of periodic distributions, for life or life   
expectancy, or unless the distribution follows the death or disability of the   
Contract Owner. Other exceptions may be available in certain qualified plans.   
The 10% tax penalty is in addition to any other penalties that may apply under  
your Contract and the normal income taxes due on the distribution.              

TAX-FREE EXCHANGES. Code Section 1035 provides that, if certain conditions are  
met, no gain or loss is recognized when an annuity contract is received in      
exchange for a life insurance, endowment, or annuity contract. Since different  
annuity contracts have different expenses, fees and benefits, a tax-free        
exchange could result in your investment becoming subject to higher or lower    
fees and/or expenses.                                                           

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 payable to the    
designated beneficiary or the actuarial value of the payments to be received by 
the beneficiary. Consult an estate planning advisor 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 the Company to deduct the tax from your Contract or from any   
applicable payment and pay it directly to the IRS.                              

TYPES OF CONTRACTS: QUALIFIED AND NON-QUALIFIED                                 

QUALIFIED ANNUITY CONTRACTS                                                     

If you purchase your Contract with proceeds of an eligible rollover distribution
from any tax-qualified employee pension or retirement savings plan or individual
retirement annuity (IRA), your Contract is referred to as a Qualified Contract. 
Some examples of Qualified Contracts are: IRAs (including Roth IRAs), tax       
sheltered annuities established by public school systems or certain tax exempt  
organizations under Code Section 403(b), corporate-sponsored pension, retirement
savings and profit sharing plans (including 401(k) plans), Keogh Plans (for     
self-employed individuals), and certain other qualified deferred compensation   
plans. The rights and benefits under a Qualified Contract may be limited by the 
terms of the retirement plan, regardless of the terms and conditions of the     
Contract. Plan participants making contributions to Qualified Contracts will be 
subject to the required minimum distribution rules as provided by the Code and  
described below. All qualified plans (including IRAs) receive tax-deferral under
the Code. Although there are no additional tax benefits to funding your         
qualified plan or IRA with an annuity, it does offer you additional insurance   
benefits, such as the availability of a guaranteed income for life.             

TAXATION OF QUALIFIED ANNUITY CONTRACTS                                         

Under a qualified annuity, since amounts paid into the Contract generally have  
not yet been taxed, the full amount of any distributions (including the amount  
attributable to Purchase Payments), whether paid in the form of lump sum        
withdrawals or Annuity Payments, are generally taxed at ordinary income tax     
rates unless the distribution is transferred to an eligible rollover account or 
contract. There are special rules which govern the taxation of Qualified        
Contracts, including withdrawal restrictions, requirements for mandatory        

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distributions, and contribution limits. Amounts rolled over to the Contract from
other qualified funding vehicles generally are not subject to current taxation. 

HURRICANE RELIEF                                                                

LOANS. Your plan may provide for increased limits and delayed repayment of      
participant loans, where otherwise permitted by your plan, pursuant to the      
Katrina Emergency Tax Relief Act of 2005 and the Gulf Opportunity Zone Act of   
2005. An eligible retirement plan other than an IRA may allow a plan loan to    
delay loan repayment by certain individuals impacted by Hurricanes Katrina, Rita
and Wilma , whose principal places of abode on certain dates were located in    
statutorily defined disaster areas and who sustained an economic loss due to the
hurricane. Generally, if the due date for any repayment with respect to such    
loan occurs during a period beginning on September 23, 2005 (for purposes of    
Hurricane Katrina) or October 23, 2005 (for purposes of Hurricanes Rita and     
Wilma) and ending on December 31, 2006, then such due date may be delayed for   
one year. Note: For purposes of these loan rules, an individual cannot be a     
qualified individual with respect to more than one hurricane. Consult your tax  
advisor to determine if hurricane relief is available to your particular        
situation.                                                                      

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 participants who are 5% or more owners of the plan sponsor) . 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.                                   

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 five years  
from the date of death or minimum distributions may be taken over the life      
expectancy of the individual beneficiaries (or in the case of certain trusts    
that are contract beneficiaries, over the life expectancy of the individuals who
are the beneficiaries of the trust), provided such distributions are payable at 
least annually and begin within one year from the date of death. Special rules  
apply where the beneficiary is the surviving spouse, which allow the spouse to  
assume the Contract and defer the minimum distribution requirements.            

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, including the Earnings Preservation Benefit, as well as all living  
benefits such as GMIB and GMWB) must be added to the account value in computing 
the amount required to be distributed over the applicable period. We will       
provide you with additional information as to the amount of your interest in the
Contract that is subject to required minimum distributions under this new rule  
and either compute the required amount for you or offer to do so at your        
request. The new rules are not entirely clear and you should consult your       
personal tax advisor as to how these rules affect your Contract.                

NOTE TO PARTICIPANTS IN QUALIFIED PLANS INCLUDING 401, 403(B), 457 AS WELL AS   
IRA OWNERS: While annual plan contribution limits may be increased from time to 
time by Congress and the IRS for federal income tax purposes, these limits must 
be adopted by each state for any higher limits to be effective at a state income
tax level. In other words, the permissible contribution limits for federal and  
state income tax purposes may be different. Therefore, in certain states, a     
portion of the contributions may not be excludible or deductible from state     
income taxes. Please consult your employer or tax adviser regarding this issue. 

INDIVIDUAL RETIREMENT ANNUITIES                                                 

To the extent of earned income for the year and not exceeding the applicable    
limit for the taxable year, an individual may make deductible contributions to  
an individual retirement annuity (IRA). The applicable limit ($2,000 per year   
prior to 2002) has been increased by the Economic Growth and Tax Relief         
Reconciliation Act of 2001 ("EGTRRA"). The limit is $3,000 for calendar years   
2002-2004, $4,000 for calendar years 2005-2007, and will be indexed for         
inflation in years subsequent to 2008. Additional "catch-up contributions" may  
be made to an IRA by individuals age 50 or over. There are certain limits on the
deductible amount based on the adjusted gross income of the individual and      
spouse and on their participation in a retirement plan. If an individual is     
married and the spouse is not employed, the individual may establish IRAs for   
the individual and spouse. Purchase Payments may then be made annually into IRAs
for both spouses in the maximum amount of 100% of earned income up to a combined
limit based on the individual limits outlined above.                            

Deductible contributions to an IRA and Roth IRA for the year must be aggregated 
for purposes of the individual Code Section 408A limits and the Code Section 219
limits (age 50+catch-up).                                                       

Partial or full distributions are treated as ordinary income, except that       
amounts contributed after 1986 on a non-deductible basis are not includable in  
income when distributed. An additional tax of 10% will apply to any taxable     
distribution from the IRA that is received by the participant before the age of 
59 1/2 except by reason of death, disability or as part of a series of payments 
for life or life expectancy. Distributions must commence by April 1st of the    
calendar year after the close of the calendar year in which the individual      
attains the age of 70 1/2. Certain other mandatory distribution rules apply on  
the death of the individual. The individual must maintain personal and tax      
return records of any non-deductible contributions and distributions.           

Section 408 (k) of the Code provides for the purchase of a Simplified Employee  
Pension (SEP) plan. A SEP is funded through an IRA and can accept an annual     
employer contribution limited to the lesser of $42,000 or 100% of pay for each  
participant in 2005 ($44,000 for 2006).                                         

ROTH IRAs                                                                       

Effective January 1, 1998, Section 408A of the Code permits certain individuals 
to contribute to a Roth IRA. Eligibility to make contributions is based upon    
income, and the applicable limits vary based on marital status and/or whether   
the contribution is a rollover contribution from another IRA or an annual       
contribution. Contributions to a Roth IRA, which are subject to certain         
limitations, (similar to the annual limits for traditional IRAs), are not       
deductible and must be made in cash or as a rollover or transfer from another   
Roth IRA or other IRA. A conversion of "traditional" IRA to a Roth IRA may be   
subject to tax and other special rules apply. You should consult a tax adviser  
before combining any converted amounts with other Roth IRA contributions,       
including any other conversion amounts from other tax years.                    

Qualified distributions from a Roth IRA are tax-free. A qualified distribution  
requires that the Roth IRA has been held for at least 5 years, and the          
distribution is made after age 59 1/2, on death or disability of the owner, or  
for a limited amount ($10,000) for a qualified first time home purchase for the 
owner or certain relatives. 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 five taxable years starting with the year in which the first contribution
is made to the Roth IRA.                                                        

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NON-QUALIFIED ANNUITY CONTRACTS                                                 

If you purchase the Contract on an individual basis with after-tax dollars and  
not under one of the programs described above, your Contract is referred to as  
non-qualified. As the owner of a non-qualified annuity, you do not receive any  
tax benefit (deduction or deferral of income) on Purchase Payments, but you will
not be taxed on increases in the value of your Contract until a distribution    
occurs -- either as a withdrawal made prior to the Maturity Date or in the form 
of periodic Annuity Payments. As a general rule, there is income in the Contract
(earnings) to the extent the Contract Value exceeds your investment in the      
Contract. The investment in the Contract equals the total Purchase Payments less
any amount received previously which was excludible from gross income.          

Generally, different tax rules apply to Annuity Payments than to withdrawals and
payments received before the annuity starting date. When a withdrawal is made,  
you are taxed on the amount of the withdrawal that is considered earnings under 
federal tax laws.                                                               

Similarly, when you receive an Annuity Payment, part of each periodic payment is
considered a return of your Purchase Payments and will not be taxed, but the    
remaining portion of the Annuity Payment (i.e., any earnings) will be considered
ordinary income for federal income tax purposes. Annuity Payments are subject to
an "excludable amount" or "exclusion ratio" which determines how much of each   
payment is treated as:                                                          

-     a non-taxable return of your purchase payment; or             

-     a taxable payment of earnings.                                

We generally will tell you how much of each Annuity Payment is a non-taxable    
return of your Purchase Payments. However, it is possible that the IRS could    
conclude that the taxable portion of Annuity Payments under a non-qualified     
contract is an amount greater (or less) than the taxable amount determined by us
and reported by us to you and the IRS. Generally, once the total amount treated 
as a non-taxable return of your Purchase Payments equals your Purchase Payments,
then all remaining payments are fully taxable. We will withhold a portion of the
taxable amount of your Annuity Payment for income taxes, unless you elect       
otherwise. The amount we withhold is determined by the Code.                    

Code Section 72(s) requires that non-qualified annuity contracts meet minimum   
mandatory distribution requirements upon the death of the Contract Owner,       
including the death of either of the Joint Owners. If these requirements are not
met, the Contract will not be treated as an annuity contract for federal income 
tax purposes and earnings under the Contract will be taxable currently, not when
distributed. The distribution required depends, among other things, upon whether
an annuity option is elected or whether the succeeding Contract Owner is the    
surviving spouse. We will administer contracts in accordance with these rules   
and we will notify you when you should begin receiving payments. There is a more
complete discussion of these rules in the SAI.                                  

If a non-qualified annuity is owned by a non-natural person (e.g., a            
corporation), increases in the value of the Contract attributable to Purchase   
Payments made after February 28, 1986 are includable in income annually and     
taxed at ordinary income tax rates. Furthermore, for contracts issued after     
April 22, 1987, if the Contract is transferred to another person or entity      
without adequate consideration, all deferred increases in value will be treated 
as income for federal income tax purposes at the time of the transfer.          

PARTIAL WITHDRAWALS: If you make a partial withdrawal of your Contract Value,   
the distribution generally will be taxed as first coming from earnings (income  
in the Contract) and then from your Purchase Payments. These withdrawn earnings 
are includable in your taxable income. (See Penalty Tax for Premature           
Distributions below.) Any direct or indirect borrowing against the value of the 
Contract or pledging of the Contract as security for a loan will be treated as a
cash distribution under the tax law, and will have tax consequences in the year 
taken. It should be noted that there is no guidance as to the determination of  
the amount of income in a Contract if it is issued with a Guaranteed Minimum    
Withdrawal Benefit (GMWB). Therefore, you should consult with your tax adviser  
as to the potential tax consequences of a partial surrender if your Contract is 
issued with a GMWB.                                                             

PARTIAL ANNUITIZATION (if available under your Contract): At the present time   
the IRS has not approved the use of an exclusion ratio or exclusion amount when 
only part of your Contract Value is applied to a payment option. Currently, we  
will treat the application of less than your entire Contract Value under a      
Non-qualified Contract to a payment option (i.e. taking Annuity Payments) as a  
taxable withdrawal for federal income tax purposes (which may also be subject to
the 10% penalty tax if you are under age 59-1/2). We will then treat the amount 
of the withdrawal (after any deductions for taxes) as the purchase price of an  
income annuity and tax report the                                               

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income payments received that annuity under the rules for variable income       
annuities. Consult your tax attorney prior to partially annuitizing your        
Contract.                                                                       

We will determine the excludable amount for each income payment under the       
Contract as a whole by using the rules applicable to variable income payments in
general (i.e. by dividing your after-tax purchase price, as adjusted for any    
refund or guarantee feature, by the number of expected income payments from the 
appropriate IRS table). However, the IRS may determine that the excludable      
amount is different from our computation.                                       

The tax law treats all non-qualified deferred annuities issued after October 21,
1988 by the same company (or its affiliates) to the same owner during any one   
calendar year as one annuity. This may cause a greater portion of your          
withdrawals from the Deferred Annuity to be treated as income than would        
otherwise be the case. Although the law is not clear, the aggregation rule may  
also adversely affect the tax treatment of payments received under an income    
annuity where the owner has purchased more than one non-qualified annuity during
the same calendar year from the same or an affiliated company after October 21, 
1988, and is not receiving income payments from all annuities at the same time. 

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES                             

The Code requires that any non-qualified variable annuity contracts based on a  
Separate Account must meet specific diversification standards. Non-qualified    
variable annuity contracts shall not be treated as an annuity for federal income
tax purposes if investments made in the account are not adequately diversified. 
Final tax regulations define how Separate Accounts must be diversified. The     
Company constantly monitors the diversification of investments and believes that
its accounts are adequately diversified. The consequence of any failure to      
diversify is essentially the loss to the Contract Owner of tax-deferred         
treatment, requiring the current inclusion of a proportionate share of the      
income and gains from the Separate Account assets in the income of each Contract
Owner. The Company intends to administer all contracts subject to this provision
of law in a manner that will maintain adequate diversification.                 

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 Separate 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.                                                                   

TAXATION OF DEATH BENEFIT PROCEEDS                                              

Amounts may be distributed from a Non-qualified Contract because of the death of
an owner or Annuitant. Generally, such amounts are includable in the income of  
the recipient as follows: (i) if distributed in a lump sum, they are taxed in   
the same manner as a full surrender of the Contract; or (ii) if distributed     
under a payment option, they are taxed in the same way as Annuity Payments.     

OTHER TAX CONSIDERATIONS                                                        

TREATMENT OF CHARGES FOR OPTIONAL BENEFITS                                      

The Contract may provide one or more optional enhanced death benefits or other  
minimum guaranteed benefit that in some cases may exceed the greater of purchase
price or the Contract Value. It is possible that the Internal Revenue Service   
may take the position that the charges for the optional enhanced benefit(s) are 
deemed to be taxable distributions to you. Although we do not believe that a    
charge under such optional enhanced benefit should be treated as a taxable      
withdrawal, you should consult with your tax adviser before selecting any rider 
or endorsement to the Contract.                                                 

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PUERTO RICO TAX CONSIDERATIONS                                                  

The Puerto Rico Internal Revenue Code of 1994 (the "1994 Code") taxes           
distributions from non-qualified annuity contracts differently than in the U.S. 
Distributions that are not in the form of an annuity (including partial         
surrenders and period certain payments) are treated under the 1994 Code first as
a return of investment. Therefore, a substantial portion of the amounts         
distributed generally will be excluded from gross income for Puerto Rico tax    
purposes until the cumulative amount paid exceeds your tax basis. The amount of 
income on annuity distributions (payable over your lifetime) is also calculated 
differently under the 1994 Code. Since Puerto Rico residents are also subject to
U.S. income tax on all income other than income sourced to Puerto Rico and the  
Internal Revenue Service issued guidance in 2004 which indicated that the income
from an annuity contract issued by a U.S. life insurer would be considered U.S. 
source income, the timing of recognition of income from an annuity contract     
could vary between the two jurisdictions. Although the 1994 Code provides a     
credit against the Puerto Rico income tax for U.S. income taxes paid, an        
individual may not get full credit because of the timing differences. You should
consult with a personal tax adviser regarding the tax consequences of purchasing
an annuity contract and/or any proposed distribution, particularly a partial    
distribution or election to annuitize.                                          

NON-RESIDENT ALIENS                                                             

Distributions to non resident aliens ("NRAs") are subject to special and complex
tax and withholding rules under the Code with respect to U.S. source income,    
some of which are based upon the particular facts and circumstances of the      
Contract Owner, the beneficiary and the transaction itself. As stated above, the
IRS has taken the position that income from the Contract received by NRAs is    
considered U.S. source income. In addition, Annuity Payments to NRAs in many    
countries are exempt from U.S. tax (or subject to lower rates) based upon a tax 
treaty, provided that the Contract Owner complies with the applicable           
requirements. NRAs should seek guidance from a tax adviser regarding their      
personal situation.                                                             

 OTHER INFORMATION

THE INSURANCE COMPANIES                                                         

Please refer to your Contract to determine which Company issued your Contract.  

MetLife Insurance Company of Connecticut (formerly, The Travelers Insurance     
Company) is a stock insurance company chartered in 1863 in Connecticut and      
continuously engaged in the insurance business since that time. It is licensed  
to conduct life insurance business in all states of the United States, the      
District of Columbia, Puerto Rico, Guam, the U.S. and British Virgin Islands and
the Bahamas. The Company is a wholly-owned subsidiary of MetLife, Inc., a       
publicly-traded company. MetLife, Inc., through its subsidiaries and affiliates,
is a leading provider of insurance and other financial services to individual   
and institutional customers. The Company's Home Office is located at One        
Cityplace, Hartford, Connecticut 06103-3415.                                    

MetLife Life and Annuity Company of Connecticut (formerly, The Travelers Life   
and Annuity Company) is a stock insurance company chartered in 1973 in          
Connecticut and continuously engaged in the insurance business since that time. 
It is licensed to conduct life insurance business in all states of the United   
States (except New York), the District of Columbia and Puerto Rico. The Company 
is an indirect wholly-owned subsidiary of MetLife, Inc., a publicly-traded      
company. The Company's Home Office is located at One Cityplace, Hartford,       
Connecticut 06103-3415.                                                         

FINANCIAL STATEMENTS                                                            

The financial statements for the Company and its Separate Account are located in
the Statement of Additional Information.                                        

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS                                      

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT. MetLife Insurance Company of 
Connecticut and MetLife Life and Annuity Company of Connecticut (together the   
"Company") have appointed MLI Distribution LLC ("MLIDLLC") (formerly, Travelers 
Distribution LLC) to serve as the principal underwriter and distributor of the  
securities offered through this Prospectus, pursuant to the terms of a          
Distribution and Principal                                                      

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Underwriting Agreement. MLIDLLC, which is an affiliate of the Company, also acts
as the principal underwriter and distributor of other variable annuity contracts
and variable life insurance policies issued by the Company and its affiliated   
companies. The Company reimburses MLIDLLC for expenses MLIDLLC incurs in        
distributing the Contracts (e.g. commissions payable to retail broker-dealers   
who sell the Contracts). MLIDLLC does not retain any fees under the Contracts;  
however, MLIDLLC may receive 12b-1 fees from the Underlying Funds.              

MLIDLLC's principal executive offices are located at One Cityplace, Hartford,   
Connecticut 06103. MLIDLLC is registered as a broker-dealer with the Securities 
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as   
well as the securities commissions in the states in which it operates, and is a 
member of the National Association of Securities Dealers, Inc. ("NASD").        

MLIDLLC and the Company enter into selling agreements with affiliated and       
unaffiliated broker-dealers who are registered with the SEC and are members of  
the NASD, and with entities that may offer the Contracts but are exempt from    
registration. Applications for the Contract are solicited by registered         
representatives who are associated persons of such broker-dealer firms. Such    
representatives act as appointed agents of the Company under applicable state   
insurance law and must be licensed to sell variable insurance products. The     
Company no longer offers the Contract to new purchasers, but it continues to    
accept Purchase Payments from existing customers.                               

COMPENSATION. Broker-dealers who have selling agreements with MLIDLLC and the   
Company are paid compensation for the promotion and sale of the Contracts.      
Registered representatives who solicit sales of the Contract typically receive a
portion of the compensation payable to the broker-dealer firm. The amount the   
registered representative receives depends on the agreement between the firm and
the registered representative. This agreement may also provide for the payment  
of other types of cash and non-cash compensation and other benefits. A          
broker-dealer firm or registered representative of a firm may receive different 
compensation for selling one product over another and/or may be inclined to     
favor one product provider over another product provider due to differing       
compensation rates.                                                             

We generally pay compensation as a percentage of Purchase Payments invested in  
the Contract. Alternatively, we may pay lower compensation on Purchase Payments 
but pay periodic asset-based compensation based on all or a portion of the      
Contract Value. The amount and timing of compensation may vary depending on the 
selling agreement but is not expected to exceed 7.50% of Purchase Payments (if  
up-front compensation is paid to registered representatives) and up to 1.50%    
annually of average Contract Value (if asset-based compensation is paid to      
registered representatives).                                                    

The Company and MLIDLLC have also entered into preferred distribution           
arrangements with certain broker-dealer firms. These arrangements are sometimes 
called "shelf space" arrangements. Under these arrangements, the Company and    
MLIDLLC pay separate, additional compensation to the broker-dealer firm for     
services the broker-dealer provides in connection with the distribution of the  
Company's products. These services may include providing the Company with access
to the distribution network of the broker-dealer, the hiring and training of the
broker-dealer's sales personnel, the sponsoring of conferences and seminars by  
the broker-dealer, or general marketing services performed by the broker-dealer.
The broker-dealer may also provide other services or incur other costs in       
connection with distributing the Company's products.                            

These preferred distribution arrangements will not be offered to all            
broker-dealer firms and the terms of such arrangements may differ between       
broker-dealer firms. Compensation payable under such arrangements may be based  
on aggregate, net or anticipated sales of the Contracts, total assets           
attributable to sales of the Contract by registered representatives of the      
broker-dealer firm or based on the length of time that a Contract Owner has     
owned the Contract. Any such compensation payable to a broker-dealer firm will  
be made by MLIDLLC or the Company out of their own assets and will not result in
any additional direct charge to you. Such compensation may cause the            
broker-dealer firm and its registered representatives to favor the Company's    
products. The Company and MLIDLLC have entered into a preferred distribution    
arrangement with Morgan Stanley DW, Inc., the only broker-dealer firm that is   
authorized by the Company and MLIDLLC to offer the Contracts. See the "Statement
of Additional Information DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT" for
a list of the broker-dealer firms that received such additional compensation    
during 2005, as well as the range of additional compensation paid.              

The Company and MLIDLLC have entered into selling agreements with certain       
broker-dealer firms that have an affiliate that acts as investment adviser or   
sub-adviser to one or more Underlying Funds that may be offered under the       
Contracts. These investment advisory firms include Fidelity Management &        
Research Company, Morgan Stanley Investment Advisers Inc., Merrill Lynch        
Investment Managers, L.P., MetLife Investment Funds Management LLC, MetLife     
Advisers, LLC and Met Investors Advisory LLC. MetLife                           

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Investment Funds Management LLC, MetLife Advisers, LLC and Met Investors        
Advisory LLC are affiliates of the Company. Registered representatives of       
broker-dealer firms with an affiliated company acting as an adviser or a        
sub-adviser may favor these Funds when offering the Contracts.                  

CONFORMITY WITH STATE AND FEDERAL LAWS                                          

The laws of the state in which we deliver a Contract govern that Contract. Where
a state has not approved a Contract feature or funding option, it will not be   
available in that state. Any paid-up annuity, Cash Surrender Value or death     
benefits that are available under the Contract are not less than the minimum    
benefits required by the statutes of the state in which we delivered the        
Contract. We reserve the right to make any changes, including retroactive       
changes, in the Contract to the extent that the change is required to meet the  
requirements of any law or regulation issued by any governmental agency to which
the Company, the Contract or the Contract Owner is subject.                     

VOTING RIGHTS                                                                   

The Company is the legal owner of the shares of the Underlying Funds. However,  
we believe that when an Underlying Fund solicits proxies in conjunction with a  
vote of shareholders we are required to obtain from you and from other owners   
instructions on how to vote those shares. We will vote all shares, including    
those we may own on our own behalf, and those where we have not received        
instructions from Contract Owners, in the same proportion as shares for which we
received voting instructions. Should we determine that we are no longer required
to comply with the above, we will vote on the shares in our own right. In       
certain limited circumstances, and when permitted by law, we may disregard      
voting instructions. If we do disregard voting instructions, a summary of that  
action and the reasons for such action would be included in the next annual     
report to Contract Owners.                                                      

RESTRICTIONS ON FINANCIAL TRANSACTIONS                                          

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

LEGAL PROCEEDINGS                                                               

In the ordinary course of business, the Company, 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, the Company does not believe any
such action or proceeding will have a material adverse effect upon the Separate 
Account or upon the ability of MLIDLLC to perform its contract with the Separate
Account or of the Company to meet its obligations under the Contracts.          

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APPENDIX A
 CONDENSED FINANCIAL INFORMATION

 METLIFE OF CT FUND ABD FOR VARIABLE ANNUITIES
 ACCUMULATION UNIT VALUES (IN DOLLARS)

The following Accumulation Unit Value Information should be read in conjunction 
with the Separate Account's audited financial statement and notes, which are    
included in the Statement of Additional Information.                            

SEPARATE ACCOUNT CHARGES 1.40%

                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                    PORTFOLIO NAME                      YEAR      YEAR        END OF YEAR     END OF YEAR  
------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                           
Janus Aspen Series                                                                                         
   Balanced Portfolio - Service Shares (5/00)           2005      1.004          1.066         10,647,659  
                                                        2004      0.941          1.004         12,240,173  
                                                        2003      0.839          0.941         14,072,516  
                                                        2002      0.911          0.839         14,830,766  
                                                        2001      0.972          0.911         13,475,207  

   Forty Portfolio - Service Shares (5/00)              2005      0.768          0.853            578,607  
                                                        2004      0.660          0.768            572,316  
                                                        2003      0.557          0.660            662,080  
                                                        2002      0.672          0.557            710,089  
                                                        2001      0.872          0.672            615,886  

   Mid Cap Value Portfolio - Service Shares (4/03)      2005      1.560          1.693             87,514  
                                                        2004      1.343          1.560            116,813  
                                                        2003      1.000          1.343            128,204  

   Worldwide Growth Portfolio - Service Shares (12/00)  2005      0.561          0.584         10,682,752  
                                                        2004      0.544          0.561         12,214,595  
                                                        2003      0.446          0.544         13,388,686  
                                                        2002      0.609          0.446         15,628,276  
                                                        2001      0.798          0.609         16,824,804  

Salomon Brothers Variable Series Funds Inc.                                                                
   All Cap Fund - Class I (5/98)                        2005      1.655          1.698         10,354,574  
                                                        2004      1.549          1.655         11,436,639  
                                                        2003      1.130          1.549         11,935,706  
                                                        2002      1.529          1.130         11,108,929  
                                                        2001      1.522          1.529          5,065,288  
                                                        2000      1.305          1.522            907,328  
                                                        1999      1.084          1.305            216,465  
                                                        1998      1.000          1.084             55,964  

   High Yield Bond Fund - Class I (5/98)                2005      1.497          1.533            365,223  
                                                        2004      1.367          1.497            464,878  

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 ACCUMULATION UNIT VALUES (IN DOLLARS)

SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                      UNIT VALUE AT                 NUMBER OF UNITS
                                                      BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                PORTFOLIO NAME                  YEAR      YEAR        END OF YEAR     END OF YEAR  
----------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                   
   High Yield Bond Fund - Class I  (continued)  2003      1.116          1.367           455,322   
                                                2002      1.055          1.116           354,505   
                                                2001      1.017          1.055           421,112   
                                                2000      1.032          1.017           319,825   
                                                1999      0.991          1.032           208,039   
                                                1998      1.000          0.991           117,685   

   Investors Fund - Class I (4/98)              2005      1.311          1.377        15,084,411   
                                                2004      1.204          1.311        17,246,134   
                                                2003      0.923          1.204        18,513,035   
                                                2002      1.216          0.923        19,285,142   
                                                2001      1.287          1.216        15,853,833   
                                                2000      1.132          1.287         7,090,936   
                                                1999      1.029          1.132         3,905,967   
                                                1998      1.000          1.029         1,764,644   

   Small Cap Growth Fund - Class I (5/00)       2005      0.969          1.002         1,217,569   
                                                2004      0.853          0.969         1,642,854   
                                                2003      0.581          0.853         2,003,014   
                                                2002      0.903          0.581         1,607,181   
                                                2001      0.987          0.903         1,517,383   

   Strategic Bond Fund - Class I (5/98)         2005      1.443          1.458         1,026,955   
                                                2004      1.372          1.443         1,081,101   
                                                2003      1.229          1.372         1,150,712   
                                                2002      1.145          1.229         1,123,744   
                                                2001      1.086          1.145           914,232   
                                                2000      1.026          1.086           624,887   
                                                1999      1.037          1.026           344,250   
                                                1998      1.000          1.037           127,127   

The Travelers Series Trust                                                                         
   Equity Income Portfolio (12/96)              2005      1.810          1.864        19,336,704   
                                                2004      1.670          1.810        22,752,381   
                                                2003      1.291          1.670        24,652,637   
                                                2002      1.521          1.291        25,581,166   
                                                2001      1.652          1.521        27,130,603   
                                                2000      1.535          1.652        22,535,737   

   Large Cap Portfolio (12/96)                  2005      1.435          1.538        14,843,563   
                                                2004      1.366          1.435        17,524,614   

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 ACCUMULATION UNIT VALUES (IN DOLLARS)

SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                             BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                       YEAR      YEAR        END OF YEAR     END OF YEAR  
-----------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                          
   Large Cap Portfolio  (continued)                    2003      1.111          1.366         19,563,576  
                                                       2002      1.459          1.111         21,047,983  
                                                       2001      1.790          1.459         24,478,964  
                                                       2000      2.123          1.790         22,306,844  

The Universal Institutional Funds, Inc.                                                                   
   Emerging Markets Equity Portfolio - Class I (5/98)  2005      1.320          1.743            422,202  
                                                       2004      1.087          1.320            439,202  
                                                       2003      0.737          1.087            474,608  
                                                       2002      0.820          0.737            360,817  
                                                       2001      0.889          0.820            359,559  
                                                       2000      1.484          0.889            309,348  
                                                       1999      0.769          1.484            238,502  
                                                       1998      1.000          0.769             27,410  

   Equity Growth Portfolio - Class I (5/00)            2005      0.641          0.732          1,245,494  
                                                       2004      0.603          0.641          1,341,533  
                                                       2003      0.490          0.603          1,515,009  
                                                       2002      0.688          0.490          1,471,505  
                                                       2001      0.823          0.688          1,122,971  

   Global Value Equity Portfolio - Class I (5/98)      2005      1.196          1.248            957,392  
                                                       2004      1.068          1.196            990,539  
                                                       2003      0.840          1.068          1,043,388  
                                                       2002      1.025          0.840          1,131,407  
                                                       2001      1.000          1.025          1,261,854  
                                                       2001      1.118          1.000                  -  
                                                       2000      1.017          1.118            922,022  
                                                       1999      0.991          1.017            508,044  
                                                       1998      0.973          0.991            163,749  

   Mid Cap Growth Portfolio - Class I (5/00)           2005      0.683          0.792            865,513  
                                                       2004      0.569          0.683            905,408  
                                                       2003      0.407          0.569            987,307  
                                                       2002      0.600          0.407          1,131,038  
                                                       2001      0.861          0.600          1,118,232  

   Mid Cap Value Portfolio - Class I (6/98)            2005      1.441          1.596            865,904  
                                                       2004      1.275          1.441          1,021,502  
                                                       2003      0.914          1.275          1,154,921  
                                                       2002      1.288          0.914          1,337,465  

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                            UNIT VALUE AT                 NUMBER OF UNITS
                                                            BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                   PORTFOLIO NAME                     YEAR      YEAR        END OF YEAR     END OF YEAR  
----------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                         
   Mid Cap Value Portfolio - Class I  (continued)     2001      1.348          1.288         1,390,184   
                                                      2000      1.235          1.348           859,060   
                                                      1999      1.042          1.235           818,991   
                                                      1998      1.000          1.042           219,618   

   Technology Portfolio - Class I (5/00)              2005      0.235          0.231           841,734   
                                                      2004      0.242          0.235         1,156,951   
                                                      2003      0.166          0.242         1,339,529   
                                                      2002      0.330          0.166         1,840,625   
                                                      2001      0.654          0.330         1,926,762   

   U.S. Real Estate Portfolio - Class I (10/98)       2005      2.113          2.439           328,630   
                                                      2004      1.571          2.113           379,765   
                                                      2003      1.158          1.571           535,220   
                                                      2002      1.184          1.158           480,808   
                                                      2001      1.093          1.184           478,734   
                                                      2000      0.866          1.093           138,149   
                                                      1999      0.909          0.866           105,964   
                                                      1998      0.865          0.909            66,511   

   Value Portfolio - Class I (5/98)                   2005      1.249          1.288         1,118,021   
                                                      2004      1.075          1.249         1,373,932   
                                                      2003      0.813          1.075         1,494,933   
                                                      2002      1.059          0.813         1,728,646   
                                                      2001      1.050          1.059         1,653,571   
                                                      2000      0.852          1.050           938,077   
                                                      1999      0.880          0.852           853,765   
                                                      1998      1.000          0.880           258,345   

Van Kampen Life Investment Trust                                                                         
   Comstock Portfolio - Class I Shares (5/99)         2005      1.347          1.386           414,103   
                                                      2004      1.160          1.347           354,009   
                                                      2003      0.898          1.160           346,971   
                                                      2002      1.128          0.898           360,360   
                                                      2001      1.173          1.128           384,749   
                                                      2000      0.916          1.173           272,114   
                                                      1999      1.000          0.916            65,606   

   Emerging Growth Portfolio - Class I Shares (6/98)  2005      1.281          1.364           525,228   
                                                      2004      1.214          1.281           618,881   
                                                      2003      0.967          1.214           698,741   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                  UNIT VALUE AT                 NUMBER OF UNITS
                                                                  BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                       YEAR      YEAR        END OF YEAR     END OF YEAR  
----------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                               
   Emerging Growth Portfolio - Class I Shares  (continued)  2002      1.452          0.967           881,610   
                                                            2001      2.150          1.452         1,085,722   
                                                            2000      2.426          2.150         1,080,269   
                                                            1999      1.204          2.426           483,237   
                                                            1998      1.000          1.204            27,189   

   Enterprise Portfolio - Class I Shares (7/98)             2005      0.788          0.840           670,537   
                                                            2004      0.768          0.788           927,896   
                                                            2003      0.619          0.768           992,693   
                                                            2002      0.888          0.619         1,203,650   
                                                            2001      1.132          0.888         1,430,647   
                                                            2000      1.344          1.132         1,563,368   
                                                            1999      1.083          1.344           953,537   
                                                            1998      1.000          1.083           233,972   

   Government Portfolio - Class I Shares (10/98)            2005      1.305          1.333           776,879   
                                                            2004      1.271          1.305           951,033   
                                                            2003      1.266          1.271         1,195,094   
                                                            2002      1.172          1.266         1,730,223   
                                                            2001      1.111          1.172           580,913   
                                                            2000      1.003          1.111           488,214   
                                                            1999      1.052          1.003           333,180   
                                                            1998      1.000          1.052           347,758   

   Growth and Income Portfolio - Class I Shares (6/98)      2005      1.505          1.633           921,752   
                                                            2004      1.335          1.505         1,079,607   
                                                            2003      1.057          1.335         1,137,611   
                                                            2002      1.254          1.057         1,239,684   
                                                            2001      1.350          1.254         1,513,888   
                                                            2000      1.147          1.350         1,663,683   
                                                            1999      1.030          1.147         1,105,415   
                                                            1998      1.000          1.030           292,761   

   Money Market Portfolio - Class I Shares (5/98)           2005      1.109          1.123         1,375,543   
                                                            2004      1.115          1.109         1,485,737   
                                                            2003      1.125          1.115         1,690,655   
                                                            2002      1.127          1.125         2,226,422   
                                                            2001      1.102          1.127         2,230,550   
                                                            2000      1.055          1.102         1,706,894   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                               BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                    PORTFOLIO NAME                       YEAR       YEAR       END OF YEAR     END OF YEAR  
-------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                            
   Money Market Portfolio - Class I Shares  (continued)  1999      1.023          1.055           545,168   
                                                         1998      1.000          1.023           637,874   

Variable Insurance Products Fund                                                                            
   Contrafund(R) Portfolio - Service Class 2 (5/00)      2005      1.019          1.172        14,262,420   
                                                         2004      0.897          1.019        10,841,489   
                                                         2003      0.710          0.897        10,150,010   
                                                         2002      0.796          0.710         9,701,628   
                                                         2001      0.923          0.796         8,023,592   

   Mid Cap Portfolio - Service Class 2 (12/00)           2005      1.486          1.729         8,136,691   
                                                         2004      1.209          1.486         7,053,117   
                                                         2003      0.887          1.209         6,373,888   
                                                         2002      0.999          0.887         5,310,526   
                                                         2001      1.050          0.999         1,727,443   

 NOTES

The date next to each funding option's name reflects the date money first came  
into the funding option through the Separate Account.                           

Funding options not listed above had no amount allocated to them or were not    
available as of December 31, 2005.                                              

"Number of Units Outstanding at End of Year" may include units for              
Contracts Owners in payout phase, where appropriate.                            

If an accumulation unit value has no assets and units across all sub-accounts   
within the Separate Account, and has had no assets and units for the history    
displayed on the Condensed Financial Information in the past, then it may not be
displayed.                                                                      

Effective 04/18/2005: Janus Aspen Series Capital Appreciation Portfolio -       
Service Shares changed its name to Janus Aspen Series Forty Portfolio - Service 
Shares.                                                                         

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APPENDIX B
 CONDENSED FINANCIAL INFORMATION

METLIFE OF CT FUND ABD II FOR VARIABLE ANNUITIES
 ACCUMULATION UNIT VALUES (IN DOLLARS)

The following Accumulation Unit Value Information should be read in conjunction 
with the Separate Account's audited financial statement and notes, which are    
included in the Statement of Additional Information.                            

SEPARATE ACCOUNT CHARGES 1.40%

                                                        [Enlarge/Download Table]

                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                             BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                   PORTFOLIO NAME                      YEAR       YEAR       END OF YEAR    END OF YEAR   
-----------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                          
Janus Aspen Series                                                                                        
   Balanced Portfolio - Service Shares (5/00)          2005      1.004          1.066         12,042,861  
                                                       2004      0.941          1.004         13,862,916  
                                                       2003      0.839          0.941         15,303,712  
                                                       2002      0.911          0.839         15,615,584  
                                                       2001      0.972          0.911         12,635,819  

   Forty Portfolio - Service Shares (7/00)             2005      0.768          0.853          2,943,382  
                                                       2004      0.660          0.768          2,819,561  
                                                       2003      0.557          0.660          3,033,406  
                                                       2002      0.672          0.557          3,211,262  
                                                       2001      0.872          0.672          2,849,671  

   Mid Cap Value Portfolio - Service Shares (4/03)     2005      1.560          1.693            407,696  
                                                       2004      1.343          1.560            425,077  
                                                       2003      1.000          1.343            514,550  

   Worldwide Growth Portfolio - Service Shares (5/00)  2005      0.561          0.584         13,400,923  
                                                       2004      0.544          0.561         16,410,151  
                                                       2003      0.446          0.544         19,761,719  
                                                       2002      0.609          0.446         22,039,418  
                                                       2001      0.798          0.609         22,841,930  

Salomon Brothers Variable Series Funds Inc.                                                               
   All Cap Fund - Class I (5/98)                       2005      1.655          1.698         12,540,421  
                                                       2004      1.549          1.655         14,334,230  
                                                       2003      1.130          1.549         14,439,056  
                                                       2002      1.529          1.130         14,322,306  
                                                       2001      1.522          1.529         12,398,140  
                                                       2000      1.305          1.522          5,750,512  
                                                       1999      1.084          1.305          2,802,945  
                                                       1998      1.000          1.084          1,220,503  

   High Yield Bond Fund - Class I (5/98)               2005      1.497          1.533          3,145,687  
                                                       2004      1.367          1.497          3,553,979  

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                      UNIT VALUE AT                 NUMBER OF UNITS
                                                      BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                PORTFOLIO NAME                  YEAR       YEAR       END OF YEAR     END OF YEAR  
----------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                   
   High Yield Bond Fund - Class I  (continued)  2003      1.116          1.367          3,858,963  
                                                2002      1.055          1.116          3,974,358  
                                                2001      1.017          1.055          3,941,691  
                                                2000      1.032          1.017          3,132,176  
                                                1999      0.991          1.032          3,085,254  
                                                1998      1.000          0.991          2,965,625  

   Investors Fund - Class I (4/98)              2005      1.311          1.377         14,063,167  
                                                2004      1.204          1.311         16,356,631  
                                                2003      0.923          1.204         18,163,714  
                                                2002      1.216          0.923         19,758,109  
                                                2001      1.287          1.216         19,646,073  
                                                2000      1.132          1.287         12,889,045  
                                                1999      1.029          1.132          8,670,638  
                                                1998      1.000          1.029          3,232,444  

   Small Cap Growth Fund - Class I (5/00)       2005      0.969          1.002          5,020,579  
                                                2004      0.853          0.969          5,707,331  
                                                2003      0.581          0.853          6,425,059  
                                                2002      0.903          0.581          5,433,438  
                                                2001      0.987          0.903          4,642,573  

   Strategic Bond Fund - Class I (5/98)         2005      1.443          1.458          6,597,214  
                                                2004      1.372          1.443          7,493,182  
                                                2003      1.229          1.372          8,867,700  
                                                2002      1.145          1.229          9,223,742  
                                                2001      1.086          1.145          7,447,350  
                                                2000      1.026          1.086          4,817,402  
                                                1999      1.037          1.026          3,695,681  
                                                1998      1.000          1.037          1,887,776  

The Travelers Series Trust                                                                         
   Equity Income Portfolio (12/96)              2005      1.810          1.864         23,418,224  
                                                2004      1.670          1.810         28,399,295  
                                                2003      1.291          1.670         31,475,807  
                                                2002      1.521          1.291         34,048,348  
                                                2001      1.652          1.521         37,812,927  
                                                2000      1.535          1.652                  -  

   Large Cap Portfolio (12/96)                  2005      1.435          1.538         16,715,712  
                                                2004      1.366          1.435         20,122,965  

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                             BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                       YEAR       YEAR       END OF YEAR     END OF YEAR  
-----------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                          
   Large Cap Portfolio  (continued)                    2003      1.111          1.366         23,324,386  
                                                       2002      1.459          1.111         27,044,542  
                                                       2001      1.790          1.459         31,933,410  
                                                       2000      2.123          1.790         34,231,283  

The Universal Institutional Funds, Inc.                                                                   
   Emerging Markets Equity Portfolio - Class I (5/98)  2005      1.320          1.743          2,489,994  
                                                       2004      1.087          1.320          2,552,056  
                                                       2003      0.737          1.087          2,705,882  
                                                       2002      0.820          0.737          2,858,356  
                                                       2001      0.889          0.820          3,202,246  
                                                       2000      1.484          0.889          2,933,453  
                                                       1999      0.769          1.484          1,187,791  
                                                       1998      1.000          0.769            325,885  

   Equity Growth Portfolio - Class I (5/00)            2005      0.641          0.732          4,454,022  
                                                       2004      0.603          0.641          4,784,449  
                                                       2003      0.490          0.603          5,388,525  
                                                       2002      0.688          0.490          5,699,969  
                                                       2001      0.823          0.688          5,808,229  

   Global Value Equity Portfolio - Class I (5/98)      2005      1.196          1.248          8,918,279  
                                                       2004      1.068          1.196          9,140,860  
                                                       2003      0.840          1.068          8,860,358  
                                                       2002      1.025          0.840          8,455,101  
                                                       2001      1.000          1.025          8,990,510  
                                                       2001      1.118          1.000                  -  
                                                       2000      1.017          1.118          7,845,996  
                                                       1999      0.991          1.017          4,937,653  
                                                       1998      1.000          0.991          2,791,215  

   Mid Cap Growth Portfolio - Class I (5/00)           2005      0.683          0.792          5,859,271  
                                                       2004      0.569          0.683          6,724,903  
                                                       2003      0.407          0.569          7,412,502  
                                                       2002      0.600          0.407          7,622,040  
                                                       2001      0.861          0.600          7,985,971  

   Mid Cap Value Portfolio - Class I (5/98)            2005      1.441          1.596          8,014,319  
                                                       2004      1.275          1.441          9,723,982  
                                                       2003      0.914          1.275         10,712,032  
                                                       2002      1.288          0.914         11,612,662  

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                            UNIT VALUE AT                 NUMBER OF UNITS
                                                            BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                 PORTFOLIO NAME                       YEAR       YEAR       END OF YEAR     END OF YEAR  
----------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                         
   Mid Cap Value Portfolio - Class I  (continued)     2001      1.348          1.288         12,284,770  
                                                      2000      1.235          1.348          9,721,232  
                                                      1999      1.042          1.235          5,752,898  
                                                      1998      1.000          1.042          3,208,568  

   Technology Portfolio - Class I (5/00)              2005      0.235          0.231          7,863,792  
                                                      2004      0.242          0.235          8,801,098  
                                                      2003      0.166          0.242          9,251,977  
                                                      2002      0.330          0.166         11,141,281  
                                                      2001      0.654          0.330         12,911,565  
                                                      2000      1.000          0.654          8,223,281  

   U.S. Real Estate Portfolio - Class I (5/98)        2005      2.113          2.439          2,353,839  
                                                      2004      1.571          2.113          2,646,648  
                                                      2003      1.158          1.571          3,061,310  
                                                      2002      1.184          1.158          3,294,235  
                                                      2001      1.093          1.184          3,245,254  
                                                      2000      0.866          1.093          2,626,035  

   Value Portfolio - Class I (5/98)                   2005      1.249          1.288          9,540,783  
                                                      2004      1.075          1.249         10,748,230  
                                                      2003      0.813          1.075         11,279,463  
                                                      2002      1.059          0.813         12,016,877  
                                                      2001      1.050          1.059         12,306,001  
                                                      2000      0.852          1.050          9,127,020  
                                                      1999      0.880          0.852          6,166,448  
                                                      1998      1.000          0.880          2,812,523  

Van Kampen Life Investment Trust                                                                         
   Comstock Portfolio - Class I Shares (5/99)         2005      1.347          1.386          3,475,693  
                                                      2004      1.160          1.347          3,652,141  
                                                      2003      0.898          1.160          3,293,740  
                                                      2002      1.128          0.898          3,145,076  
                                                      2001      1.173          1.128          3,175,023  
                                                      2000      0.916          1.173          2,259,815  
                                                      1999      1.000          0.916            592,847  

   Emerging Growth Portfolio - Class I Shares (5/98)  2005      1.281          1.364          5,869,498  
                                                      2004      1.214          1.281          6,655,088  
                                                      2003      0.967          1.214          7,290,958  
                                                      2002      1.452          0.967          8,168,531  

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                               BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                      PORTFOLIO NAME                     YEAR       YEAR       END OF YEAR     END OF YEAR  
-------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                            
Emerging Growth Portfolio - Class I Shares  (continued)  2001      2.150          1.452          9,617,726  
                                                         2000      2.426          2.150         10,070,879  
                                                         1999      1.204          2.426          4,454,847  
                                                         1998      1.000          1.204          1,147,906  

Enterprise Portfolio - Class I Shares (5/98)             2005      0.788          0.840          7,011,089  
                                                         2004      0.768          0.788          8,517,872  
                                                         2003      0.619          0.768          9,561,484  
                                                         2002      0.888          0.619         10,974,877  
                                                         2001      1.132          0.888         13,325,467  
                                                         2000      1.344          1.132         14,493,536  
                                                         1999      1.083          1.344          6,294,366  
                                                         1998      1.000          1.083          1,807,065  

Government Portfolio - Class I Shares (5/98)             2005      1.305          1.333          4,539,630  
                                                         2004      1.271          1.305          5,214,733  
                                                         2003      1.266          1.271          6,354,516  
                                                         2002      1.172          1.266          8,077,581  
                                                         2001      1.111          1.172          3,329,608  
                                                         2000      1.003          1.111          2,405,941  
                                                         1999      1.052          1.003          1,781,637  
                                                         1998      1.000          1.052            754,724  

Growth and Income Portfolio - Class I Shares (5/98)      2005      1.505          1.633          8,650,572  
                                                         2004      1.335          1.505         10,021,350  
                                                         2003      1.057          1.335         10,288,883  
                                                         2002      1.254          1.057         11,033,781  
                                                         2001      1.350          1.254         12,134,238  
                                                         2000      1.147          1.350         10,991,961  
                                                         1999      1.030          1.147          6,242,006  
                                                         1998      1.000          1.030          2,274,752  

Money Market Portfolio - Class I Shares (5/98)           2005      1.109          1.123          3,114,503  
                                                         2004      1.115          1.109          4,574,264  
                                                         2003      1.125          1.115          5,728,263  
                                                         2002      1.127          1.125          7,145,521  
                                                         2001      1.102          1.127          9,461,724  
                                                         2000      1.055          1.102          5,786,461  
                                                         1999      1.023          1.055          7,282,651  
                                                         1998      1.000          1.023          4,773,944  

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                           UNIT VALUE AT                 NUMBER OF UNITS
                                                           BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                   PORTFOLIO NAME                    YEAR       YEAR       END OF YEAR     END OF YEAR  
---------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                        
Variable Insurance Products Fund                                                                        
   Contrafund(R) Portfolio - Service Class 2 (5/00)  2005      1.019          1.172          14,943,854 
                                                     2004      0.897          1.019          13,917,723 
                                                     2003      0.710          0.897          12,297,582 
                                                     2002      0.796          0.710          10,767,860 
                                                     2001      0.923          0.796           8,215,904 

   Mid Cap Portfolio - Service Class 2 (1/01)        2005      1.486          1.729           7,176,700 
                                                     2004      1.209          1.486           6,512,470 
                                                     2003      0.887          1.209           5,739,048 
                                                     2002      0.999          0.887           4,832,433 
                                                     2001      1.050          0.999           1,308,941 
                                                     2000      1.000          1.050                   - 

 NOTES

The date next to each funding option's name reflects the date money first came  
into the funding option through the Separate Account.                           

Funding options not listed above had no amount allocated to them or were not    
available as of December 31, 2005.                                              

"Number of Units Outstanding at End of Year" may include units for              
Contracts Owners in payout phase, where appropriate.                            

If an accumulation unit value has no assets and units across all sub-accounts   
within the Separate Account, and has had no assets and units for the history    
displayed on the Condensed Financial Information in the past, then it may not be
displayed.                                                                      

Effective 04/18/2005: Janus Aspen Series Capital Appreciation Portfolio -       
Service Shares changed its name to Janus Aspen Series Forty Portfolio - Service 
Shares.                                                                         

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APPENDIX C

 THE FIXED ACCOUNT

The Fixed Account is part of the Company's general account assets. These general
account assets include all assets of the Company other than those held in the   
separate accounts sponsored by the Company or its affiliates.                   

The staff of the SEC does not generally review the disclosure in the prospectus 
relating to the Fixed Account. Disclosure regarding the Fixed Account and the   
general account may, however, be subject to certain provisions of the federal   
securities laws relating to the accuracy and completeness of statements made in 
the prospectus.                                                                 

Under the Fixed Account, the Company assumes the risk of investment gain or     
loss, guarantees a specified interest rate, and guarantees a specified periodic 
annuity payment. The investment gain or loss of the Separate Account or any of  
the funding options does not affect the Fixed Account Contract Value, or the    
dollar amount of fixed annuity payments made under any payout option.           

We guarantee that, at any time, the Fixed Account Contract Value will not be    
less than the amount of the Purchase Payments allocated to the Fixed Account,   
plus interest credited as described below, less any applicable premium taxes or 
prior withdrawals.                                                              

Purchase Payments allocated to the Fixed Account and any transfers made to the  
Fixed Account become part of the Company's general account, which supports      
insurance and annuity obligations. The general account and any interest therein 
is not registered under, or subject to the provisions of, the Securities Act of 
1933 or Investment Company Act of 1940. We will invest the assets of the Fixed  
Account at our discretion. Investment income from such Fixed Account assets will
be allocated to us and to the Contracts participating in the Fixed Account.     

Investment income from the Fixed Account allocated to us includes compensation  
for mortality and expense risks borne by us in connection with Fixed Account    
Contracts. The amount of such investment income allocated to the Contracts will 
vary from year to year in our sole discretion at such rate or rates as we       
prospectively declare from time to time.                                        

We guarantee the initial rate for any allocations into the Fixed Account for one
year from the date of such allocation. We guarantee subsequent renewal rates for
the calendar quarter. We also guarantee that for the life of the Contract we    
will credit interest at not less than 3% per year. We will determine any        
interest we credit to amounts allocated to the Fixed Account in excess of 3% per
year in our sole discretion. You assume the risk that interest credited to the  
Fixed Account may not exceed the minimum guarantee of 3% for any given year.    

TRANSFERS                                                                       

You may make transfers from the Fixed Account to any available Variable Funding 
Option(s) twice a year during the 30 days following the semiannual anniversary  
of the Contract date. We limit transfers to an amount of up to 15% of the Fixed 
Account Contract Value on the semiannual Contract date anniversary. (This       
restriction does not apply to transfers under the Dollar Cost Averaging         
Program.) Amounts previously transferred from the Fixed Account to variable     
funding options may not be transferred back to the Fixed Account for a period of
at least six months from the date of transfer. We reserve the right to waive    
either of these restrictions.                                                   

Automated transfers from the Fixed Account to any of the variable funding       
options may begin at any time. Automated transfers from the Fixed Account may   
not deplete your Fixed Account value in a period of less than twelve months from
your enrollment in the Dollar Cost Averaging Program.                           

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APPENDIX D

 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information and  
financial statements relating to MetLife Insurance Company of Connecticut or    
MetLife Life and Annuity Company of Connecticut. A list of the contents of the  
Statement of Additional Information is set forth below:                         

The Insurance Company                 
Principal Underwriter                 
           Distribution and Principal Underwriting Agreement
Valuation of Assets                   
Federal Tax Considerations            
       Independent Registered Public Accounting Firm
Condensed Financial Information       
Financial Statements                  

Copies of the Statement of Additional Information dated May 1, 2006 are         
available without charge. To request a copy, please clip this coupon on the line
above, enter your name and address in the spaces provided below, and mail to    
MetLife Insurance Company of Connecticut/MetLife Life and Annuity Company of    
Connecticut, One Cityplace, 185 Asylum Street, 3 CP, Hartford, Connecticut      
06103-3415. For the MetLife Insurance Company of Connecticut Statement of       
Additional Information please request MIC-Book-06-07-10-11 and for the MetLife  
Life and Annuity Company of Connecticut Statement of Additional Information     
please request MLAC-Book-06-07-10-11.                                           

Name:    _______________________                                                
Address: _______________________                                                
_______________________                                       

Check Box:                                                                      

[    ] MIC-Book-06-07-10-11                                                     

[    ] MLAC-Book-06-07-10-11                                                    

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Book 10                                                              May 1, 2006

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PREMIER ADVISERS ANNUITY PROSPECTUS:
 METLIFE OF CT FUND ABD FOR VARIABLE ANNUITIES

METLIFE OF CT FUND ABD II FOR VARIABLE ANNUITIES

This prospectus describes PREMIER ADVISERS ANNUITY, a flexible premium deferred 
variable annuity contract (the "Contract") issued by MetLife Insurance Company  
of Connecticut or MetLife Life and Annuity Company of Connecticut (formerly The 
Travelers Insurance Company and The Travelers Life and Annuity Company,         
respectively).* MetLife Life and Annuity Company of Connecticut does not        
solicit or issue insurance products in the state of New York. Refer to your     
Contract for the name of your issuing company. The Contract is available in     
connection with certain retirement plans that qualify for special federal       
income tax treatment ("Qualified Contracts") as well as those that do not       
qualify for such treatment ("Non-qualified Contracts"). We may issue it as an   
individual Contract or as a group Contract. When we issue a group Contract, you 
will receive a certificate summarizing the Contract's provisions. For           
convenience, we refer to Contracts and certificates as "Contracts." You can     
choose to have your premium ("Purchase Payments") accumulate on a variable      
and/or a fixed basis in one of our funding options. Your Contract Value before  
the Maturity Date and the amount of monthly income afterwards will vary daily   
to reflect the investment experience of the Variable Funding Options you        
select. You bear the investment risk of investing in the Variable Funding       
Options. The Variable Funding Options are:                                      

JANUS ASPEN SERIES (SERVICE SHARES)                                             

Forty Portfolio                                                           
Mid Cap Value Portfolio                                                   
Worldwide Growth Portfolio                                                

LEGG MASON PARTNERS VARIABLE PORTFOLIOS I, INC. (CLASS I)+                      

Legg Mason Partners Variable All Cap Portfolio+                           
Legg Mason Partners Variable High Yield Bond Portfolio+                   
Legg Mason Partners Variable Investors Portfolio+                         
Legg Mason Partners Variable Small Cap Growth Portfolio+                  
Legg Mason Partners Variable Strategic Bond Portfolio+                    

MET INVESTORS SERIES TRUST (CLASS A)                                            

Neuberger Berman Real Estate Portfolio+                                   

METROPOLITAN SERIES FUND, INC.                                                  

BlackRock Money Market Portfolio - Class A+                               
FI Large Cap Portfolio - Class A+                                         
FI Value Leaders Portfolio - Class D+                                     
MFS Total Return Portfolio - Class F+                                     

THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (CLASS I)                               

Emerging Markets Equity Portfolio                                         
Equity Growth Portfolio                                                   
Global Value Equity Portfolio                                             
Mid Cap Growth Portfolio                                                  
U.S. Mid Cap Value Portfolio                                              
Value Portfolio                                                           

VAN KAMPEN LIFE INVESTMENT TRUST (CLASS II)                                     

Comstock Portfolio                                                        
Emerging Growth Portfolio                                                 
Enterprise Portfolio                                                      
Government Portfolio                                                      
Growth and Income Portfolio                                               

VARIABLE INSURANCE PRODUCTS FUND (SERVICE CLASS 2)                              

VIP Contrafund(R) PortfoliO                                               
VIP Mid Cap Portfolio                                                     

------------                                                                    
+     This Variable Funding Option has been subject to a merger, substitution or
name change. Please see "THE ANNUITY CONTRACT--The Variable Funding 
Options" for more information.                                      

*     THE TRAVELERS INSURANCE COMPANY HAS FILED FOR APPROVAL TO CHANGE ITS NAME 
TO METLIFE INSURANCE COMPANY OF CONNECTICUT. THE TRAVELERS LIFE AND 
     ANNUITY COMPANY HAS FILED FOR APPROVAL TO CHANGE ITS NAME TO METLIFE LIFE
   AND ANNUITY COMPANY OF CONNECTICUT. THE CHANGE WILL BE EFFECTIVE MAY 1,
     2006 PENDING REGULATORY APPROVAL. YOU WILL RECEIVE A CONTRACT ENDORSEMENT
NOTIFYING YOU OF THE NAME CHANGE ONCE IT HAS OCCURRED.              

The Contract is not offered to new purchasers. This prospectus provides the     
information that you should know before investing in the Contract. Please keep  
this prospectus for future reference. You can receive additional information    
about your Contract by requesting a copy of the Statement of Additional         
Information ("SAI") dated May 1, 2006. We filed the SAI with the Securities and 
Exchange Commission ("SEC"), and it is incorporated by reference into this      
prospectus. To request a copy, write to us at One Cityplace, 185 Asylum Street, 
3 CP, Hartford, Connecticut 06103-3415, call 1-800-599-9460 or access the SEC's 
website (http://www.sec.gov). See Appendix D for the SAI's table of contents.   

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR THE ADEQUACY OF THIS 
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.           

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OF ANY BANK, AND ARE NOT INSURED OR 
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT 
AGENCY.                                                                         

PROSPECTUS DATED MAY 1, 2006

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TABLE OF CONTENTS 

                                                                [Download Table]
                                                              
Glossary...............................................    3  
Summary................................................    5  
Fee Table..............................................    8  
Condensed Financial Information........................   12  
The Annuity Contract...................................   12  
   Contract Owner Inquiries............................   13  
   Purchase Payments...................................   13  
   Accumulation Units..................................   14  
   The Variable Funding Options........................   14  
The Fixed Account......................................   18  
Charges and Deductions.................................   18  
   General.............................................   18  
   Withdrawal Charge...................................   19  
   Free Withdrawal Allowance...........................   19  
   Administrative Charges..............................   19  
   Mortality and Expense Risk Charge...................   20  
   Variable Liquidity Benefit Charge...................   20  
   Enhanced Stepped-Up Provision Charge................   20  
   Variable Funding Option Expenses....................   20  
   Premium Tax.........................................   20  
   Changes in Taxes Based Upon                                
     Premium or Value..................................   21  
Transfers..............................................   21  
   Market Timing/Excessive Trading.....................   21  
   Dollar Cost Averaging...............................   22  
Access to Your Money...................................   23  
   Systematic Withdrawals..............................   23  
   Loans...............................................   24  
Ownership Provisions...................................   24  
   Types of Ownership..................................   24  
     Contract Owner....................................   24  
     Beneficiary.......................................   24  
     Annuitant.........................................   24  
Death Benefit..........................................   25  
   Death Proceeds before the Maturity Date.............   25  
   Enhanced Stepped-Up Provision.......................   26  

   Payment of Proceeds.................................   27  
   Beneficiary Contract Continuance....................   28  

   Planned Death Benefit...............................   29  
   Death Proceeds after the Maturity Date..............   29  

The Annuity Period.....................................   29  
   Maturity Date.......................................   29  
   Allocation of Annuity...............................   29  
   Variable Annuity....................................   30  
   Fixed Annuity.......................................   30  
Payment Options........................................   30  
   Election of Options.................................   30  
   Annuity Options.....................................   31  
   Income Options......................................   31  
   Variable Liquidity Benefit..........................   31  
Miscellaneous Contract Provisions......................   32  
   Right to Return.....................................   32  
   Termination.........................................   32  
   Required Reports....................................   32  
   Suspension of Payments..............................   32  
The Separate Accounts..................................   33  
   Performance Information.............................   33  
Federal Tax Considerations.............................   34  
   General Taxation of Annuities.......................   34  
   Types of Contracts: Qualified and Non-qualified.....   34  
   Qualified Annuity Contracts.........................   34  
     Taxation of Qualified Annuity Contracts...........   34  
     Mandatory Distributions for Qualified Plans.......   35  
   Non-qualified Annuity Contracts.....................   35  
     Diversification Requirements for Variable                
       Annuities.......................................   36  
     Ownership of the Investments......................   36  
     Taxation of Death Benefit Proceeds................   36  
   Other Tax Considerations............................   36  
     Treatment of Charges for Optional Benefits........   36  
     Penalty Tax for Premature Distribution............   36  
     Puerto Rico Tax Considerations....................   36  
     Non-Resident Aliens...............................   37  
Other Information......................................   37  
The Insurance Companies................................   37  
Financial Statements...................................   38  
   Distribution of Variable Annuity Contracts..........   38  
   Conformity with State and Federal Laws..............   39  
   Voting Rights.......................................   39  
   Restrictions on Financial Transactions..............   40  
   Legal Proceedings...................................   40  
Appendix A: Condensed Financial Information for               
MetLife of CT Fund ABD                                   A-1  
Appendix B: Condensed Financial Information for               
MetLife of CT Fund ABD II                                B-1  
Appendix C: The Fixed Account..........................  C-1  
Appendix D: Contents of the Statement of Additional           
Information                                              D-1  

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GLOSSARY

ACCUMULATION UNIT -- an accounting unit of measure used to calculate the value  
of this Contract before Annuity Payments begin.                                 

ANNUITANT -- the person on whose life the Maturity Date and Annuity Payments    
depend.                                                                         

ANNUITY PAYMENTS -- a series of periodic payments (a) for life; (b) for life    
with a minimum number of payments; (c) for the joint lifetime of the Annuitant  
and another person, and thereafter during the lifetime of the survivor; or (d)  
for a fixed period.                                                             

ANNUITY UNIT -- an accounting unit of measure used to calculate the amount of   
Annuity Payments.                                                               

CASH SURRENDER VALUE -- the Contract Value less any withdrawal charge and       
premium tax not previously deducted.                                            

CODE -- the Internal Revenue Code of 1986, as amended, and all related laws and 
regulations that are in effect during the term of this Contract.                

CONTINGENT ANNUITANT -- the individual who becomes the Annuitant when the       
Annuitant who is not the owner dies prior to the Maturity Date.                 

CONTRACT DATE -- the date on which the Contract is issued.                      

CONTRACT OWNER (you) -- the person named in the Contract (on the specifications 
page) as the owner of the Contract.                                             

CONTRACT VALUE -- Purchase Payments, plus or minus any investment experience on 
the amounts allocated to the variable funds or interest on amounts allocated to 
the Fixed Account, adjusted by any applicable charges and withdrawals.          

CONTRACT YEARS -- twelve month periods beginning with the Contract Date.        

DEATH REPORT DATE -- the day on which we have received 1) Due Proof of Death and
2) written payment instructions or election of spousal or beneficiary contract  
continuation.                                                                   

DUE PROOF OF DEATH -- (i) a copy of a certified death certificate; (ii) a copy  
of a certified decree of a court of competent jurisdiction as to the finding of 
death; (iii) a written statement by a medical doctor who attended the deceased; 
or (iv) any other proof satisfactory to us.                                     

FIXED ACCOUNT -- an account that consists of all of the assets under this       
Contract other than those in the Separate Account.                              

HOME OFFICE -- the Home Office of MetLife Insurance Company of Connecticut or   
MetLife Life and Annuity Company of Connecticut or any other office that we may 
designate for the purpose of administering this Contract.                       

MATURITY DATE -- the date on which the Annuity payments are to begin.           

PAYMENT OPTION -- an annuity or income option elected under your Contract.      

PURCHASE PAYMENT -- any premium paid by you to initiate or supplement this      
Contract.                                                                       

QUALIFIED CONTRACT -- a contract used in a retirement plan or program that is   
intended to qualify under Sections 401, 403, 408, or 414(d) of the Code.        

SEPARATE ACCOUNT -- a segregated account registered with the Securities and     
Exchange Commission ("SEC"), the assets of which are invested solely in the     
Underlying Funds. The assets of the Separate Account are held exclusively for   
the benefit of Contract Owners.                                                 

SUBACCOUNT -- that portion of the assets of a Separate Account that is allocated
to a particular Underlying Fund.                                                

UNDERLYING FUND -- a portfolio of an open-end management investment company that
is registered with the SEC in which the Subaccounts invest.                     

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VALUATION DATE -- a date on which a Subaccount is valued.                       

VALUATION PERIOD -- the period between successive valuations.                   

VARIABLE FUNDING OPTION -- a Subaccount of the Separate Account that invests in 
an Underlying Fund.                                                             

WE, US, OUR -- MetLife Insurance Company of Connecticut or MetLife Life and     
Annuity Company of Connecticut.                                                 

WRITTEN REQUEST -- written information sent to us in a form and content         
satisfactory to us and received at our Home Office.                             

YOU, YOUR -- the Contract Owner.                                                

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SUMMARY:
PREMIER ADVISERS ANNUITY

THIS SUMMARY DETAILS SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD KNOW AND 
CONSIDER BEFORE PURCHASING THE CONTRACT. PLEASE READ THE ENTIRE PROSPECTUS      
CAREFULLY.                                                                      

WHAT COMPANY WILL ISSUE MY CONTRACT? Your issuing company is either MetLife     
Insurance Company of Connecticut (formerly The Travelers Insurance Company) or  
MetLife Life and Annuity Company of Connecticut (formerly The Travelers Life and
Annuity Company), ("the Company," "We" or "Us"). MetLife Life and Annuity       
Company of Connecticut does not solicit or issue insurance products in the state
of New York. Refer to your Contract for the name of your issuing company. Each  
company sponsors its own segregated account ("Separate Account"). MetLife       
Insurance Company of Connecticut sponsors the MetLife of CT Fund ABD for        
Variable Annuities ("Fund ABD"); MetLife Life and Annuity Company of Connecticut
sponsors the MetLife of CT Fund ABD II for Variable Annuities ("Fund ABD II").  
When we refer to the Separate Account, we are referring to either Fund ABD or   
Fund ABD II, depending upon your issuing Company.                               

Contracts issued in your state may provide different features and benefits from 
and impose different costs (such as a waiver of the withdrawal charge on all    
Annuity Payments) than those described in this prospectus.                      

This Contract is no longer offered to new purchasers.                           

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE CONTRACT? We designed the Contract 
for retirement savings or other long-term investment purposes. The Contract     
provides a death benefit as well as guaranteed payout options. You direct your  
payment(s) to one or more of the Variable Funding Options and/or to the Fixed   
Account that is part of our general account (the "Fixed Account"). We guarantee 
money directed to the Fixed Account as to principal and interest. The Variable  
Funding Options fluctuate with the investment performance of the Underlying     
Funds and are not guaranteed. You can also lose money in the Variable Funding   
Options.                                                                        

The Contract, like all deferred variable annuity Contracts, has two phases: the 
accumulation phase and the payout phase (annuity period). During the            
accumulation phase generally, under a Qualified Contract, your pre-tax          
contributions accumulate on a tax-deferred basis and are taxed as income when   
you make a withdrawal, presumably when you are in a lower tax bracket. During   
the accumulation phase, under a Non-qualified Contract, earnings on your        
after-tax contributions accumulate on a tax-deferred basis and are taxed as     
income when you make a withdrawal. The payout phase occurs when you begin       
receiving payments from your Contract. The amount of money you accumulate in    
your Contract determines the amount of income (Annuity Payments) you receive    
during the payout phase.                                                        

During the payout phase, you may choose one of a number of annuity options. You 
may receive income payments in the form of a variable annuity, a fixed annuity, 
or a combination of both. If you elect variable income payments, the dollar     
amount of your payments may increase or decrease. Once you choose one of the    
annuity options or income options and begin to receive payments, it cannot be   
changed.                                                                        

WHO CAN PURCHASE THIS CONTRACT? The Contract is currently available for use in  
connection with (1) individual non-qualified purchases; (2) rollovers from      
Individual Retirement Annuities (IRAs); (3) rollovers from other qualified      
retirement plans and (4) beneficiary-directed transfers of death proceeds from  
another contract. Qualified Contracts include contracts qualifying under Section
401(a), 403(b), or 408(b) of the Internal Revenue Code of 1986, as amended.     
Purchase of this Contract through a tax qualified retirement plan ("Plan") does 
not provide any additional tax deferral benefits beyond those provided by the   
Plan. Accordingly, if you are purchasing this Contract through a Plan, you      
should consider purchasing this Contract for its Death Benefit, Annuity Option  
Benefits, and other non-tax-related benefits.                                   

The ages of the owner and Annuitant determine if you can purchase this product, 
and which optional features are available to you. See The Annuity Contract      
section for more information.                                                   

CAN I EXCHANGE MY CURRENT ANNUITY CONTRACT FOR THIS CONTRACT? The Code generally
permits you to exchange one annuity Contract for another in a "tax-free         
exchange." Therefore, you can transfer the proceeds from another annuity        
contract to purchase this Contract. Before making an exchange to acquire this   
Contract, you should carefully compare this Contract to your current contract.  
You may have to pay a surrender charge under your current contract to exchange  
it for this Contract, and this Contract has its own surrender charges that would
apply to you. The other fees and charges under this Contract may be higher or   
lower and the benefits may be different than those of your current contract. In 
addition, you may have to pay federal income or penalty taxes on the exchange if
it does not qualify for tax-free treatment. You should not exchange another     
contract for this Contract unless you determine, after evaluating all the facts,
the                                                                             

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exchange is in your best interests. Remember that the person selling you the    
Contract generally will earn a commission on the sale.                          

You may purchase the Contract with an initial payment of at least $5000. You may
make additional payments of at least $500 at any time during the accumulation   
phase. No additional payments are allowed if this Contract is purchased with a  
beneficiary-directed transfer of death proceeds.                                

IS THERE A RIGHT TO RETURN PERIOD? If you cancel the Contract within twenty days
after you receive it, you will receive a full refund of your Contract Value plus
any Contract charges and premium taxes you paid (but not fees and charges       
assessed by the Underlying Funds). Where state law requires a different right to
return period, or the return of Purchase Payments, the Company will comply. You 
bear the investment risk on the Purchase Payment allocated to a Variable Funding
Option during the right to return period; therefore, the Contract Value we      
return may be greater or less than your Purchase Payment.                       

If you purchased your Contract as an Individual Retirement Annuity, and you     
return it within the first seven days after delivery, or longer if your state   
law permits, we will refund your full Purchase Payment. During the remainder of 
the right to return period, we will refund your Contract Value (including       
charges we assessed). We will determine your Contract Value at the close of     
business on the day we receive a Written Request for a refund.                  

CAN YOU GIVE A GENERAL DESCRIPTION OF THE VARIABLE FUNDING OPTIONS AND HOW THEY 
OPERATE? The Variable Funding Options represent Subaccounts of The Separate     
Account. At your direction, the Separate Account, through its Subaccounts, uses 
your Purchase Payments to purchase shares of one or more of the Underlying Funds
that holds securities consistent with its own investment policy. Depending on   
market conditions, you may make or lose money in any of these Variable Funding  
Options.                                                                        

You can transfer among the Variable Funding Options as frequently as you wish   
without any current tax implications. Currently there is no limit to the number 
of transfers allowed. We may, in the future, limit the number of transfers      
allowed. At a minimum, we would always allow one transfer every six months. We  
reserve the right to restrict transfers that we determine will disadvantage     
other Contract Owners. You may transfer between the Fixed Account and the       
Variable Funding Options twice a year (during the 30 days after the six-month   
Contract Date anniversary), provided the amount is not greater than 15% of the  
Fixed Account value on that date. Amounts previously transferred from the Fixed 
Account to the Variable Funding Options may not be transferred back to the Fixed
Account for a period of at least six months from the date of the transfer.      

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance   
features and investment features, and there are costs related to each. We deduct
an administrative expense charge and a mortality and expense risk ("M&E") charge
daily from amounts you allocate to the Separate Account. We deduct the          
administrative expense charge at an annual rate of 0.15% and deduct the M&E     
charge at an annual rate of 1.25%. For Contracts with a value of less than      
$40,000, we also deduct an annual Contract administrative charge of $30. Each   
Underlying Fund also charges for management costs and other expenses.           

We will apply a withdrawal charge to withdrawals from the Contract, and will    
calculate it as a percentage of the Purchase Payments. The maximum percentage is
6%, decreasing to 0% after seven full years.                                    

If you select the Enhanced Stepped-Up Provision ("E.S.P."), an additional 0.20% 
annually will be deducted from amounts in the Variable Funding Options. THIS    
PROVISION IS NOT AVAILABLE TO A CUSTOMER WHEN EITHER THE ANNUITANT OR OWNER IS  
AGE 76 OR OLDER ON THE RIDER EFFECTIVE DATE.                                    

If the Variable Liquidity Benefit is selected, there is a maximum charge of 6%  
of the amounts withdrawn. Please refer to Payment Options for a description of  
this benefit.                                                                   

HOW WILL MY PURCHASE PAYMENTS AND WITHDRAWALS BE TAXED? Generally, the payments 
you make to a Qualified Contract during the accumulation phase are made with    
before-tax dollars. Generally, you will be taxed on your Purchase Payments and  
on any earnings when you make a withdrawal or begin receiving Annuity Payments. 
Under a Non-qualified Contract, payments to the Contract are made with after-tax
dollars, and earnings will generally accumulate tax-deferred. You will be taxed 
on these earnings when they are withdrawn from the Contract. If you are younger 
than 59 1/2 when you take money out, you may be charged a 10% federal penalty   
tax on the amount withdrawn.                                                    

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For owners of Qualified Contracts, if you reach a certain age, you may be       
required by federal tax laws to begin receiving payments from your annuity or   
risk paying a penalty tax. In those cases, we can calculate and pay you the     
minimum required distribution amounts.                                          

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the         
accumulation phase. Withdrawal charges may apply, as well as income taxes,      
and/or a penalty tax on amounts withdrawn.                                      

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? You may choose to purchase the    
Standard or Enhanced Death Benefit. The death benefit applies upon the first    
death of the Contract Owner, joint owner, or Annuitant. Assuming you are the    
Annuitant, the death benefit is as follows: If you die before the Contract is in
the payout phase, the person you have chosen as your beneficiary will receive a 
death benefit. You may also choose to purchase the Enhanced Stepped-Up          
Provision, which, for a fee, may increase the amount of the death benefit. We   
calculate the death benefit value at the close of the business day on which our 
Home Office receives (1) Due Proof of Death and (2) written payment instructions
or the election of spousal contract continuance or beneficiary contract         
continuance. Please refer to the Death Benefit section in the prospectus for    
more details.                                                                   

WHERE MAY I FIND OUT MORE ABOUT ACCUMULATION UNIT VALUES? The Condensed         
Financial Information in Appendix A or Appendix B to this prospectus provides   
more information about Accumulation Unit values.                                

ARE THERE ANY ADDITIONAL FEATURES? This Contract has other features you may be  
interested in. These include:                                                   

      -     DOLLAR COST AVERAGING. This is a program that allows you to invest a
     fixed amount of money in Variable Funding Options each month,
        theoretically giving you a lower average cost per unit over time
       than a single one-time purchase. Dollar Cost Averaging requires
            regular investments regardless of fluctuating price levels, and does
      not guarantee profits or prevent losses in a declining market.
      Potential investors should consider their financial ability to
continue purchases through periods of low price levels. 

 -     SYSTEMATIC WITHDRAWAL OPTION. Before the Maturity Date, you can
         arrange to have money sent to you at set intervals throughout the
           year. Of course, any applicable income and penalty taxes will apply
      on amounts withdrawn. Withdrawals in excess of the annual free
   withdrawal allowance may be subject to a withdrawal charge.

-     AUTOMATIC REBALANCING. You may elect to have the Company      
        periodically reallocate the values in your Contract to match the
rebalancing allocation selected.                        

     -     ENHANCED STEPPED-UP PROVISION ("E.S.P."). For an additional charge,
     the total death benefit payable may be increased based on the
earnings in your Contract                               

 -     BENEFICIARY CONTRACT CONTINUANCE (NOT PERMITTED FOR NON-NATURAL
       BENEFICIARIES). If you die before the Maturity Date, and if the
          value of any beneficiary's portion of the death benefit is between
 $20,000 and $1,000,000 as of the date of your death, that
            beneficiary(s) may elect to continue his/her portion of the Contract
   rather than have the death benefit paid to the beneficiary.

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 FEE TABLE

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 Contract Value between Variable Funding     
Options. Expenses shown do not include premium taxes, which may be applicable.  

CONTRACT OWNER TRANSACTION EXPENSES                                             

WITHDRAWAL CHARGE..............................................   6%(1) 
(as a percentage of the Purchase Payments withdrawn)                    

VARIABLE LIQUIDITY BENEFIT CHARGE..............................   6%(2) 

    (As a percentage of the present value of the remaining Annuity Payments that
  are surrendered. The interest rate used to calculate this present value is
  1% higher than the Assumed (Daily) Net Investment Factor used to calculate
the Annuity Payments)                                                   

The next table describes the fees and expenses that you will pay periodically   
during the time that you own the Contract, not including Underlying Fund fees   
and expenses.                                                                   

CONTRACT ADMINISTRATIVE CHARGES                                                 

ANNUAL CONTRACT ADMINISTRATIVE CHARGE..........................   $30(3)

--------------                                                                  
(1)   The withdrawal charge declines to zero after the Purchase Payment has been
in the Contract for over seven years. The charge is as follows:     

                                                                [Download Table]

    YEARS SINCE PURCHASE PAYMENT MADE            WITHDRAWAL CHARGE
------------------------------------------      ----------------- 
GREATER THAN OR EQUAL TO     BUT LESS THAN                        
------------------------     -------------                        
                                                                  
   0 years                     2 years                6%          
   2 years                     4 years                5%          
   4 years                     5 years                4%          
   5 years                     6 years                3%          
   6 years                     7 years                2%          
   7+ years                                           0%          

(2)   This withdrawal charge only applies when you surrender the Contract after 
 beginning to receive Annuity Payments. The Variable Liquidity Benefit
Charge declines to zero after seven years. The charge is as follows:

                                                                [Download Table]

   YEARS SINCE INITIAL PURCHASE PAYMENT                 WITHDRAWAL CHARGE
-------------------------------------------------       -----------------
GREATER THAN OR EQUAL TO           BUT LESS THAN                         
-------------------------       -----------------                        
                                                                         
    0 years                           2 years                   6%       
    2 years                           4 years                   5%       
    4 years                           5 years                   4%       
    5 years                           6 years                   3%       
    6 years                           7 years                   2%       
    7+ years                                                    0%       

(3)   We do not assess this charge if Contract Value is $40,000 or more on the  
fourth Friday of each August.                                       

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ANNUAL SEPARATE ACCOUNT CHARGES                                                 

(as a percentage of the average daily net assets of the Separate Account)       

We will assess a maximum mortality and expense risk charge ("M & E") of 1.25%   
and a maximum administrative expense charge of 0.15% on all Contracts. In       
addition, there is a 0.20% charge for E.S.P., an optional feature. Below is a   
summary of all charges that may apply, depending on the features you select:    

                                                        [Enlarge/Download Table]
                                                                                                       
Mortality and Expense Risk Charge................................................................ 1.25%
Administrative Expense Charge.................................................................... 0.15%
TOTAL ANNUAL SEPARATE ACCOUNT CHARGES WITH NO OPTIONAL FEATURES SELECTED......................... 1.40%
Optional E.S.P. Charge........................................................................... 0.20%
TOTAL ANNUAL SEPARATE ACCOUNT CHARGES WITH E.S.P. ELECTED........................................ 1.60%

UNDERLYING FUND EXPENSES AS OF DECEMBER 31, 2005 (unless otherwise indicated)   

The first table below shows the range (minimum and maximum) of the total annual 
operating expenses charged by all of the Underlying Funds, before any voluntary 
or contractual fee waivers and/or expense reimbursements. The second table shows
each Underlying Fund's management fee, distribution and/or service fees (12b-1) 
if applicable, and other expenses. The Underlying Funds provided this           
information and we have not independently verified it. More detail concerning   
each Underlying Fund's fees and expenses is contained in the prospectus for each
Underlying Fund. Current prospectuses for the Underlying Funds can be obtained  
by calling 1-800-842-9406.                                                      

MINIMUM AND MAXIMUM TOTAL ANNUAL UNDERLYING FUND OPERATING EXPENSES             

                                                                [Download Table]

                                                       MINIMUM  MAXIMUM
                                                       -------  -------
                                                                       
TOTAL ANNUAL FUND OPERATING EXPENSES                    0.42%    1.66% 
(expenses that are deducted from Underlying Fund                       
assets, including management fees, distribution                        
and/or service fees (12b-1) fees, and other expenses)                  

UNDERLYING FUND FEES AND EXPENSES                                               

(as a percentage of average daily net assets)                                   

                                                        [Enlarge/Download Table]

                                        DISTRIBUTION                TOTAL      CONTRACTUAL   NET TOTAL  
                                           AND/OR                  ANNUAL      FEE WAIVER      ANNUAL   
                            MANAGEMENT  SERVICE(12B-1)   OTHER    OPERATING  AND/OR EXPENSE  OPERATING  
UNDERLYING FUND:                FEE         FEES        EXPENSES   EXPENSES   REIMBURSEMENT  EXPENSES** 
--------------------------  ----------  --------------  --------  ---------  --------------  ---------- 
                                                                                                        
JANUS ASPEN SERIES                                                                                      

   Forty Portfolio -                                                                                    
     Service Shares*           0.64%       0.25%          0.03%      0.92%           --         0.92%   

   Mid Cap Value Portfolio                                                                              
     - Service Shares*         0.64%       0.25%          0.33%      1.22%           --         1.22%(1)

   Worldwide Growth                                                                                     
     Portfolio - Service                                                                                
     Shares*                   0.60%       0.25%          0.01%      0.86%           --         0.86%(1)

LEGG MASON PARTNERS                                                                                     
   VARIABLE PORTFOLIOS I,                                                                               
   INC. (CLASS I)                                                                                       

   Legg Mason Partners                                                                                  
     Variable All Cap                                                                                   
     Portfolio                 0.75%         --           0.07%      0.82%           --         0.82%   

   Legg Mason Partners                                                                                  
     Variable High Yield                                                                                
     Bond Portfolio            0.80%         --           0.30%      1.10%           --         1.10%(2)

   Legg Mason Partners                                                                                  
     Variable Investors                                                                                 
     Portfolio                 0.65%         --           0.06%      0.71%           --         0.71%   

   Legg Mason Partners                                                                                  
     Variable Small Cap                                                                                 
     Growth Portfolio          0.75%         --           0.22%      0.97%           --         0.97%   

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                                                                [Download Table]
                                                                             
   Legg Mason Partners                                                       
     Variable Strategic                                                      
     Bond Portfolio               0.65%    --   0.20%  0.85%    --   0.85%(2)

MET INVESTORS SERIES TRUST                                                   

   Neuberger Berman Real                                                     
     Estate Portfolio -                                                      
     Class A                      0.67%    --   0.03%  0.70%    --   0.70%   

METROPOLITAN SERIES FUND,                                                    
   INC.                                                                      

   BlackRock Money Market                                                    
     Portfolio - Class A          0.35%    --   0.07%  0.42%  0.01%  0.41%(3)

   FI Large Cap Portfolio                                                    
     - Class A                    0.80%    --   0.06%  0.86%    --   0.86%(4)

   FI Value Leaders                                                          
     Portfolio - Class D*         0.66%  0.10%  0.07%  0.83%    --   0.83%   

   MFS Total Return                                                          
     Portfolio - Class F*         0.57%  0.20%  0.16%  0.93%    --   0.93%(5)

THE UNIVERSAL INSTITUTIONAL FUNDS,                                           
   INC. (CLASS I)                                                            

   Emerging Markets Equity                                                   
     Portfolio                    1.25%    --   0.41%  1.66%    --   1.66%   

   Equity Growth Portfolio        0.50%    --   0.33%  0.83%    --   0.83%   

   Global Value Equity                                                       
     Portfolio                    0.67%    --   0.35%  1.02%    --   1.02%   

   Mid Cap Growth Portfolio       0.75%    --   0.34%  1.09%    --   1.09%   

   U.S. Mid Cap Value                                                        
     Portfolio                    0.72%    --   0.29%  1.01%    --   1.01%   

   Value Portfolio                0.55%    --   0.37%  0.92%    --   0.92%   

VAN KAMPEN LIFE INVESTMENT                                                   
   TRUST (CLASS II)                                                          

   Comstock Portfolio*            0.56%  0.25%  0.03%  0.84%    --   0.84%   

   Emerging Growth                                                           
     Portfolio*                   0.70%  0.25%  0.07%  1.02%    --   1.02%   

   Enterprise Portfolio*          0.50%  0.25%  0.18%  0.93%    --   0.93%   

   Government Portfolio*          0.50%  0.25%  0.14%  0.89%    --   0.89%   

   Growth and Income                                                         
     Portfolio*                   0.57%  0.25%  0.04%  0.86%    --   0.86%   

VARIABLE INSURANCE                                                           
   PRODUCTS FUND                                                             

   VIP Contrafund(R)                                                         
     Portfolio  Service                                                      
     Class 2*                     0.57%  0.25%  0.09%  0.91%    --   0.91%   

   VIP Mid Cap Portfolio                                                     
     Service Class 2*             0.57%  0.25%  0.12%  0.94%    --   0.94%   

--------------                                                                  
*     The 12b-1 fees deducted from these classes cover certain distribution,    
      shareholder support and administrative services provided by intermediaries
(the insurance company, broker dealer or other service provider).   

**    Net Total Annual Operating Expenses do not reflect (1) voluntary waivers  
     of fees and expenses; (2) contractual waivers that are in effect for less
     than one year from the date of this Prospectus; or (3) expense reductions
    resulting from custodial fee credits or directed brokerage arrangements.

NOTES                                                                           

(1)   Effective February 1, 2006 for Mid Cap Value Portfolio and Worldwide      
  Growth Portfolio, the Portfolio's investment advisory fee rate changed
      from a fixed rate to a rate that adjusts upward or downward based upon the
     Portfolio's performance relative to its benchmark index. This change will
 not impact the investment advisory fee shown until one year after the
effective date when the performance adjustment takes effect. Details
discussing the change are included in the Portfolio's Statement of  
Additional Information.                                             

(2)   Management fees in the table have been restated to reflect a new          
management fee schedule that became effective on October 1, 2005.   

(3)   Our affiliate, MetLife Advisers, LLC and the Metropolitan Series Fund,    
     Inc. have entered into an expense agreement under which MetLife Advisers,
   LLC will waive, through April 30, 2007, the management fees (other than
      brokerage costs, interest, taxes or extraordinary expenses) payable by the
   Portfolio, in the following amount: 0.005% on the first $500 million of
assets and .015% on the next $500 million of assets.                

(4)   The Portfolio's total annual expenses have been restated to reflect the   
     reorganization of another Portfolio into this Portfolio which occurred as
   of the close of business on April 28, 2006. The expenses have also been
  restated to reflect contractual arrangements in effect on May 1, 2006.

(5)   The management fee had been restated to reflect a new management fee      
schedule that became effective on May 1, 2006.                      

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EXAMPLE                                                                         

The example is 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 Underlying Fund total annual operating expenses.   
The example does not represent past or future expenses. Your actual expenses may
be more or less than those shown.                                               

The example assumes that you invest $10,000 in the Contract for the time periods
indicated and that your investment has a 5% return each year. The example       
reflects the annual Contract administrative charge, factoring in that the charge
is waived for contracts over a certain value. Additionally, the example is based
on the minimum and maximum Underlying Fund total annual operating expenses shown
above, and does not reflect any Underlying Fund fee waivers and/or expense      
reimbursements.                                                                 

The example assumes you have elected the E.S.P. optional benefit and that you   
have allocated all of your Contract Value to either the Underlying Fund with the
maximum total annual operating expenses or the Underlying Fund with the minimum 
total annual operating expenses. Your actual expenses will be less than those   
shown if you do not elect the E.S.P. optional benefit.                          

EXAMPLE                                                                         

                                                        [Enlarge/Download Table]

                                               IF CONTRACT IS SURRENDERED AT THE         IF CONTRACT IS NOT SURRENDERED OR   
                                                      END OF PERIOD SHOWN:               ANNUITIZED AT END OF PERIOD SHOWN:  
                                            --------------------------------------- -----------------------------------------
FUNDING OPTION                              1 YEAR    3 YEARS    5 YEARS   10 YEARS   1 YEAR    3 YEARS    5 YEARS   10 YEARS
--------------                              ------    -------    -------   --------   ------    -------    -------   --------
                                                                                                                             
Underlying Fund with Minimum Total Annual                                                                                    
Operating Expenses.........................  $ 808     $1,142     $1,502     $2,371     $208     $  642     $1,102     $2,371
Underlying Fund with Maximum Total Annual                                                                                    
Operating Expenses.........................  $ 932     $1,511     $2,113     $3,567     $332     $1,011     $1,713     $3,567


 CONDENSED FINANCIAL INFORMATION

See Appendices A and B.                                                         

THE ANNUITY CONTRACT

Premier Advisers Annuity is a Contract between the Contract Owner ("you") and   
the Company. This is the prospectus -- it is not the Contract. The prospectus   
highlights many Contract provisions to focus your attention on the Contract's   
essential features. Your rights and obligations under the Contract will be      
determined by the language of the Contract itself. When you receive your        
Contract, we suggest you read it promptly and carefully. There may be           
differences in your Contract from the descriptions in this prospectus because of
the requirements of the state where we issued your Contract. We will include any
such differences in your Contract.                                              

The Company offers several different annuities that your investment professional
may be authorized to offer to you. Each annuity offers different features and   
benefits that may be appropriate for you. In particular, the annuities differ   
based on variations in the standard and optional death benefit protection       
provided for your beneficiaries, the availability of optional living benefits,  
the ability to access your Contract Value if necessary and the charges that you 
will be subject to if you make a withdrawal or surrender the annuity. The       
separate account charges and other charges may be different between each annuity
we offer. Optional death benefits and living benefits are subject to a separate 
charge for the additional protections they offer to you and your beneficiaries. 
Furthermore, annuities that offer greater flexibility to access your Contract   
Value generally are subject to higher separate account charges than annuities   
that deduct charges if you make a withdrawal or surrender.                      

We encourage you to evaluate the fees, expenses, benefits and features of this  
annuity against those of other investment products, including other annuity     
products offered by us and other insurance companies. Before purchasing this or 
any other investment product you should consider whether the product you        
purchase is consistent with your risk tolerance, investment objectives,         
investment time horizon, financial and tax situation, liquidity needs and how   
you intend to use the annuity.                                                  

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You make Purchase Payments to us and we credit them to your Contract. We promise
to pay you an income, in the form of Annuity Payments, beginning on a future    
date that you choose, the Maturity Date. The Purchase Payments accumulate tax   
deferred in the funding options of your choice. We offer multiple Variable      
Funding Options. We may also offer a Fixed Account option. The Contract Owner   
assumes the risk of gain or loss according to the performance of the Variable   
Funding Options. The Contract Value is the amount of Purchase Payments, plus or 
minus any investment experience on the amounts you allocate to the Separate     
Account ("Separate Account Contract Value") or interest on the amounts you      
allocate to the Fixed Account ("Fixed Account Contract Value"). The Contract    
Value also reflects all withdrawals made and charges deducted. There is         
generally no guarantee that at the Maturity Date the Contract Value will equal  
or exceed the total Purchase Payments made under the Contract. The date the     
Contract and its benefits become effective is referred to as the Contract Date. 
Each 12-month period following the Contract Date is called a Contract Year.     

Certain changes and elections must be made in writing to the Company. Where the 
term "Written Request" is used, it means that you must send written information 
to our Home Office in a form and content satisfactory to us.                    

The ages of the owner and Annuitant determine whether you can purchase the      
Contract, and which optional features are available to you.                     

                                                        [Enlarge/Download Table]

                                        MAXIMUM AGE BASED ON THE OLDER OF THE OWNER AND
DEATH BENEFIT/OPTIONAL FEATURE                   ANNUITANT ON THE CONTRACT DATE        
--------------------------------------  ---------------------------------------------- 
                                                                                       
Standard Death Benefit                                       Age 85                    
Enhanced Stepped-Up Provision (E.S.P.)                       Age 75                    

Since optional death benefits carry higher charges, you should consider the ages
of the owner and Annuitant when electing these benefits, as the additional value
provided by the benefit may be significantly reduced or eliminated depending on 
the ages of the owner and Annuitant at the time of election.                    

Purchase of this Contract through a tax qualified retirement plan or IRA does   
not provide any additional tax deferral benefits beyond those provided by the   
plan or the IRA. Accordingly, if you are purchasing this Contract through a plan
or IRA, you should consider purchasing this Contract for its Death Benefit,     
Annuity Option Benefits, and other non-tax-related benefits. You should consult 
with your tax adviser to determine if this Contract is appropriate for you.     

CONTRACT OWNER INQUIRIES                                                        

Any questions you have about your Contract should be directed to our Home Office
at 1-800-599-9460.                                                              

PURCHASE PAYMENTS                                                               

Your initial Purchase Payment is due and payable before the Contract becomes    
effective. The initial Purchase Payment must be at least $5,000. You may make   
additional payments of at least $500 at any time. No additional payments are    
allowed if this Contract is purchased with a beneficiary-directed transfer of   
death benefit proceeds. Under certain circumstances, we may waive the minimum   
Purchase Payment requirement. Purchase Payments over $1,000,000 may be made only
with our prior consent.                                                         

We will apply the initial Purchase Payment less any applicable premium tax      
within two business days after we receive it at our Home Office with a properly 
completed application or order request. If your request or other information    
accompanying the initial Purchase Payment is incomplete when received, we will  
hold the Purchase Payment for up to five business days. If we cannot obtain the 
necessary information within five business days, we will return the Purchase    
Payment in full, unless you specifically consent for us to keep it until you    
provide the necessary information.                                              

We will credit subsequent Purchase Payments to a Contract on the same business  
day we receive it, if it is received in good order by our Home Office by 4:00   
p.m. Eastern time. A business day is any day that the New York Stock Exchange is
open for regular trading (except when trading is restricted due to an emergency 
as defined by the Securities and Exchange Commission).                          

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ACCUMULATION UNITS                                                              

The period between the Contract Date and the Maturity Date is the Accumulation  
Period. During the Accumulation Period, an Accumulation Unit is used to         
calculate the value of a Contract. Each Variable Funding Option has a           
corresponding Accumulation Unit value. The Accumulation Units are valued each   
business day and their values may increase or decrease from day to day. The     
daily change in value of an Accumulation Unit each day is based on the          
investment performance of the corresponding Underlying Fund, and the deduction  
of separate account charges shown in the Fee Table in this prospectus. The      
number of Accumulation Units we will credit to your Contract once we receive a  
Purchase Payment is determined by dividing the amount directed to each Variable 
Funding Option by the value of its Accumulation Unit. Normally, we calculate the
value of an Accumulation Unit for each Variable Funding Option as of the close  
of regular trading (generally 4:00 p.m. Eastern time)each day the New York Stock
Exchange is open. After the value is calculated, we credit your Contract. During
the Annuity Period (i.e., after the Maturity Date), you are credited with       
Annuity Units.                                                                  

THE VARIABLE FUNDING OPTIONS                                                    

You choose the Variable Funding Options to which you allocate your Purchase     
Payments. From time to time we may make new Variable Funding Options available. 
These Variable Funding Options are Subaccounts of the Separate Account. The     
Subaccounts invest in the Underlying Funds. You are not investing directly in   
the Underlying Fund. Each Underlying Fund is a portfolio of an open-end         
management investment company that is registered with the SEC under the         
Investment Company Act of 1940. These Underlying Funds are not publicly traded  
and are offered only through variable annuity contracts, variable life insurance
policies, and in some instances, certain retirement plans. They are not the same
retail mutual funds as those offered outside of a variable annuity or variable  
life insurance product, although the investment practices and fund names may be 
similar, and the portfolio managers may be identical. Accordingly, the          
performance of the retail mutual fund is likely to be different from that of the
Underlying Fund, and Contract Owners should not compare the two.                

We select the Underlying Funds offered through this Contract based on several   
criteria, including asset class coverage, the strength of the adviser's or      
sub-adviser'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 Underlying Fund's adviser or        
sub-adviser is one of our affiliates or whether the Underlying Fund, its        
adviser, its sub-adviser(s), or an affiliate will compensate us or our          
affiliates for providing certain administrative, marketing and other support    
services that would otherwise be provided by the Underlying Fund, the Underlying
Fund's investment adviser, or its distributor. In some cases, we have included  
Underlying Funds based on recommendations made by broker-dealer firms. When we  
develop a variable product in cooperation with a fund family or distributor     
(e.g., a "private label" product), we will generally include Underlying Funds   
based on recommendations made by the fund family or distributor, whose selection
criteria may differ from our selection criteria.                                

We review the Underlying Funds periodically and may remove an Underlying Fund or
limit its availability to new Purchase Payments and/or transfers of Contract    
Value if we determine that the Underlying Fund no longer meets one or more of   
the selection criteria, and/or if the Underlying Fund has not attracted         
significant allocations from owners. We do not provide investment advice and do 
not recommend or endorse any particular Underlying Fund.                        

In certain circumstances, our ability to remove or replace an Underlying Fund   
may be limited by the terms of a five-year agreement between MetLife, Inc.      
("MetLife") and Legg Mason, Inc. ("Legg Mason") relating to the use of certain  
Underlying Funds advised by Legg Mason affiliates. The agreement sets forth the 
conditions under which we can remove an Underlying Fund, which, in some cases,  
may differ from our selection criteria. In addition, during the term of the     
agreement, subject to our fiduciary and other legal duties, we are generally    
obligated in the first instance to consider Underlying Funds advised by Legg    
Mason affiliates in seeking to make a substitution for an Underlying Fund       
advised by a Legg Mason affiliate. The agreement was originally entered into on 
July 1, 2005 by MetLife and certain affiliates of Citigroup Inc. ("Citigroup")  
as part of MetLife's acquisition of The Travelers Insurance Company and The     
Travelers Life and Annuity Company from Citigroup. Legg Mason replaced the      
Citigroup affiliates as a party to the agreement when Citigroup sold its asset  
management business to Legg Mason.                                              

If investment in the Underlying Funds or a particular Underlying Fund is no     
longer possible, in our judgment becomes inappropriate for the purposes of the  
Contract, or for any other reason in our sole discretion, we                    

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may substitute another Underlying Fund or Underlying Funds without your consent.
The substituted Underlying Fund(s) 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
Underlying Funds to allocations of Purchase Payments or Contract Value, or both,
at any time in our sole discretion.                                             

You will find detailed information about the Underlying Funds and their inherent
risks in the current prospectuses for the Underlying Funds. Since each Variable 
Funding Option has varying degrees of risk, please read the prospectuses        
carefully before investing. There is no assurance that any of the Underlying    
Funds will meet its investment objectives. Contact your registered              
representative or call 1-800-842-9406 to request additional copies of the       
prospectuses.                                                                   

ADMINISTRATIVE, MARKETING AND SUPPORT SERVICE FEES. As described above, an      
investment adviser (other than our affiliates MetLife Advisers, LLC and Met     
Investors Advisory LLC) or sub-adviser of an Underlying Fund, or its affiliates,
may compensate us and/or certain of our affiliates for administrative or other  
services relating to the Underlying Funds. The amount of this compensation is   
not deducted from Fund assets and does not decrease the Fund's investment       
return. The amount of the compensation is based on a percentage of assets of the
Underlying Fund attributable to the Contracts and certain other variable        
insurance products that we and our affiliates issue. These percentages differ   
and some advisers or sub-advisers (or other affiliates) may pay us more than    
others. These percentages currently range up to 0.50%. Additionally, an         
investment adviser or sub-adviser of an Underlying Fund or its affiliates may   
provide us with wholesaling services that assist in the distribution of the     
Contracts and may pay the Company and/or certain of our affiliates amounts to   
participate in sales meetings. These amounts may be significant and may provide 
the adviser or sub-adviser (or their affiliate) with increased access to persons
involved in the distribution of the Contracts.                                  

We and/or certain of our affiliated insurance companies are joint members of our
affiliated investment advisers MetLife Advisers, LLC and Met Investors Advisory 
LLC, which are organized as "limited liability companies." Our membership       
interests entitle us to profit distributions if the adviser makes a profit with 
respect to the advisory fees it receives from the Underlying Funds. We may      
benefit accordingly from assets allocated to the Underlying Funds to the extent 
they result in profits to the advisers. (See "Fee Table--Underlying Fund Fees   
and Expenses" for information on the management fees paid by the Underlying     
Funds and the Statement of Additional Information for information on the        
management fees paid by the advisers to the sub-advisers.)                      

Certain Underlying Funds have adopted a Distribution Plan under Rule 12b-1 of   
the Investment Company Act of 1940. The Distribution Plan is described in more  
detail in the Underlying Fund's prospectus. (See "Fee Table--Underlying Fund    
Fees and Expenses" and "Other Information--Distribution of Variable Annuity     
Contracts.") The payments are deducted from the assets of the Underlying Funds  
and are paid to our distributor, MLI Distribution LLC. These payments decrease  
the Funds' investment return.                                                   

The agreement described above between MetLife and Legg Mason also obligates Legg
Mason affiliates to continue on their current terms certain arrangements under  
which we receive payments in connection with our provision of administrative,   
marketing or other support services to the Underlying Funds advised or          
sub-advised by Legg Mason affiliates.                                           

Each Underlying Fund has different investment objectives and risks. The         
Underlying Fund prospectuses contain more detailed information on each          
Underlying Fund's investment strategy, investment adviser and fees. You may     
obtain an Underlying Fund prospectus by calling 1-800-842-9406 or through your  
registered representative. We do not guarantee the investment results of the    
Underlying Funds.                                                               

The current Variable Funding Options are listed below, along with their         
investment advisers and any subadviser:                                         

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FUNDING                                                INVESTMENT                                        INVESTMENT              
OPTION                                                 OBJECTIVE                                       ADVISER/SUBADVISER        
------                                                 ----------                                      ------------------        
                                                                                                                                 
JANUS ASPEN SERIES                                                                                                               

    Forty Portfolio - Service Shares        Seeks long-term growth of capital.               Janus Capital Management LLC        

    Mid Cap Value Portfolio - Service       Seeks capital appreciation.                      Janus Capital Management LLC        
       Shares                                                                                                                    

    Worldwide Growth Portfolio - Service    Seeks long-term growth of capital in a manner    Janus Capital Management LLC        
       Shares                                consistent with the preservation of capital.                                        

LEGG MASON PARTNERS VARIABLE PORTFOLIOS                                                                                          
    I, INC.                                                                                                                      

    Legg Mason Partners Variable All Cap    Seeks capital appreciation.                      Salomon Brothers Asset Management   
       Portfolio - Class I                                                                   Inc                                 

    Legg Mason Partners Variable High        Seeks total return consistent with the          Salomon Brothers Asset Management   
        Yield Bond Portfolio - Class I       preservation of capital.                        Inc                                 

    Legg Mason Partners Variable Investors  Seeks long-term growth of capital. Secondarily   Salomon Brothers Asset Management   
       Portfolio - Class I                  seeks current income.                            Inc                                 

    Legg Mason Partners Variable Small      Seeks long-term growth of capital.               Salomon Brothers Asset Management   
       Cap Growth Portfolio - Class I                                                        Inc                                 

    Legg Mason Partners Variable Strategic  Seeks to maximize total return                   Salomon Brothers Asset Management   
        Bond Portfolio - Class I            consistent with the preservation of capital.     Inc                                 

MET INVESTORS SERIES TRUST                                                                                                       

    Neuberger Berman Real Estate Portfolio  Seeks to provide total return through            Met Investors Advisory LLC          
       Class A                              investment in real estate securities,            Subadviser: Neuberger Berman        
                                            emphasizing both capital appreciation and         Management, Inc.                   
                                            current income                                                                       

METROPOLITAN SERIES FUND, INC.                                                                                                   

    BlackRock Money Market Portfolio -      Seeks a high level of current income consistent  MetLife Advisers, LLC               
       Class A                              with preservation of capital.                    Subadviser: BlackRock Advisors, Inc.

    FI Large Cap Portfolio - Class A        Seeks long-term growth of capital.               MetLife Advisers, LLC               
                                                                                             Subadviser: Fidelity Management &   
                                                                                             Research Company                    

    FI Value Leaders Portfolio - Class D    Seeks long-term growth of capital.               MetLife Advisers, LLC               
                                                                                             Subadviser: Fidelity Management &   
                                                                                             Research Company                    

    MFS Total Return Portfolio - Class F    Seeks a favorable total return through           MetLife Advisers, LLC               
                                            investment in a diversified portfolio.           Subadviser: Massachusetts Financial 
                                                                                             Services Company                    

THE UNIVERSAL INSTITUTIONAL FUNDS, INC.                                                                                          

    Emerging Markets Equity Portfolio -     Seeks long-term capital appreciation by          Morgan Stanley Investment Management
       Class I                              investing primarily in growth oriented           Inc.                                
                                            securities of issuers in emerging market                                             
                                            countries.                                                                           

    Equity Growth Portfolio - Class I       Seeks long-term capital appreciation by          Morgan Stanley Investment Management
                                            investing primarily in growth-oriented equity    Inc.                                
                                            securities of large-capitalization companies.                                        

    Global Value Equity Portfolio Class I   Seeks long-term capital appreciation by          Morgan Stanley Investment Management
                                            investing primarily in equity                    Inc.                                
                                            securities of issuers throughout the world,                                          
                                            including U.S. issuers.                                                              

    Mid Cap Growth Portfolio - Class I      Seeks long-term capital growth by investing in   Morgan Stanley Investment Management
                                            common stocks and other equity securities.       Inc.                                

    U.S. Mid Cap Value Portfolio - Class I  Seeks long-term capital appreciation. The Fund   Morgan Stanley Investment Management
                                            normally invests in common stocks and other      Inc.                                
                                            equity securities of growth-oriented mid cap                                         
                                            companies.                                                                           

    Value Portfolio - Class I               Seeks above-average total return over a market   Morgan Stanley Investment Management
                                            cycle of three to five years by investing         Inc.                               
                                            primarily in a portfolio of common stocks and                                        
                                            other equity securities.                                                             

VAN KAMPEN LIFE INVESTMENT TRUST                                                                                                 

    Comstock Portfolio - Class II           Seeks capital growth and income through          Van Kampen Asset Management         
                                            investments in equity securities, including                                          
                                            common stocks, preferred stocks and securities                                       
                                            convertible into common and preferred stocks.                                        

    Emerging Growth Portfolio - Class II    Seeks capital appreciation.                      Van Kampen Asset Management         

    Enterprise Portfolio - Class II         Seeks capital appreciation through investments   Van Kampen Asset Management         
                                            in securities believed by the portfolio's                                            
                                            investment adviser to have above-average                                             
                                            potential for capital appreciation.                                                  

    Government Portfolio - Class II         Seeks to provide investors with high current     Van Kampen Asset Management         
                                            return consistent with preservation of capital.                                      

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    Growth and Income Portfolio            Seeks long-term growth of capital and income. Van Kampen Asset Management   
       - Class II                                                                                                      

VARIABLE INSURANCE PRODUCTS FUND                                                                                       

    VIP Contrafund(R) Portfolio - Service  Seeks long-term capital appreciation.         Fidelity Management & Research
        Class 2                                                                          Company                       

    VIP Mid Cap Portfolio - Service        Seeks long-term growth of capital.            Fidelity Management & Research
       Class 2                                                                           Company                       

ADDITIONAL INFORMATION REGARDING UNDERLYING FUNDS                               

UNDERLYING FUND NAME CHANGES                                                    

                                                        [Enlarge/Download Table]

               FORMER NAME                                     NEW NAME                               
               -----------                                     --------                               
                                                                                                      
SALOMON BROTHERS VARIABLE SERIES FUNDS INC. LEGG MASON PARTNERS VARIABLE PORTFOLIOS I, INC.           
   All Cap Fund                                Legg Mason Partners Variable All Cap Portfolio         
   High Yield Bond Fund                        Legg Mason Partners Variable High Yield Bond Portfolio 
   Investors Fund                              Legg Mason Partners Variable Investors Portfolio       
   Small Cap Growth Fund                       Legg Mason Partners Variable Small Cap Growth Portfolio
   Strategic Bond Fund                         Legg Mason Partners Variable Strategic Bond Portfolio  

UNDERLYING FUND MERGERS/REORGANIZATIONS                                         

The former Underlying Funds were merged with or reorganized into the new        
Underlying Funds.                                                               

                                                                [Download Table]

      FORMER UNDERLYING FUND               NEW UNDERLYING FUND        
      ----------------------               -------------------        
                                                                      
THE TRAVELERS SERIES TRUST              METROPOLITAN SERIES FUND, INC.

               Equity Income Portfolio   FI Value Leaders Portfolio   
               Large Cap Portfolio       FI Large Cap Portfolio       

UNDERLYING FUND SUBSTITUTIONS                                                   

The following new Underlying Funds were substituted for the former Underlying   
Funds.                                                                          

                                                                [Download Table]

      FORMER UNDERLYING FUND                      NEW UNDERLYING FUND              
      ----------------------                      -------------------              
                                                                                   
JANUS ASPEN SERIES                        METROPOLITAN SERIES FUND, INC.           
   Balanced Portfolio                        MFS Total Return Portfolio            

THE UNIVERSAL INSTITUTIONAL FUNDS, INC.   MET INVESTORS SERIES TRUST               
   U.S. Real Estate Securities Portfolio     Neuberger Berman Real Estate Portfolio
VAN KAMPEN LIFE INVESTMENT TRUST          METROPOLITAN SERIES FUND, INC.           
   Money Market Portfolio                    BlackRock Money Market Portfolio      

 FIXED ACCOUNT

We offer our Fixed Account as a funding option. Please see Appendix C for more  
information.                                                                    

CHARGES AND DEDUCTIONS

GENERAL                                                                         

We deduct the charges described below. The charges are for the service and      
benefits we provide, costs and expenses we incur, and risks we assume under the 
Contracts. Services and benefits we provide include:                            

  -     the ability for you to make withdrawals and surrenders under the
Contracts                                               

-     the death benefit paid on the death of the Contract Owner,    
Annuitant, or first of the joint owners                 

      -     the available funding options and related programs (including dollar
        cost averaging, portfolio rebalancing, and systematic withdrawal
programs)                                               

     -     administration of the annuity options available under the Contracts
and                                                     

-     the distribution of various reports to Contract Owners        

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Costs and expenses we incur include:                                            

-     losses associated with various overhead and other expenses    
           associated with providing the services and benefits provided by the
Contracts                                               

    -     sales and marketing expenses including commission payments to your
sales agent and                                         

-     other costs of doing business                                 

Risks we assume include:                                                        

 -     that Annuitants may live longer than estimated when the annuity
factors under the Contracts were established            

-     that the amount of the death benefit will be greater than the 
Contract Value and                                      

 -     that the costs of providing the services and benefits under the
Contracts will exceed the charges deducted              

We may also deduct a charge for taxes.                                          

Unless otherwise specified, charges are deducted proportionately from all       
funding options in which you are invested.                                      

The amount of a charge may not necessarily correspond to the costs associated   
with providing the services or benefits indicated by the designated charge. For 
example, the withdrawal charge we collect may not fully cover all of the sales  
and distribution expenses we actually incur. The amount of any fee or charge is 
not impacted by an outstanding loan. We may also profit on one or more of the   
charges. We may use any such profits for any corporate purpose, including the   
payment of sales expenses.                                                      

WITHDRAWAL CHARGE                                                               

We do not deduct a sales charge from Purchase Payments when they are made to the
Contract. However, a withdrawal charge will apply if Purchase Payments are      
withdrawn before they have been in the Contract for seven years. We will assess 
the charge as a percentage of the Purchase Payment withdrawn as follows:        

                                                                [Download Table]

           YEARS SINCE PURCHASE PAYMENT MADE              WITHDRAWAL CHARGE
           ---------------------------------              -----------------
GREATER THAN OR EQUAL TO                   BUT LESS THAN                   
------------------------                   -------------                   
                                                                           

    0 years                                   2 years            6%        
    2 years                                   4 years            5%        
    4 years                                   5 years            4%        
    5 years                                   6 years            3%        
    6 years                                   7 years            2%        
   7+ years                                                      0%        

For purposes of the withdrawal charge calculation, withdrawals are deemed to be 
taken first from:                                                               

 (a)   any Purchase Payment to which no withdrawal charge applies then

     (b)   any remaining free withdrawal allowance (as described below) (after
being reduced by (a)), then                             

     (c)   any remaining Purchase Payment to which a withdrawal charge applies
(on a first-in, first-out basis), then                  

(d)   any Contract earnings                                         

Unless you instruct us otherwise, we will deduct the withdrawal charge from the 
amount requested.                                                               

We will not deduct a withdrawal charge if Purchase Payments are distributed:    

  -     due to the death of the Contract Owner or the Annuitant (with no
Contingent Annuitant surviving)                         

-     if an annuity payout has begun                                

-     if an income option of at least five year's duration is begun 

    -     due to a minimum distribution under our minimum distribution rules
then in effect                                          

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FREE WITHDRAWAL ALLOWANCE                                                       

Beginning in the second Contract Year, you may withdraw up to 10% of the        
Contract Value annually. We calculate the available withdrawal amount as of the 
end of the previous Contract Year. The free withdrawal provision applies to     
partial withdrawals only.                                                       

Any withdrawal is subject to federal income taxes on the taxable portion. In    
addition, a 10% federal penalty may be assessed on any withdrawal if the        
Contract Owner is under age 59 1/2. You should consult with your tax adviser    
regarding the tax consequences of a withdrawal.                                 

ADMINISTRATIVE CHARGES                                                          

There are two administrative charges: the $30 annual Contract administrative    
charge and the administrative expense charge. We will deduct the annual Contract
administrative charge on the fourth Friday of each August. This charge          
compensates us for expenses incurred in establishing and maintaining the        
Contract and we will prorate this charge (i.e. calculate) from the date of      
purchase. We will also prorate this charge if you surrender your Contract, or if
we terminate your Contract. We will not deduct a Contract administrative charge 
from the Fixed Account or:                                                      

(1)   from the distribution of death proceeds                       

(2)   after an annuity payout has begun or                          

      (3)   if the Contract Value on the date of assessment equals or is greater
than $40,000                                            

We deduct the administrative expense charge (sometimes called "Subaccount       
administrative charge") on each business day from amounts allocated to the      
Variable Funding Options to compensate the Company for certain related          
administrative and operating expenses. The charge equals, on an annual basis,   
0.15% of the daily net asset value allocated to each of the Variable Funding    
Options, and is reflected in our accumulation and Annuity Unit value            
calculations.                                                                   

MORTALITY AND EXPENSE RISK CHARGE                                               

Each business day, we deduct a mortality and expense risk ("M&E") charge from   
amounts we hold in the Variable Funding Options. We reflect the deduction in our
calculation of accumulation and Annuity Unit values. The charges stated are the 
maximum for this product, and is equal to 1.25% annually. We reserve the right  
to lower this charge at any time. This charge compensates the Company for risks 
assumed, benefits provided and expenses incurred, including the payment of      
commissions to your sales agent.                                                

VARIABLE LIQUIDITY BENEFIT CHARGE                                               

If the Variable Liquidity Benefit is selected, there is a maximum charge of 6%  
of the amounts withdrawn. This charge is not assessed during the accumulation   
phase.                                                                          

We will assess the charge as a percentage of the total benefit received as      
follows:                                                                        

                                                                [Download Table]

            YEARS SINCE INITIAL PURCHASE PAYMENT                                
            ------------------------------------                                
GREATER THAN OR EQUAL TO                        BUT LESS THAN  WITHDRAWAL CHARGE
------------------------                        -------------  -----------------
                                                                                
        0 years                                    2 years            6%        
        2 years                                    4 years            5%        
        4 years                                    5 years            4%        
        5 years                                    6 years            3%        
        6 years                                    7 years            2%        
       7+ years                                                       0%        

Please refer to Payment Options for a description of this benefit.              

ENHANCED STEPPED-UP PROVISION CHARGE                                            

If the E.S.P. option is selected, a charge is deducted each business day from   
amounts held in the Variable Funding Options. The charge equals, on an annual   
basis, 0.20% of the amounts held in each funding option. The E.S.P. option is   
available if the owner and Annuitant are both under age 76 on the Contract Date.

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VARIABLE FUNDING OPTION EXPENSES                                                

We summarized the charges and expenses of the Underlying Funds in the fee table.
Please review the prospectus for each Underlying Fund for a more complete       
description of that fund and its expenses. Underlying Fund expenses are not     
fixed or guaranteed and are subject to change by the Fund.                      

PREMIUM TAX                                                                     

Certain state and local governments charge premium taxes ranging from 0% to     
3.5%, depending upon jurisdiction. We are responsible for paying these taxes and
will determine the method used to recover premium tax expenses incurred. We will
deduct any applicable premium taxes from your Contract Value either upon death, 
surrender, annuitization, or at the time you make Purchase Payments to the      
Contract, but no earlier than when we have a tax liability under state law.     

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE                                    

If there is any change in a law assessing taxes against the Company based upon  
premiums, Contract gains or value of the Contract, we reserve the right to      
charge you proportionately for this tax.                                        

 TRANSFERS

Subject to the limitations described below, you may transfer all or part of your
Contract Value between Variable Funding Options at any time up to 30 days before
the Maturity Date. After the Maturity Date, you may make transfers only if      
allowed by your Contract or with our consent. Transfer requests received at our 
Home Office that are in good order before the close of the New York Stock       
Exchange (NYSE) will be processed according to the value(s) next computed       
following the close of business. Transfer requests received on a non-business   
day or after the close of the NYSE will be processed based on the value(s) next 
computed on the next business day.                                              

Where permitted by state law, we reserve the right to restrict transfers from   
the Variable Funding Options to the Fixed Account whenever the credited interest
rate on the Fixed Account is equal to the minimum guaranteed interest rate      
specified under the Contract.                                                   

Since each Underlying Fund may have different overall expenses, a transfer of   
Contract Values from one Variable Funding Option to another could result in your
investment becoming subject to higher or lower expenses. Also, when making      
transfers, you should consider the inherent risks associated with the Variable  
Funding Options to which your Contract Value is allocated.                      

MARKET TIMING/EXCESSIVE TRADING                                                 

Frequent requests from Contract Owners to transfer Contract Value may dilute the
value of an Underlying Fund'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 Underlying Fund and the reflection of   
that change in the Underlying Fund's share price ("arbitrage trading").         
Regardless of the existence of pricing inefficiencies, frequent transfers may   
also increase brokerage and administrative costs of the Underlying Funds and may
disrupt management strategy, requiring an Underlying Fund 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 Underlying Funds, 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 Underlying Funds, i.e., the Janus Aspen
Series Worldwide Growth Portfolio, Legg Mason Partners Variable High Yield Bond 
Portfolio, Legg Mason Partners Variable Small Cap Growth Portfolio, Legg Mason  
Partners Variable Strategic Bond Portfolio, Universal Institutional Funds       
Emerging Markets Equity Portfolio and Universal Institutional Funds Global Value
Equity Portfolio (the "Monitored Portfolios"), and we monitor transfer activity 
in those 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 of the                      

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Monitored Portfolios, in a three-month period there were two or more            
"round-trips" of a certain dollar amount or greater. A round-trip is defined as 
a transfer in followed by a transfer out within the next 10 calendar days, or a 
transfer out followed by a transfer in within the next 10 calendar days. In the 
case of a Contract that has been restricted previously, a single round-trip of a
certain dollar amount or greater will trigger the transfer restrictions         
described below.                                                                

We do not believe that other Underlying Funds present a significant opportunity 
to engage in arbitrage trading and therefore do not monitor transfer activity in
those Underlying Funds. We may change the Monitored Portfolios at any time      
without notice in our sole discretion. In addition to monitoring transfer       
activity in certain Underlying Funds, we rely on the Underlying Funds to bring  
any potential disruptive trading activity they identify to our attention for    
investigation on a case-by-case basis. We will also investigate 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 will exercise our contractual right to    
restrict your number of transfers to one every six months. In addition, we also 
reserve the right, but do not have the obligation, to further restrict the right
to request transfers by any market timing firm or any other third party who has 
been authorized to initiate transfers on behalf of multiple Contract Owners. We 
may, among other things:                                                        

-     reject the transfer instructions of any agent acting under a power of     
attorney on behalf of more than one Owner, or                       

-     reject the transfer or exchange instructions of individual Owners who have
executed pre-authorized transfer forms which are submitted by market
 timing firms or other third parties on behalf of more than one Owner.

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      
Underlying Funds 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     
Underlying Fund and there are no arrangements in place to permit any Contract   
Owner to engage in market timing; we apply our policies and procedures without  
exception, waiver, or special arrangement.                                      

The Underlying Funds 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,        
Underlying Funds may assess a redemption fee (which we reserve the right to     
collect) on shares held for a relatively short period. The prospectuses for the 
Underlying Funds describe any such policies and procedures, which may be more or
less restrictive than the policies and procedures we have adopted. Contract     
Owners and other persons with interests in the Contracts should be aware that we
currently may not have the contractual obligation or the operational capacity to
apply the frequent trading policies and procedures of the Underlying Funds.     
However, under rules recently adopted by the Securities and Exchange Commission,
effective October 16, 2006 we will be required to (1) enter into a written      
agreement with each Underlying Fund or its principal underwriter that will      
obligate us to provide to the Underlying Fund promptly upon request, certain    
information about trading activity of individual Contract Owners, and (2)       
execute instructions from the Underlying Funds to restrict or prohibit further  
Purchase Payments or transfers by specific Contract Owners who violate the      
frequent trading policies established by the Underlying Fund.                   

In addition, Contract Owners and other persons with interests in the Contracts  
should be aware that some Underlying Funds may receive "omnibus" purchase and   
redemption orders from other insurance companies or intermediaries such as      
retirement plans. 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 Underlying Funds in their ability to apply their frequent trading     
policies and                                                                    

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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 Underlying Funds (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 Underlying Funds.                       

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 Underlying Funds, 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 Underlying Fund prospectuses for more details.              

DOLLAR COST AVERAGING                                                           

Dollar cost averaging or the pre-authorized transfer program (the "DCA Program")
allows you to transfer a set dollar amount to other funding options on a monthly
or quarterly basis during the accumulation phase of the Contract. Using this    
method, you will purchase more Accumulation Units in a funding option if the    
value per unit is low and will purchase fewer Accumulation Units if the value   
per unit is high. Therefore, you may achieve a lower-than-average cost per unit 
in the long run if you have the financial ability to continue the program over a
long enough period of time. Dollar cost averaging does not assure a profit or   
protect against a loss.                                                         

You may elect the DCA Program through Written Request or other method acceptable
to us. You must have a minimum total Contract Value of $5,000 to enroll in the  
DCA Program. The minimum amount that may be transferred through this program is 
$400. There is no additional fee to participate in the DCA Program.             

You may establish pre-authorized transfers of Contract Values from the Fixed    
Account, subject to certain restrictions. Under the DCA Program, automated      
transfers from the Fixed Account may not deplete your Fixed Account Value in    
less than twelve months from your enrollment in the DCA Program.                

In addition to the DCA Program, within the Fixed Account, we may credit         
increased interest rates to Contract Owners under an administrative Special DCA 
Program established at our discretion, depending on availability and state law. 
Under this program, the Contract Owner may pre-authorize level transfers to any 
of the funding options under a 6 Month, 12 Month or 24 Month Program. The       
Programs will generally have different credited interest rates. Under each      
Program, the interest rate can accrue up to the applicable number of months on  
the remaining amounts in the Special DCA Program and we must transfer all       
Purchase Payments and accrued interest on a level basis to the selected funding 
options in the applicable time period. For example, under the 12 Month Program, 
the interest rate can accrue up to 12 months on the remaining amounts in the    
Special DCA Program and we must transfer all Purchase Payments and accrued      
interest in this Program on a level basis to the selected funding options in 12 
months.                                                                         

The pre-authorized transfers will begin after the initial Program Purchase      
Payment and complete enrollment instructions are received by the Company. If we 
do not receive complete Program enrollment instructions within 15 days of       
receipt of the initial Program Purchase Payment, the entire balance in the      
Program will be credited with the non-Program interest rate then in effect for  
the Fixed Account.                                                              

You may start or stop participation in the DCA Program at any time, but you must
give the Company at least 30 days' notice to change any automated transfer      
instructions that are currently in place. If you stop the Special DCA Program   
and elect to remain in the Fixed Account, we will credit your Contract Value for
the remainder of 6 or 12 months with the interest rate for non-Program funds.   

You may only have one DCA Program or Special DCA Program in place at one time.  
We will allocate any subsequent Purchase Payments we receive within the Program 
period selected to the current funding options over the remainder of that       
Program transfer period, unless you direct otherwise.                           

All provisions and terms of the Contract apply to the DCA and Special DCA       
Programs, including provisions relating to the transfer of money between funding
options. Transfers made under any DCA Program will not be counted for purposes  
of restrictions we may impose on the number of transfers permitted under the    
Contract. We reserve the right to suspend or modify transfer privileges at any  
time and to assess a processing fee for this service.                           

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ACCESS TO YOUR MONEY

Any time before the Maturity Date, you may redeem all or any portion of the Cash
Surrender Value, that is, the Contract Value less any withdrawal charge,        
outstanding loans, and any premium tax not previously deducted. Unless you      
submit a Written Request specifying the fixed or Variable Funding Option(s) from
which we are to withdraw amounts, we will make the withdrawal on a pro rata     
basis. We will determine the Cash Surrender Value as of the close of business   
after we receive your surrender request at our Home Office. The Cash Surrender  
Value may be more or less than the Purchase Payments you made. You may not make 
withdrawals during the annuity period.                                          

For amounts allocated to the Variable Funding Options, we may defer payment of  
any Cash Surrender Value for a period of up to five business days after the     
Written Request is received. For amounts allocated to the Fixed Account, we may 
defer payment of any Cash Surrender Value for a period up to six months. In     
either case, it is our intent to pay as soon as possible. We cannot process     
requests for withdrawals that are not in good order. We will contact you if     
there is a deficiency causing a delay and will advise what is needed to act upon
the withdrawal request.                                                         

If your Contract is issued as part of a 403(b) plan, there are restrictions on  
your ability to make withdrawals from your Contract. You may not withdraw       
contributions or earnings made to your Contract after December 31, 1988 unless  
you are (a) age 59 1/2, (b) no longer employed, (c) deceased, (d) disabled, or  
(e) experiencing a financial hardship. Even if you are experiencing a financial 
hardship, you may only withdraw contributions, not earnings. You should consult 
with your tax adviser before making a withdrawal from your Contract.            

SYSTEMATIC WITHDRAWALS                                                          

Before the Maturity Date, you may choose to withdraw a specified dollar amount  
(at least $100) on a monthly, quarterly, semiannual or annual basis. We will    
deduct any applicable premium taxes and withdrawal charge. To elect systematic  
withdrawals, you must have a Contract Value of at least $15,000 and you must    
make the election on the form we provide. We will surrender Accumulation Units  
pro rata from all funding options in which you have an interest, unless you     
instruct us otherwise. You may begin or discontinue systematic withdrawals at   
any time by notifying us in writing, but you must give at least 30 days' notice 
to change any systematic withdrawal instructions that are currently in place.   

We reserve the right to discontinue offering systematic withdrawals or to assess
a processing fee for this service upon 30 days' written notice to Contract      
Owners (where allowed by state law).                                            

Each systematic withdrawal is subject to federal income taxes on the taxable    
portion. In addition, a 10% federal penalty tax may be assessed on systematic   
withdrawals if the Contract Owner is under age 59 1/2. There is no additional   
fee for electing systematic withdrawals. You should consult with your tax       
adviser regarding the tax consequences of systematic withdrawals.               

LOANS                                                                           

Loans may be available under your Contract. Loans may only be taken against     
funds allocated or transferred to the Fixed Account. If available, all loan     
provisions are described in your Contract or loan agreement.                    

OWNERSHIP PROVISIONS

TYPES OF OWNERSHIP                                                              

CONTRACT OWNER                                                                  

The Contract belongs to the Contract Owner named in the Contract (on the        
Contract Specifications page), or to any other person to whom you subsequently  
assign the Contract. You may only make an assignment of ownership or a          
collateral assignment for Non-qualified Contracts. You have sole power during   
the Annuitant's lifetime to exercise any rights and to receive all benefits     
given in the Contract provided you have not named an irrevocable beneficiary and
provided you have not assigned the Contract.                                    

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You receive all payments while the Annuitant is alive unless you direct them to 
an alternate recipient. An alternate recipient does not become the Contract     
Owner.                                                                          

If this Contract is purchased by a beneficiary of another contract who directly 
transferred the death proceeds due under that contract, he/she will be granted  
the same rights the owner has under the Contract except that he/she cannot      
transfer ownership, take a loan or make additional Purchase Payments.           

Joint Owner. For Non-qualified Contracts only, you may name joint owners (e.g., 
spouses) in a Written Request before the Contract is in effect. Joint owners may
independently exercise transfers allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal shares of any
benefits accruing or payments made to them.                                     

BENEFICIARY                                                                     

You name the beneficiary in a Written Request. The beneficiary has the right to 
receive any death benefit proceeds remaining under the Contract upon the death  
of the Annuitant or the Contract Owner. If more than one beneficiary survives   
the Annuitant or Contract Owner, they will share equally in benefits unless you 
recorded different shares with the Company by Written Request before the death  
of the Annuitant or Contract Owner. In the case of a non-spousal beneficiary or 
a spousal beneficiary who has not chosen to assume the Contract, we will not    
transfer or otherwise remove the death benefit proceeds from either the Variable
Funding Options or the Fixed Account, as most recently elected by the Contract  
Owner, until the Death Report Date.                                             

Unless you have named an irrevocable beneficiary you have the right to change   
any beneficiary by Written Request during the lifetime of the Annuitant and     
while the Contract continues.                                                   

ANNUITANT                                                                       

The Annuitant is designated in the Contract (on the Contract Specifications     
page), and is the individual on whose life the Maturity Date and the amount of  
the monthly Annuity Payments depend. You may not change the Annuitant after your
Contract is in effect.                                                          

Contingent Annuitant. You may name one individual as a Contingent Annuitant. A  
Contingent Annuitant may not be changed, deleted or added to the Contract after 
the Contract Date. If the Annuitant who is not the owner dies prior to the      
Maturity Date, and the Contingent Annuitant is still living:                    

  -     the death benefit will not be payable upon the Annuitant's death

-     the Contingent Annuitant becomes the Annuitant and            

-     all other rights and benefits will continue in effect         

When a Contingent Annuitant becomes the Annuitant, the Maturity Date remains the
same as previously in effect.                                                   

If the Annuitant is also the owner, a death benefit is paid to the beneficiary  
regardless of whether or not there is a Contingent Annuitant.                   

 DEATH BENEFIT

Before the Maturity Date, generally, a death benefit is payable when either the 
Annuitant or a Contract Owner dies. We calculate the death benefit at the close 
of the business day on which our Home Office receives (1) Due Proof of Death and
(2) written payment instructions or election of spousal contract continuance or 
beneficiary contract continuance ("Death Report Date").                         

Note: If the owner dies before the Annuitant, the death benefit is recalculated,
replacing all references to "Annuitant" with "owner."                           

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DEATH PROCEEDS BEFORE THE MATURITY DATE                                         

IF THE ANNUITANT OR AN OWNER IS YOUNGER THAN AGE 80 ON THE CONTRACT DATE: We    
will pay to the beneficiary a death benefit in an amount equal to the greatest  
of (1), (2) or (3) below, each reduced by any applicable premium tax or         
outstanding loans:                                                              

(1)   the Contract Value on the Death Report Date                   

    (2)   the total Purchase Payments made under the Contract less the total
of any withdrawals or                                   

(3)   the step-up value (if any, as described below)                

STEP-UP VALUE. We will establish a step-up value on each Contract Date          
anniversary that occurs on or prior to the Death Report Date. The step-up value 
will initially equal the Contract Value on that anniversary. When you make an   
additional Purchase Payment, we will increase the step-up value by the amount of
that Purchase Payment. When you make a withdrawal, we will reduce the step-up   
value by a partial surrender reduction as described below. On each Contract     
anniversary before the Annuitant's 80th birthday and before the Annuitant's     
death, if the Contract Value is greater than the step-up value, we will reset   
the step-up value to equal that greater amount. We will not reduce the step-up  
value on these anniversary recalculations (provided no withdrawals or surrenders
are made on that day). The only changes we will make to the step-up value on or 
after the Annuitant's 80th birthday will be those related to additional Purchase
Payments or withdrawals.                                                        

PARTIAL SURRENDER REDUCTIONS. If you make a withdrawal, we will reduce the      
step-up value by a partial surrender reduction that equals (1) the step-up value
prior to the withdrawal, multiplied by (2) the amount of the withdrawal, divided
by (3) the Contract Value before the withdrawal.                                

For example, assume your current Contract Value is $55,000. If your current     
step-up value is $50,000, and you decide to make a withdrawal of $10,000, we    
would reduce the step-up value as follows:                                      

$50,000 x ($10,000/$55,000) = $9,090                                

Your new step-up value would be $50,000 - $9,090, or $40,910.                   

The following example shows what would happen in a declining market. Assume your
current Contract Value is $30,000. If your current step-up value is $50,000, and
you decide to make a withdrawal of $10,000, we would reduce the step-up value as
follows:                                                                        

$50,000 x ($10,000/$30,000) = $16,666                               

Your new step-up value would be $50,000 - $16,666, or $33,334.                  

IF THE ANNUITANT OR AN OWNER IS AGE 80 OR OLDER ON THE CONTRACT DATE: We will   
pay to the beneficiary a death benefit in an amount equal to the greater of (1) 
or (2) below, each reduced by any applicable premium tax or outstanding loans   
not previously deducted:                                                        

(1)   the Contract Value on the Death Report Date or                

    (2)   the total Purchase Payments made under the Contract less the total
of any withdrawals                                      

ENHANCED STEPPED-UP PROVISION ("E.S.P.")                                        

THIS PROVISION IS NOT AVAILABLE TO A CUSTOMER WHEN EITHER THE ANNUITANT OR OWNER
IS AGE 76 OR OLDER ON THE RIDER EFFECTIVE DATE.                                 

The rider effective date is the date the rider is attached to and made a part of
the Contract. If you have selected the E.S.P., the total death benefit as of the
Death Report Date will equal the death benefit described above plus the greater 
of zero or the following amount:                                                

IF THE ANNUITANT IS YOUNGER THAN AGE 70 ON THE RIDER EFFECTIVE DATE, 40% OF THE 
LESSER OF: (1) 200% of the modified Purchase Payments excluding Purchase        
Payments that are both received after the first rider effective date anniversary
and within 12 months of the Death Report Date, or (2) your Contract Value minus 
the modified Purchase Payments, calculated as of the Death Report Date; or      

IF THE ANNUITANT IS BETWEEN THE AGES OF 70 AND 75 ON THE RIDER EFFECTIVE DATE,  
25% OF THE LESSER OF: (1) 200% of the modified Purchase Payments excluding      
Purchase Payments that are both received after the first                        

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rider effective date anniversary and within 12 months of the Death Report Date, 
or (2) your Contract Value minus the modified Purchase Payments, calculated as  
of the Death Report Date.                                                       

THE INITIAL MODIFIED PURCHASE PAYMENT IS EQUAL TO THE CONTRACT VALUE AS OF THE  
RIDER EFFECTIVE DATE. Whenever a Purchase Payment is made after the rider       
effective date, the modified Purchase Payment(s) are increased by the amount of 
the Purchase Payment. Whenever a partial surrender is taken after the rider     
effective date, the modified Purchase Payment(s) are reduced by a partial       
surrender reduction as described below.                                         

THE PARTIAL SURRENDER REDUCTION IS EQUAL TO: (1) the modified Purchase          
Payment(s) in effect immediately prior to the reduction for the partial         
surrender, multiplied by (2) the amount of the partial surrender divided by (3) 
the Contract Value immediately prior to the partial surrender.                  

For example, assume your current modified Purchase Payment is $50,000 and that  
your current Contract Value is $55,000. You decide to make a withdrawal of      
$10,000. We would reduce the modified Purchase Payment as follows:              

$50,000 x ($10,000/$55,000) = $9,090                                

   Your new modified Purchase Payment would be $50,000 - $9,090 = $40,910.

The following example shows what would happen in a declining market. Assume your
current Contract Value is $30,000. If your current modified Purchase Payment is 
$50,000 and you decide to make a withdrawal of $10,000, we would reduce the     
modified Purchase Payment as follows:                                           

$50,000 x ($10,000/$30,000) = $16,666                               

Your new modified Purchase Payment would be $50,000 - $16,666 = $33,334.        

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PAYMENT OF PROCEEDS                                                             

We describe the process of paying death benefit proceeds before the Maturity    
Date in the charts below. The charts do not encompass every situation and are   
merely intended as a general guide. More detailed information is provided in    
your Contract. Generally, the person(s) receiving the benefit may request that  
the proceeds be paid in a lump sum, or be applied to one of the settlement      
options available under the Contract.                                           

 NON-QUALIFIED CONTRACTS

                                                        [Enlarge/Download Table]

                                                                                                  MANDATORY           
BEFORE THE MATURITY DATE,            THE COMPANY WILL                                            PAYOUT RULES         
 UPON THE DEATH OF THE             PAY THE PROCEEDS TO:    UNLESS. . .                                APPLY*          
-------------------------          --------------------    -----------                            ------------        
                                                                                                                      
OWNER (WHO IS NOT THE           The beneficiary (ies), or  Unless the beneficiary elects to       Yes                 
ANNUITANT) (WITH NO JOINT       if none, to the Contract   continue the Contract rather than                          
OWNER)                          Owner's estate.            receive the distribution.                                  

OWNER (WHO IS THE ANNUITANT)    The beneficiary (ies), or  Unless the beneficiary elects to       Yes                 
(WITH NO JOINT OWNER)           if none, to the Contract   continue the Contract rather than                          
                                Owner's estate.            receive the distribution.                                  

JOINT OWNER (WHO IS NOT THE     The surviving joint        Unless the surviving joint owner       Yes                 
ANNUITANT)                      owner.                     elects to continue the Contract                            
                                                           rather than receive the distribution.                      

JOINT OWNER (WHO IS THE         The beneficiary (ies), or  Unless the beneficiary elects to       Yes                 
ANNUITANT)                      if none, to the surviving  continue the Contract rather than                          
                                joint owner.               receive the distribution.                                  

ANNUITANT (WHO IS NOT THE       The beneficiary (ies), or  Unless the beneficiary elects to       Yes                 
CONTRACT OWNER)                 if none, to the Contract   continue the Contract rather than                          
                                Owner.  If the Contract    receive the distribution.                                  
                                Owner is not living,                                                                  
                                then to the surviving      But, if there is a Contingent                              
                                joint owner.  If none,     Annuitant, then, the Contingent                            
                                then to the Contract       Annuitant becomes the Annuitant                            
                                Owner's estate.            and the Contract continues in effect                       
                                                           (generally using the original                              
                                                           Maturity Date). The proceeds will                          
                                                           then be paid upon the death of the                         
                                                           Contingent Annuitant or owner.                             

ANNUITANT (WHO IS THE CONTRACT  See death of "owner                                               Yes                 
 OWNER)                         who is the Annuitant"                                                                 
                                above.                                                                                

ANNUITANT (WHERE OWNER IS A     The beneficiary (ies) or                                          Yes (Death of       
NONNATURAL ENTITY/TRUST)        if none, to the owner.                                            Annuitant is treated
                                                                                                  as death of the     
                                                                                                  owner in these      
                                                                                                  circumstances.)     

BENEFICIARY                     No death proceeds are                                             N/A                 
                                payable; Contract                                                                     
                                continues.                                                                            

CONTINGENT BENEFICIARY          No death proceeds are                                             N/A                 
                                payable; Contract                                                                     
                                continues.                                                                            

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QUALIFIED CONTRACTS 

                                                        [Enlarge/Download Table]

                                                                                            MANDATORY     
   BEFORE THE MATURITY DATE,        THE COMPANY WILL                                       PAYOUT RULES   
     UPON THE DEATH OF THE        PAY THE PROCEEDS TO:               UNLESS. . .              APPLY*      
------------------------------  ------------------------  -------------------------------  ---------------
                                                                                                          
OWNER/ANNUITANT                 The beneficiary (ies),    Unless the beneficiary elects         Yes       
                                or if none, to the        to continue the Contract rather                 
                                Contract Owner's estate.  than receive a distribution.                    

BENEFICIARY                     No death proceeds are                                           N/A       
                                payable; Contract                                                         
                                continues.                                                                

CONTINGENT BENEFICIARY          No death proceeds are                                           N/A       
                                payable; Contract                                                         
                                continues.                                                                

--------------                                                                  
*     Certain payout rules of the Internal Revenue Code (IRC) are triggered upon
 the death of any Owner. Non-spousal beneficiaries (as well as spousal
  beneficiaries who choose not to assume the Contract) must begin taking
    distributions based on the beneficiary's life expectancy within one year
  of death or take a complete distribution of Contract proceeds within 5
    years of death. For Qualified Contracts, if mandatory distributions have
begun at the death of the Annuitant, the 5 year payout option is not
available.                                                          

BENEFICIARY CONTRACT CONTINUANCE (NOT PERMITTED FOR NON-NATURAL BENEFICIARIES)  

If you die before the Maturity Date, and if the value of any beneficiary's      
portion of the death benefit is between $20,000 and $1,000,000 as of the Death  
Report Date, (more than $1,000,000 is subject to Home Office approval), your    
beneficiary(s) may elect to continue his/her portion of the Contract subject to 
applicable Internal Revenue Code distribution requirements, rather than receive 
the death benefit in a lump sum. If the beneficiary chooses to continue the     
Contract, the beneficiary can extend the payout phase of the Contract enabling  
the beneficiary to "stretch" the death benefit distributions out over his life  
expectancy as permitted by the Internal Revenue Code.                           

If your beneficiary elects to continue the Contract, the death benefit will be  
calculated as of the Death Report Date. The initial Contract Value of the       
continued Contract (the "adjusted Contract Value") will equal the greater of the
Contract Value or the death benefit calculated on the Death Report Date and will
be allocated to the funding options in the same proportion as prior to the Death
Report Date. If the adjusted Contract Value is allocated to the Variable Funding
Options, the beneficiary bears the investment risk.                             

The beneficiary who continues the Contract will be granted the same rights as   
the owner under the original Contract, except the beneficiary cannot:           

-     transfer ownership                                            

-     take a loan or                                                

-     make additional Purchase Payments.                            

The beneficiary may also name his/her own beneficiary ("succeeding beneficiary")
and has the right to take withdrawals at any time after the Death Report Date   
without a withdrawal charge. All other fees and charges applicable to the       
original Contract will also apply to the continued Contract. The E.S.P. option  
is not available to a beneficiary who has continued the Contract under this     
provision. All benefits and features of the continued Contract will be based on 
the beneficiary's age on the Death Report Date as if the beneficiary had        
purchased the Contract with the adjusted Contract Value on the Death Report     
Date.                                                                           

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PLANNED DEATH BENEFIT                                                           

You may request that rather than receive a lump-sum death benefit, the          
beneficiary(ies) receive all or a portion of the death benefit proceeds either: 

  -     through an annuity for life or a period that does not exceed the
beneficiary's life expectancy or                        

    -     under the terms of the Beneficiary Continuance provision described
        above. If the Beneficiary Continuance provision is selected as a
       planned death benefit, no surrenders will be allowed other than
            payments meant to satisfy minimum distribution amounts or systematic
withdrawal amounts, if greater.                         

You must make the planned death benefit request as well as any revocation of    
this request in writing. Upon your death, your beneficiary(s) cannot revoke or  
modify this request. If the death benefit at the time we receive Due Proof of   
Death is less than $2,000, we will only pay a lump sum to the beneficiary. If   
periodic payments due under the planned death benefit election are less than    
$100, we reserve the right to make Annuity Payments at less frequent intervals, 
resulting in a payment of at least $100 per year. If no beneficiary is alive    
when death benefits become payable, we will pay the death benefit as provided in
your Contract.                                                                  

DEATH PROCEEDS AFTER THE MATURITY DATE                                          

If any Contract Owner or the Annuitant dies on or after the Maturity Date, the  
Company will pay the beneficiary a death benefit consisting of any benefit      
remaining under the annuity or income option then in effect.                    

THE ANNUITY PERIOD

MATURITY DATE                                                                   

Under the Contract, you can receive regular payments ("Annuity Payments"). You  
can choose the month and the year in which those payments begin ("Maturity      
Date"). You can also choose among income payouts (annuity or income options) or 
elect a lump sum distribution. While the Annuitant is alive, you can change your
selection any time up to the Maturity Date. Annuity or income payments will     
begin on the Maturity Date stated in the Contract unless (1) you fully          
surrendered the Contract; (2) we paid the proceeds to the beneficiary before    
that date; or (3) you elected another date. Annuity payments are a series of    
periodic payments (a) for life; (b) for life with a minimum number of payments; 
or (c) for the joint lifetime of the Annuitant and another person, and          
thereafter during the lifetime of the survivor. Income payments are for a fixed 
period or amount. We may require proof that the Annuitant is alive before we    
make Annuity Payments. Not all options may be available in all states.          

You may choose to annuitize at any time after the first Contract Date           
anniversary. Unless you elect otherwise, the Maturity Date will be the          
Annuitant's 70th birthday for Qualified Contracts and the Annuitant's 75th      
birthday for Non-qualified Contracts or ten years after the effective date of   
the Contract, if later (this requirement may be changed by us).                 

At least 30 days before the original Maturity Date, you may elect to extend the 
Maturity Date to any time prior to the Annuitant's 85th birthday for            
Non-qualified Contracts or, for Qualified Contracts, to a later date with our   
consent. You may use certain annuity options taken at the Maturity Date to meet 
the minimum required distribution requirements of federal tax law, or you may   
use a program of withdrawals instead. These mandatory distribution requirements 
take effect generally upon the death of the Contract Owner, or with certain     
Qualified Contracts upon either the later of the Contract Owner's attainment of 
age 70-1/2 or year of retirement; or the death of the Contract Owner. You should
seek independent tax advice regarding the election of minimum required          
distributions.                                                                  

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ALLOCATION OF ANNUITY                                                           

You may elect to receive your Annuity Payments in the form of a variable        
annuity, a fixed annuity, or a combination of both. If, at the time Annuity     
Payments begin, you have not made an election, we will apply your Cash Surrender
Value to provide an annuity funded by the same funding options as you have      
selected during the accumulation period. At least 30 days before the Maturity   
Date, you may transfer the Contract Value among the funding options in order to 
change the basis on which we will determine Annuity Payments. (See "Transfers.) 

VARIABLE ANNUITY                                                                

You may choose an annuity payout that fluctuates depending on the investment    
experience of the Variable Funding Options. We determine the number of Annuity  
Units credited to the Contract by dividing the first monthly annuity payment    
attributable to each Variable Funding Option by the corresponding Accumulation  
Unit value as of 14 days before the date Annuity Payments begin. We use an      
Annuity Unit to measure the dollar value of an annuity payment. The number of   
Annuity Units (but not their value) remains fixed during the annuity period.    

DETERMINATION OF FIRST ANNUITY PAYMENT. Your Contract contains the tables we use
to determine your first monthly annuity payment. If you elect a variable        
annuity, the amount we apply to it will be the Cash Surrender Value as of 14    
days before the date Annuity Payments begin, less any applicable premium taxes  
not previously deducted.                                                        

The amount of your first monthly payment depends on the annuity option you      
elected and the Annuitant's adjusted age. Your Contract contains the formula for
determining the adjusted age. We determine the total first monthly annuity      
payment by multiplying the benefit per $1,000 of value shown in the Contract    
tables by the number of thousands of dollars of Contract Value you apply to that
annuity option. The Contract tables factor in an assumed daily net investment   
factor of 3%. We call this your net investment rate. Your net investment rate of
3% corresponds to an annual interest rate of 3%. This means that if the         
annualized investment performance, after expenses, of your Variable Funding     
Options is less than 3%, then the dollar amount of your variable Annuity        
Payments will decrease. However, if the annualized investment performance, after
expenses, of your Variable Funding Options is greater than 3%, then the dollar  
amount of your variable Annuity Payments will increase.                         

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of   
all subsequent Annuity Payments changes from month to month based on the        
investment experience, as described above, of the applicable funding options.   
The total amount of each annuity payment will equal the sum of the basic        
payments in each funding option. We determine the actual amounts of these       
payments by multiplying the number of Annuity Units we credited to each funding 
option by the corresponding Annuity Unit value as of the date 14 days before the
date the payment is due.                                                        

FIXED ANNUITY                                                                   

You may choose a fixed annuity that provides payments that do not vary during   
the annuity period. We will calculate the dollar amount of the first fixed      
annuity payment as described under Variable Annuity, except that the amount we  
apply to begin the annuity will be your Cash Surrender Value as of the date     
Annuity Payments begin. Payout rates will not be lower than that shown in the   
Contract. If it would produce a larger payment, the first fixed Annuity Payment 
will be determined using the Life Annuity Tables in effect on the Maturity Date.

 PAYMENT OPTIONS

ELECTION OF OPTIONS                                                             

While the Annuitant is alive, you can change your annuity or income option      
selection any time up to the Maturity Date. Once annuity or income payments have
begun, no further elections are allowed.                                        

During the Annuitant's lifetime, if you do not elect otherwise before the       
Maturity Date, we will pay you (or another designated payee) the first of a     
series of monthly annuity or income payments based on the life of the Annuitant,
in accordance with Annuity Option 2 (Life Annuity with 120 monthly payments     
assured). For                                                                   

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certain Qualified Contracts, Annuity Option 4 (Joint and Last Survivor Life     
Annuity -- Annuity Reduced on Death of Primary Payee) will be the automatic     
option as described in the Contract.                                            

The minimum amount that can be placed under an annuity or income option will be 
$2,000 unless we agree to a lesser amount. If any monthly periodic payment due  
is less than $100, the Company reserves the right to make payments at less      
frequent intervals, or to pay the Contract Value in a lump-sum.                 

On the Maturity Date, we will pay the amount due under the Contract in          
accordance with the Payment Option that you select. You may choose to receive a 
single lump-sum payment. You must elect an option in writing, in a form         
satisfactory to the Company. Any election made during the lifetime of the       
Annuitant must be made by the Contract Owner.                                   

ANNUITY OPTIONS                                                                 

Subject to the conditions described in "Election of Options" above, we may pay  
all or any part of the Cash Surrender Value under one or more of the following  
annuity options. Payments under the annuity options are generally made on a     
monthly basis. We may offer additional options.                                 

Option 1 -- Life Annuity -- No Refund. The Company will make Annuity Payments   
during the lifetime of the Annuitant ending with the last payment before death. 
This option offers the maximum periodic payment, since there is no assurance of 
a minimum number of payments or provision for a death benefit for beneficiaries.

Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Assured. The     
Company will make monthly Annuity Payments during the lifetime of the Annuitant,
with the agreement that if, at the death of that person, payments have been made
for less than 120, 180 or 240 months, as elected, we will continue making       
payments to the beneficiary during the remainder of the period.                 

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will 
make regular Annuity Payments during the lifetime of the Annuitant and a second 
person. When either person dies, we will continue making payments to the        
survivor. No further payments will be made following the death of the survivor. 

Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of 
Primary Payee. The Company will make Annuity Payments during the lifetimes of   
the Annuitant and a second person. You will designate one as primary payee, and 
the other will be designated as secondary payee. On the death of the secondary  
payee, the Company will continue to make monthly Annuity Payments to the primary
payee in the same amount that would have been payable during the joint lifetime 
of the two persons. On the death of the primary payee, the Company will continue
to make Annuity Payments to the secondary payee in an amount equal to 50% of the
payments, which would have been made during the lifetime of the primary payee.  
No further payments will be made once both payees have died.                    

Option 5 -- Other Annuity Options. The Company will make any other arrangements 
for Annuity Payments as may be mutually agreed upon.                            

INCOME OPTIONS                                                                  

Instead of one of the annuity options described above, and subject to the       
conditions described under "Election of Options," all or part of the Contract's 
Cash Surrender Value (or, if required by state law, Contract Value) may be paid 
under one or more of the following income options, provided that they are       
consistent with federal tax law qualification requirements. Payments under the  
income options may be elected on a monthly, quarterly, semiannual or annual     
basis:                                                                          

Option 1 -- Payments of a Fixed Amount. We will make equal payments of the      
amount elected until the Cash Surrender Value applied under this option has been
exhausted. We will pay the first payment and all later payments from each       
funding option or the Fixed Account in proportion to the Cash Surrender Value   
attributable to each funding option and/or Fixed Account. The final payment will
include any amount insufficient to make another full payment.                   

Option 2 -- Payments for a Fixed Period. We will make payments for the period   
selected. The amount of each payment will be equal to the remaining Cash        
Surrender Value applied under this option divided by the number of remaining    
payments.                                                                       

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Option 3 -- Other Income Options. We will make any other arrangements for income
options as may be mutually agreed upon.                                         

VARIABLE LIQUIDITY BENEFIT                                                      

This benefit is only offered with the income option "Payments for a Fixed       
Period."                                                                        

At any time after annuitization and before death, the Contract Owner may        
surrender and receive a payment equal to (A) minus (B), where (A) equals the    
present value of remaining certain payments, and (B) equals a withdrawal charge 
not to exceed the maximum withdrawal charge rate shown on the specifications    
page of the Contract multiplied by (A). The interest rate used to calculate the 
present value is a rate 1% higher than the Assumed (Daily) Net Investment Factor
used to calculate the Annuity Payments. The remaining period certain payments   
are assumed to be level payments equal to the most recent period certain payment
prior to the request for this liquidity benefit. A withdrawal charge is not     
imposed if the surrender is made after the expiration of the withdrawal charge  
period shown on the specifications page of the Contract.                        

 MISCELLANEOUS CONTRACT PROVISIONS

RIGHT TO RETURN                                                                 

You may return the Contract for a full refund of the Contract Value plus any    
Contract charges and premium taxes you paid (but not any fees and charges the   
Underlying Fund assessed) within twenty days after you receive it (the "right to
return period"). You bear the investment risk of investing in the Variable      
Funding Options during the right to return period; therefore, the Contract Value
we return may be greater or less than your Purchase Payment.                    

If you purchase the Contract as an Individual Retirement Annuity, and return it 
within the first seven days after delivery, or longer if your state law permits,
we will refund your Purchase Payment in full; during the remainder of the right 
to return period, we will refund the Contract Value (including charges).        

We will determine the Contract Value following the close of the business day on 
which we receive your Contract and a Written Request for a refund. Where state  
law requires a different period, or the return of Purchase Payments or other    
variations of this provision, we will comply. Refer to your Contract for any    
state-specific information.                                                     

TERMINATION                                                                     

We reserve the right to terminate the Contract on any business day if your      
Contract Value as of that date is less than $1,000 and you have not made        
Purchase Payments for at least two years, unless otherwise specified by state   
law. Termination will not occur until 31 days after we have mailed notice of    
termination to your last known address and to any assignee of record. If we     
terminate the Contract, we will pay you the Cash Surrender Value less any       
applicable taxes. In certain states we may be required to pay you the Contract  
value.                                                                          

REQUIRED REPORTS                                                                

As often as required by law, but at least once in each Contract Year before the 
due date of the first annuity payment, we will furnish a report showing the     
number of Accumulation Units credited to the Contract and the corresponding     
Accumulation Unit value(s) as of the report date for each funding option to     
which the Contract Owner has allocated amounts during the applicable period. The
Company will keep all records required under federal and state laws.            

SUSPENSION OF PAYMENTS                                                          

The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
("the Exchange") is closed; (2) when trading on the Exchange is restricted; (3) 
when an emergency exists, as determined by the SEC, so that the sale of         
securities held in the Separate Account may not reasonably occur, or so that the
Company may not reasonably determine the value the Separate Account's net       
assets; or (4) during any other period when the                                 

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SEC, by order, so permits for the protection of security holders. Payments from 
the Fixed Account may be delayed up to 6 months.                                

 THE SEPARATE ACCOUNTS

MetLife Insurance Company of Connecticut and MetLife Life and Annuity Company of
Connecticut each sponsor Separate Accounts: Fund ABD and Fund ABD II,           
respectively. References to "Separate Account" refer either to Fund ABD or Fund 
ABD II, depending on the issuer of your Contract. Both Fund ABD and Fund ABD II 
were established on October 17, 1995 and are registered with the SEC as unit    
investment trusts under the Investment Company Act of 1940, as amended. We will 
invest Separate Account assets attributable to the Contracts exclusively in the 
shares of the Variable Funding Options.                                         

We hold the assets of Fund ABD and Fund ABD II for the exclusive and separate   
benefit of the owners of each Separate Account, according to the laws of        
Connecticut. Income, gains and losses, whether or not realized, from assets     
allocated to the Separate Account are, in accordance with the Contracts,        
credited to or charged against the Separate Account without regard to other     
income, gains and losses of the Company. The assets held by the Separate Account
are not chargeable with liabilities arising out of any other business that we   
may conduct. Obligations under the Contract are obligations of the Company.     

All investment income and other distributions of the funding options are payable
to the Separate Account. We reinvest all such income and/or distributions in    
shares of the respective funding option at net asset value. Shares of the       
funding options are currently sold only to life insurance company Separate      
Accounts to fund variable annuity and variable life insurance contracts.        

Certain variable annuity separate accounts and variable life insurance separate 
accounts may invest in the funding options simultaneously (called "mixed" and   
"shared" funding). It is conceivable that in the future it may be               
disadvantageous to do so. Although the Company and the Variable Funding Options 
do not currently foresee any such disadvantages either to variable annuity      
contract owners or variable life policy owners, each Underlying Fund's Board of 
Directors intends to monitor events in order to identify any material conflicts 
between them and to determine what action, if any, should be taken. If a Board  
of Directors was to conclude that separate funds should be established for      
variable life and variable annuity separate accounts, the variable annuity      
contract owners would not bear any of the related expenses, but variable annuity
contract owners and variable life insurance policy owners would no longer have  
the economies of scale resulting from a larger combined fund.                   

We reserve the right to transfer assets of the Separate Account to another      
separate account, and to modify the structure or operation of the Separate      
Account, subject to the necessary regulatory approvals. If we do so, we         
guarantee that the modification will not affect your Contract Value.            

PERFORMANCE INFORMATION                                                         

In advertisements for the Contract, we may include performance figures to show  
you how a Variable Funding Option has performed in the past. These figures are  
rates of return or yield quotations shown as a percent. These figures show past 
performance of a Variable Funding Option and are not an indication of how a     
Variable Funding Option will perform in the future.                             

Our advertisements may show performance figures assuming that you do not elect  
any optional features such as the E.S.P. However, if you elect any of these     
optional features, they involve additional charges that will serve to decrease  
the performance of your Variable Funding Options. You may wish to speak with    
your registered representative to obtain performance information specific to the
optional features you may wish to select.                                       

Performance figures for each Variable Funding Option are based in part on the   
performance of a corresponding Underlying Fund. In some cases, the Underlying   
Fund may have existed before the technical inception of the corresponding       
Variable Funding Option. In those cases, we can create "hypothetical historical 
performance" of a Variable Funding Option. These figures show the performance   
that the Variable Funding Option would have achieved had it been available      
during the entire history of the Underlying Fund.                               

In a low interest rate environment, yields for money market Subaccounts, after  
deduction of the Mortality and Expense Risk Charge, Administrative Expense      
Charge and the charge for any optional benefit riders (if applicable), may be   
negative even though the Underlying Fund's yield, before deducting for such     
charges, is positive. If you allocate a portion of your Contract Value to a     
money market Subaccount or participate in an                                    

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asset allocation program where Contract Value is allocated to a money market    
Subaccount under the applicable asset allocation model, that portion of your    
Contract Value may decrease in value.                                           

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FEDERAL TAX CONSIDERATIONS

The following general discussion of the federal income tax consequences related 
to your investment in this Contract is not intended to cover all situations, and
is not meant to provide tax or legal advice. Because of the complexity of the   
law and the fact that the tax results will vary depending on many factors, you  
should consult your tax and/or legal adviser regarding the tax implications of  
purchasing this Contract based upon your individual situation. For further tax  
information, an additional discussion of certain tax matters is contained in the
SAI.                                                                            

GENERAL TAXATION OF ANNUITIES                                                   

Congress has recognized the value of saving for retirement by providing certain 
tax benefits, in the form of tax deferral, for premiums paid under an annuity   
and permitting tax-free transfers between the various investment options offered
under the Contract. The Internal Revenue Code ("Code") governs how earnings on  
your investment in the Contract are ultimately taxed, depending upon the type of
contract, qualified or non-qualified, and the manner in which the money is      
distributed, as briefly described below. In analyzing the benefits of tax       
deferral it is important to note that the Jobs and Growth Tax Relief            
Reconciliation Act of 2003 amended Code Section 1 to reduce the marginal tax    
rates on long-term capital gains and dividends to 5% and 15%, respectively. The 
reduced rates apply during 2003 through 2008, and thereafter will increase to   
prior levels. 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 dividends. Earnings under annuity contracts, like interest payable on 
fixed investments (notes, bonds, etc.) continue to be taxed as ordinary income  
(top rate of 35%).                                                              

STATE AND LOCAL TAXES. The rules for state and local income taxes may differ    
from the federal income tax rules. Purchasers and prospective purchasers of the 
Contract should consult their own tax advisors and the law of the applicable    
taxing jurisdiction to determine what rules and tax benefits apply to the       
contract.                                                                       

PENALTY TAX FOR PREMATURE DISTRIBUTIONS. For both Qualified and Non-qualified   
Contracts, taxable distributions taken before the Contract Owner has reached the
age of 59 1/2 will be subject to a 10% additional tax penalty unless the        
distribution is taken in a series of periodic distributions, for life or life   
expectancy, or unless the distribution follows the death or disability of the   
Contract Owner. Other exceptions may be available in certain qualified plans.   
The 10% tax penalty is in addition to any other penalties that may apply under  
your Contract and the normal income taxes due on the distribution.              

TAX-FREE EXCHANGES. Code Section 1035 provides that, if certain conditions are  
met, no gain or loss is recognized when an annuity contract is received in      
exchange for a life insurance, endowment, or annuity contract. Since different  
annuity contracts have different expenses, fees and benefits, a tax-free        
exchange could result in your investment becoming subject to higher or lower    
fees and/or expenses.                                                           

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 payable to the    
designated beneficiary or the actuarial value of the payments to be received by 
the beneficiary. Consult an estate planning advisor for more information.       

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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 the Company to deduct the tax from your Contract or from any   
applicable payment and pay it directly to the IRS.                              

TYPES OF CONTRACTS: QUALIFIED AND NON-QUALIFIED                                 

QUALIFIED ANNUITY CONTRACTS                                                     

If you purchase your Contract with proceeds of an eligible rollover distribution
from any tax-qualified employee pension or retirement savings plan or individual
retirement annuity (IRA), your Contract is referred to as a Qualified Contract. 
Some examples of Qualified Contracts are: IRAs (including Roth IRAs), tax       
sheltered annuities established by public school systems or certain tax exempt  
organizations under Code Section 403(b), corporate-sponsored pension, retirement
savings and profit sharing plans (including 401(k) plans), Keogh Plans (for     
self-employed individuals), and certain other qualified deferred compensation   
plans. The rights and benefits under a Qualified Contract may be limited by the 
terms of the retirement plan, regardless of the terms and conditions of the     
Contract. Plan participants making contributions to Qualified Contracts will be 
subject to the required minimum distribution rules as provided by the Code and  
described below. All qualified plans (including IRAs) receive tax-deferral under
the Code. Although there are no additional tax benefits to funding your         
qualified plan or IRA with an annuity, it does offer you additional insurance   
benefits, such as the availability of a guaranteed income for life.             

TAXATION OF QUALIFIED ANNUITY CONTRACTS                                         

Under a qualified annuity, since amounts paid into the Contract generally have  
not yet been taxed, the full amount of any distributions (including the amount  
attributable to Purchase Payments), whether paid in the form of lump sum        
withdrawals or Annuity Payments, are generally taxed at ordinary income tax     
rates unless the distribution is transferred to an eligible rollover account or 
contract. There are special rules which govern the taxation of Qualified        
Contracts, including withdrawal restrictions, requirements for mandatory        
distributions, and contribution limits. Amounts rolled over to the Contract from
other qualified funding vehicles generally are not subject to current taxation. 

HURRICANE RELIEF                                                                

LOANS. Your plan may provide for increased limits and delayed repayment of      
participant loans, where otherwise permitted by your plan, pursuant to the      
Katrina Emergency Tax Relief Act of 2005 and the Gulf Opportunity Zone Act of   
2005. An eligible retirement plan other than an IRA may allow a plan loan to    
delay loan repayment by certain individuals impacted by Hurricanes Katrina, Rita
and Wilma , whose principal places of abode on certain dates were located in    
statutorily defined disaster areas and who sustained an economic loss due to the
hurricane. Generally, if the due date for any repayment with respect to such    
loan occurs during a period beginning on September 23, 2005 (for purposes of    
Hurricane Katrina) or October 23, 2005 (for purposes of Hurricanes Rita and     
Wilma) and ending on December 31, 2006, then such due date may be delayed for   
one year. Note: For purposes of these loan rules, an individual cannot be a     
qualified individual with respect to more than one hurricane. Consult your tax  
advisor to determine if hurricane relief is available to your particular        
situation.                                                                      

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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 participants who are 5% or more owners of the plan sponsor). 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.                                   

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 five years  
from the date of death or minimum distributions may be taken over the life      
expectancy of the individual beneficiaries (or in the case of certain trusts    
that are contract benfeciaries, over the life expectancy of the individuals who 
are the beneficiaries of the trust), provided such distributions are payable at 
least annually and begin within one year from the date of death. Special rules  
apply where the beneficiary is the surviving spouse, which allow the spouse to  
assume the Contract and defer the minimum distribution requirements.            

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, including the Earnings Preservation Benefit, as well as all living  
benefits such as GMIB and GMWB) must be added to the account value in computing 
the amount required to be distributed over the applicable period. We will       
provide you with additional information as to the amount of your interest in the
Contract that is subject to required minimum distributions under this new rule  
and either compute the required amount for you or offer to do so at your        
request. The new rules are not entirely clear and you should consult your       
personal tax advisor as to how these rules affect your Contract.                

NOTE TO PARTICIPANTS IN QUALIFIED PLANS INCLUDING 401, 403(b), 457 AS WELL AS   
IRA OWNERS: While annual plan contribution limits may be increased from time to 
time by Congress and the IRS for federal income tax purposes, these limits must 
be adopted by each state for any higher limits to be effective at a state income
tax level. In other words, the permissible contribution limits for federal and  
state income tax purposes may be different. Therefore, in certain states, a     
portion of the contributions may not be excludible or deductible from state     
income taxes. Please consult your employer or tax adviser regarding this issue. 

INDIVIDUAL RETIREMENT ANNUITIES                                                 

To the extent of earned income for the year and not exceeding the applicable    
limit for the taxable year, an individual may make deductible contributions to  
an individual retirement annuity (IRA). The applicable limit ($2,000 per year   
prior to 2002) has been increased by the Economic Growth and Tax Relief         
Reconciliation Act of 2001 ("EGTRRA"). The limit is $3,000 for calendar years   
2002-2004, $4,000 for calendar years 2005-2007, and will be indexed for         
inflation in years subsequent to 2008. Additional "catch-up contributions" may  
be made to an IRA by individuals age 50 or over. There are certain limits on the
deductible amount based on the adjusted gross income of the individual and      
spouse and on their participation in a retirement plan. If an individual is     
married and the spouse is not employed, the individual may establish IRAs for   
the individual and spouse. Purchase Payments may then be made annually into IRAs
for both spouses in the maximum amount of 100% of earned income up to a combined
limit based on the individual limits outlined above.                            

Deductible contributions to an IRA and Roth IRA for the year must be aggregated 
for purposes of the individual Code Section 408A limits and the Code Section 219
limits (age 50+catch-up).                                                       

Partial or full distributions are treated as ordinary income, except that       
amounts contributed after 1986 on a non-deductible basis are not includable in  
income when distributed. An additional tax of 10% will apply to any taxable     
distribution from the IRA that is received by the participant before the age of 
59 1/2 except by reason of death, disability or as part of a series of payments 
for life or life expectancy. Distributions must commence by April 1st of the    
calendar year after the close of the calendar year in which the individual      
attains the age of 70 1/2. Certain other mandatory distribution rules apply on  
the death of the individual. The individual must maintain personal and tax      
return records of any non-deductible contributions and distributions.           

Section 408 (k) of the Code provides for the purchase of a Simplified Employee  
Pension (SEP) plan. A SEP is funded through an IRA and can accept an annual     
employer contribution limited to the lesser of $42,000 or 100% of pay for each  
participant in 2005 ($44,000 for 2006).                                         

ROTH IRAS                                                                       

Effective January 1, 1998, Section 408A of the Code permits certain individuals 
to contribute to a Roth IRA. Eligibility to make contributions is based upon    
income, and the applicable limits vary based on marital status and/or whether   
the contribution is a rollover contribution from another IRA or an annual       
contribution. Contributions to a Roth IRA, which are subject to certain         
limitations, (similar to the annual limits for traditional IRAs), are not       
deductible and must be made in cash or as a rollover or transfer from another   
Roth IRA or other IRA. A conversion of "traditional" IRA to a Roth IRA may be   
subject to tax and other special rules apply. You should consult a tax adviser  
before combining any converted amounts with other Roth IRA contributions,       
including any other conversion amounts from other tax years.                    

Qualified distributions from a Roth IRA are tax-free. A qualified distribution  
requires that the Roth IRA has been held for at least 5 years, and the          
distribution is made after age 59 1/2, on death or disability of the owner, or  
for a limited amount ($10,000) for a qualified first time home purchase for the 
owner or certain relatives. 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 five taxable years starting with the year in which the first contribution
is made to the Roth IRA.                                                        

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NON-QUALIFIED ANNUITY CONTRACTS                                                 

If you purchase the Contract on an individual basis with after-tax dollars and  
not under one of the programs described above, your Contract is referred to as  
non-qualified. As the owner of a non-qualified annuity, you do not receive any  
tax benefit (deduction or deferral of income) on Purchase Payments, but you will
not be taxed on increases in the value of your Contract until a distribution    
occurs - either as a withdrawal made prior to the Maturity Date or in the form  
of periodic Annuity Payments. As a general rule, there is income in the Contract
(earnings) to the extent the Contract Value exceeds your investment in the      
Contract. The investment in the Contract equals the total Purchase Payments less
any amount received previously which was excludible from gross income.          

Generally, different tax rules apply to Annuity Payments than to withdrawals and
payments received before the annuity starting date. When a withdrawal is made,  
you are taxed on the amount of the withdrawal that is considered earnings under 
federal tax laws.                                                               

Similarly, when you receive an Annuity Payment, part of each periodic payment is
considered a return of your Purchase Payments and will not be taxed, but the    
remaining portion of the Annuity Payment (i.e., any earnings) will be considered
ordinary income for federal income tax purposes. Annuity Payments are subject to
an "excludable amount" or "exclusion ratio" which determines how much of each   
payment is treated as:                                                          

-  a non-taxable return of your purchase payment; or                  

-  a taxable payment of earnings.                                     

We generally will tell you how much of each Annuity Payment is a non-taxable    
return of your Purchase Payments. However, it is possible that the IRS could    
conclude that the taxable portion of Annuity Payments under a non-qualified     
contract is an amount greater (or less) than the taxable amount determined by us
and reported by us to you and the IRS. Generally, once the total amount treated 
as a non-taxable return of your Purchase Payments equals your Purchase Payments,
then all remaining payments are fully taxable. We will withhold a portion of the
taxable amount of your Annuity Payment for income taxes, unless you elect       
otherwise. The amount we withhold is determined by the Code.                    

Code Section 72(s) requires that non-qualified annuity contracts meet minimum   
mandatory distribution requirements upon the death of the Contract Owner,       
including the death of either of the Joint Owners. If these requirements are not
met, the Contract will not be treated as an annuity contract for federal income 
tax purposes and earnings under the Contract will be taxable currently, not when
distributed. The distribution required depends, among other things, upon whether
an annuity option is elected or whether the succeeding Contract Owner is the    
surviving spouse. We will administer contracts in accordance with these rules   
and we will notify you when you should begin receiving payments. There is a more
complete discussion of these rules in the SAI.                                  

If a non-qualified annuity is owned by a non-natural person (e.g., a            
corporation), increases in the value of the Contract attributable to Purchase   
Payments made after February 28, 1986 are includable in income annually and     
taxed at ordinary income tax rates. Furthermore, for contracts issued after     
April 22, 1987, if the Contract is transferred to another person or entity      
without adequate consideration, all deferred increases in value will be treated 
as income for federal income tax purposes at the time of the transfer.          

PARTIAL WITHDRAWALS: If you make a partial withdrawal of your Contract Value,   
the distribution generally will be taxed as first coming from earnings (income  
in the Contract) and then from your Purchase Payments. These withdrawn earnings 
are includable in your taxable income. (See Penalty Tax for Premature           
Distributions below.) Any direct or indirect borrowing against the value of the 
Contract or pledging of the Contract as security for a loan will be treated as a
cash distribution under the tax law, and will have tax consequences in the year 
taken. It should be noted that there is no guidance as to the determination of  
the amount of income in a Contract if it is issued with a Guaranteed Minimum    
Withdrawal Benefit (GMWB). Therefore, you should consult with your tax adviser  
as to the potential tax consequences of a partial surrender if your Contract is 
issued with a GMWB.                                                             

PARTIAL ANNUITIZATIONS (IF AVAILABLE WITH YOUR CONTRACT): At the present time   
the IRS has not approved the use of an exclusion ratio or exclusion amount when 
only part of your Contract Value is applied to a payment option. Currently, we  
will treat the application of less than your entire Contract Value under a      
Non-qualified Contract to a payment option (i.e. taking Annuity Payments) as a  
taxable withdrawal for federal income tax purposes (which may also be subject to
the 10% penalty tax if you are under age 59 1/2). We will then treat the amount 
of the withdrawal (after any deductions for taxes) as the purchase price of an  
income annuity and tax report the income payments received that annuity under   
the rules for variable income annuities. Consult your tax attorney prior to     
partially annuitizing your Contract.                                            

We will determine the excludable amount for each income payment under the       
Contract as a whole by using the rules applicable to variable income payments in
general (i.e. by dividing your after-tax purchase price, as adjusted for any    
refund or guarantee feature, by the number of expected income payments from the 
appropriate IRS table). However, the IRS may determine that the excludable      
amount is different from our computation.                                       

The tax law treats all non-qualified deferred annuities issued after October 21,
1988 by the same company (or its affiliates) to the same owner during any one   
calendar year as one annuity. This may cause a greater portion of your          
withdrawals from the Deferred Annuity to be treated as income than would        
otherwise be the case. Although the law is not clear, the aggregation rule may  
also adversely affect the tax treatment of payments received under an income    
annuity where the owner has purchased more than one non-qualified annuity during
the same calendar year from the same or an affiliated company after October 21, 
1988, and is not receiving income payments from all annuities at the same time. 

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES                             

The Code requires that any non-qualified variable annuity contracts based on a  
Separate Account must meet specific diversification standards. Non-qualified    
variable annuity contracts shall not be treated as an annuity for federal income
tax purposes if investments made in the account are not adequately diversified. 
Final tax regulations define how Separate Accounts must be diversified. The     
Company constantly monitors the diversification of investments and believes that
its accounts are adequately diversified. The consequence of any failure to      
diversify is essentially the loss to the Contract Owner of tax-deferred         
treatment, requiring the current inclusion of a proportionate share of the      
income and gains from the Separate Account assets in the income of each Contract
Owner. The Company intends to administer all contracts subject to this provision
of law in a manner that will maintain adequate diversification.                 

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 Separate 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.                                                                   

TAXATION OF DEATH BENEFIT PROCEEDS                                              

Amounts may be distributed from a Non-qualified Contract because of the death of
an owner or Annuitant. Generally, such amounts are includable in the income of  
the recipient as follows: (i) if distributed in a lump sum, they are taxed in   
the same manner as a full surrender of the Contract; or (ii) if distributed     
under a payment option, they are taxed in the same way as Annuity Payments.     

OTHER TAX CONSIDERATIONS                                                        

TREATMENT OF CHARGES FOR OPTIONAL BENEFITS                                      

The Contract may provide one or more optional enhanced death benefits or other  
minimum guaranteed benefit that in some cases may exceed the greater of purchase
price or the Contract Value. It is possible that the Internal Revenue Service   
may take the position that the charges for the optional enhanced benefit(s) are 
deemed to be taxable distributions to you. Although we do not believe that a    
charge under such optional enhanced benefit should be treated as a taxable      
withdrawal, you should consult with your tax adviser before selecting any rider 
or endorsement to the Contract.                                                 

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GUARANTEED BENEFITS. If you have purchased a GMWB, where otherwise made         
available, note the following:                                                  

The tax treatment of withdrawals under such a benefit is uncertain. It is       
conceivable that the amount of potential gain could be determined based on the  
remaining amounts guaranteed to be available for withdrawal at the time of the  
withdrawal if greater than the account balance (prior to surrender charges).    
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
account balance rather than the remaining benefit to determine gain. However, in
cases where the maximum permitted withdrawal in any year under any version of   
the GMWB exceeds the account balance, 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.         

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

PUERTO RICO TAX CONSIDERATIONS                                                  

The Puerto Rico Internal Revenue Code of 1994 (the "1994 Code") taxes           
distributions from non-qualified annuity contracts differently than in the U.S. 
Distributions that are not in the form of an annuity (including partial         
surrenders and period certain payments) are treated under the 1994 Code first as
a return of investment. Therefore, a substantial portion of the amounts         
distributed generally will be excluded from gross income for Puerto Rico tax    
purposes until the cumulative amount paid exceeds your tax basis. The amount of 
income on annuity distributions (payable over your lifetime) is also calculated 
differently under the 1994 Code. Since Puerto Rico residents are also subject to
U.S. income tax on all income other than income sourced to Puerto Rico and the  
Internal Revenue Service issued guidance in 2004 which indicated that the income
from an annuity contract issued by a U.S. life insurer would be considered U.S. 
source income, the timing of recognition of income from an annuity contract     
could vary between the two jurisdictions. Although the 1994 Code provides a     
credit against the Puerto Rico income tax for U.S. income taxes paid, an        
individual may not get full credit because of the timing differences. You should
consult with a personal tax adviser regarding the tax consequences of purchasing
an annuity contract and/or any proposed distribution, particularly a partial    
distribution or election to annuitize.                                          

NON-RESIDENT ALIENS                                                             

Distributions to non resident aliens ("NRAs") are subject to special and complex
tax and withholding rules under the Code with respect to U.S. source income,    
some of which are based upon the particular facts and circumstances of the      
Contract Owner, the beneficiary and the transaction itself. As stated above, the
IRS has taken the position that income from the Contract received by NRAs is    
considered U.S. source income. In addition, Annuity Payments to NRAs in many    
countries are exempt from U.S. tax (or subject to lower rates) based upon a tax 
treaty, provided that the Contract Owner complies with the applicable           
requirements. NRAs should seek guidance from a tax adviser regarding their      
personal situation.                                                             

 OTHER INFORMATION

THE INSURANCE COMPANIES                                                         

Please refer to your Contract to determine which Company issued your Contract.  

MetLife Insurance Company of Connecticut (formerly The Travelers Insurance      
Company) is a stock insurance company chartered in 1863 in Connecticut and      
continuously engaged in the insurance business since that time. It is licensed  
to conduct life insurance business in all states of the United States, the      
District of Columbia, Puerto Rico, Guam, the U.S. and British Virgin Islands and
the Bahamas. The Company is a wholly-owned subsidiary of MetLife, Inc., a       
publicly-traded company. MetLife, Inc., through its subsidiaries and affiliates,
is a leading provider of insurance and other financial services to individual   
and institutional customers. The Company's Home Office is located at One        
Cityplace, Hartford, Connecticut 06103-3415.                                    

MetLife Life and Annuity Company of Connecticut (formerly The Travelers Life and
Annuity Company ) is a stock insurance company chartered in 1973 in Connecticut 
and continuously engaged in the insurance business since that time. It is       
licensed to conduct life insurance business in all states of the United States  
(except New York), the District of Columbia and Puerto Rico. The Company is an  
indirect wholly-owned                                                           

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subsidiary of MetLife, Inc., a publicly-traded company. The Company's Home      
Office is located at One Cityplace, Hartford, Connecticut 06103-3415.           

FINANCIAL STATEMENTS                                                            

The financial statements for the Company and its Separate Account are located in
the Statement of Additional Information.                                        

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS                                      

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT. MetLife Insurance Company of 
Connecticut and MetLife Life and Annuity Company of Connecticut (together the   
"Company") have appointed MLI Distribution LLC ("MLIDLLC") (formerly, Travelers 
Distribution LLC) to serve as the principal underwriter and distributor of the  
securities offered through this Prospectus, pursuant to the terms of a          
Distribution and Principal Underwriting Agreement. MLIDLLC, which is an         
affiliate of the Company, also acts as the principal underwriter and distributor
of other variable annuity contracts and variable life insurance policies issued 
by the Company and its affiliated companies. The Company reimburses MLIDLLC for 
expenses MLIDLLC incurs in distributing the Contracts (e.g. commissions payable 
to retail broker-dealers who sell the Contracts). MLIDLLC does not retain any   
fees under the Contracts; however, MLIDLLC may receive 12b-1 fees from the      
Underlying Funds.                                                               

MLIDLLC's principal executive offices are located at One Cityplace, Hartford,   
Connecticut 06103. MLIDLLC is registered as a broker-dealer with the Securities 
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as   
well as the securities commissions in the states in which it operates, and is a 
member of the National Association of Securities Dealers, Inc. ("NASD").        

MLIDLLC and the Company enter into selling agreements with affiliated and       
unaffiliated broker-dealers who are registered with the SEC and are members of  
the NASD, and with entities that may offer the Contracts but are exempt from    
registration. Applications for the Contract are solicited by registered         
representatives who are associated persons of such broker-dealer firms. Such    
representatives act as appointed agents of the Company under applicable state   
insurance law and must be licensed to sell variable insurance products. The     
Company no longer offers the Contract to new purchasers, but it continues to    
accept Purchase Payments from existing customers.                               

COMPENSATION. Broker-dealers who have selling agreements with MLIDLLC and the   
Company are paid compensation for the promotion and sale of the Contracts.      
Registered representatives who solicit sales of the Contract typically receive a
portion of the compensation payable to the broker-dealer firm. The amount the   
registered representative receives depends on the agreement between the firm and
the registered representative. This agreement may also provide for the payment  
of other types of cash and non-cash compensation and other benefits. A          
broker-dealer firm or registered representative of a firm may receive different 
compensation for selling one product over another and/or may be inclined to     
favor one product provider over another product provider due to differing       
compensation rates.                                                             

We generally pay compensation as a percentage of Purchase Payments invested in  
the Contract. Alternatively, we may pay lower compensation on Purchase Payments 
but pay periodic asset-based compensation based on all or a portion of the      
Contract Value. The amount and timing of compensation may vary depending on the 
selling agreement but is not expected to exceed 7.50% of Purchase Payments (if  
up-front compensation is paid to registered representatives) and up to 1.50%    
annually of average Contract Value (if asset-based compensation is paid to      
registered representatives).                                                    

The Company and MLIDLLC have also entered into preferred distribution           
arrangements with certain broker-dealer firms. These arrangements are sometimes 
called "shelf space" arrangements. Under these arrangements, the Company and    
MLIDLLC pay separate, additional compensation to the broker-dealer firm for     
services the broker-dealer provides in connection with the distribution of the  
Company's products. These services may include providing the Company with access
to the distribution network of the broker-dealer, the hiring and training of the
broker-dealer's sales personnel, the sponsoring of conferences and seminars by  
the broker-dealer, or general marketing services performed by the broker-dealer.
The broker-dealer may also provide other services or incur other costs in       
connection with distributing the Company's products.                            

These preferred distribution arrangements will not be offered to all            
broker-dealer firms and the terms of such arrangements may differ between       
broker-dealer firms. Compensation payable under such arrangements               

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may be based on aggregate, net or anticipated sales of the Contracts, total     
assets attributable to sales of the Contract by registered representatives of   
the broker-dealer firm or based on the length of time that a Contract Owner has 
owned the Contract. Any such compensation payable to a broker-dealer firm will  
be made by MLIDLLC or the Company out of their own assets and will not result in
any additional direct charge to you. Such compensation may cause the            
broker-dealer firm and its registered representatives to favor the Company's    
products. The Company and MLIDLLC have entered into a preferred distribution    
arrangement with Morgan Stanley DW, Inc., the only broker-dealer firm that is   
authorized by the Company and MLIDLLC to offer the Contracts. See the "Statement
of Additional Information--DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT"   
for a list of the broker-dealer firms that received such additional compensation
during 2005, as well as the range of additional compensation paid.              

The Company and MLIDLLC have entered into selling agreements with certain       
broker-dealer firms that have an affiliate that acts as investment adviser or   
sub-adviser to one or more Underlying Funds that may be offered under the       
Contracts. These investment advisory firms include Fidelity Management &        
Research Company, Morgan Stanley Investment Advisers Inc., Merrill Lynch        
Investment Managers, L.P., MetLife Investment Funds Management LLC, MetLife     
Advisers, LLC and Met Investors Advisory LLC. MetLife Investment Funds          
Management LLC, MetLife Advisers, LLC and Met Investors Advisory LLC are        
affiliates of the Company. Registered representatives of broker-dealer firms    
with an affiliated company acting as an adviser or a sub-adviser may favor these
Funds when offering the Contracts.                                              

CONFORMITY WITH STATE AND FEDERAL LAWS                                          

The laws of the state in which we deliver a Contract govern that Contract. Where
a state has not approved a Contract feature or funding option, it will not be   
available in that state. Any paid-up annuity, Cash Surrender Value or death     
benefits that are available under the Contract are not less than the minimum    
benefits required by the statutes of the state in which we delivered the        
Contract. We reserve the right to make any changes, including retroactive       
changes, in the Contract to the extent that the change is required to meet the  
requirements of any law or regulation issued by any governmental agency to which
the Company, the Contract or the Contract Owner is subject.                     

VOTING RIGHTS                                                                   

The Company is the legal owner of the shares of the Underlying Funds. However,  
we believe that when an Underlying Fund solicits proxies in conjunction with a  
vote of shareholders we are required to obtain from you and from other owners   
instructions on how to vote those shares. We will vote all shares, including    
those we may own on our own behalf, and those where we have not received        
instructions from Contract Owners, in the same proportion as shares for which we
received voting instructions. Should we determine that we are no longer required
to comply with the above, we will vote on the shares in our own right. In       
certain limited circumstances, and when permitted by law, we may disregard      
voting instructions. If we do disregard voting instructions, a summary of that  
action and the reasons for such action would be included in the next annual     
report to Contract Owners.                                                      

RESTRICTIONS ON FINANCIAL TRANSACTIONS                                          

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

LEGAL PROCEEDINGS                                                               

In the ordinary course of business, the Company, 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, the Company does not believe any
such action or proceeding will have a material adverse effect upon the Separate 
Account or upon the ability of MLIDLLC to perform its contract with the Separate
Account or of the Company to meet its obligations under the Contracts.          

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APPENDIX A
 CONDENSED FINANCIAL INFORMATION

 METLIFE OF CT FUND ABD FOR VARIABLE ANNUITIES
 ACCUMULATION UNIT VALUES (IN DOLLARS)

The following Accumulation Unit Value information should be read in conjunction 
with the Separate Account's audited financial statement and notes, which are    
included in the Statement of Additional Information.                            

SEPARATE ACCOUNT CHARGES 1.40%

                                                        [Enlarge/Download Table]

                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                  YEAR       YEAR       END OF YEAR     END OF YEAR  
----------------------------------------------------   ----  -------------  -------------  ---------------
                                                                                                          
Janus Aspen Series                                                                                        
   Balanced Portfolio - Service Shares (5/00)          2005     1.004           1.066        10,647,659   
                                                       2004     0.941           1.004        12,240,173   
                                                       2003     0.839           0.941        14,072,516   
                                                       2002     0.911           0.839        14,830,766   
                                                       2001     0.972           0.911        13,475,207   

   Forty Portfolio - Service Shares (5/02)             2005     0.768           0.853           578,607   
                                                       2004     0.660           0.768           572,316   
                                                       2003     0.557           0.660           662,080   
                                                       2002     0.672           0.557           710,088   
                                                       2001     0.872           0.672           615,886   

   Mid Cap Value Portfolio - Service Shares (4/03)     2005     1.560           1.693            87,514   
                                                       2004     1.343           1.560           116,813   
                                                       2003     1.000           1.343           128,204   

   Worldwide Growth Portfolio - Service Shares (5/00)  2005     0.561           0.584        10,682,752   
                                                       2004     0.544           0.561        12,214,595   
                                                       2003     0.446           0.544        13,388,686   
                                                       2002     0.609           0.446        15,628,276   
                                                       2001     0.798           0.609        16,824,804   

Salomon Brothers Variable Series Funds Inc.                                                               
   All Cap Fund - Class I (10/98)                      2005     1.655           1.698        10,354,574   
                                                       2004     1.549           1.655        11,436,639   
                                                       2003     1.130           1.549        11,935,706   
                                                       2002     1.529           1.130        11,108,929   
                                                       2001     1.522           1.529         5,065,288   
                                                       2000     1.305           1.522           907,328   
                                                       1999     1.084           1.305           216,465   
                                                       1998     1.000           1.084            55,964   

   High Yield Bond Fund - Class I (8/98)               2005     1.497           1.533           365,223   
                                                       2004     1.367           1.497           464,878   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                            UNIT VALUE AT                 NUMBER OF UNITS
                                                            BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
               PORTFOLIO NAME                         YEAR      YEAR        END OF YEAR     END OF YEAR  
----------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                         
   High Yield Bond Fund - Class I  (continued)        2003     1.116           1.367           455,322   
                                                      2002     1.055           1.116           354,505   
                                                      2001     1.017           1.055           421,112   
                                                      2000     1.032           1.017           319,825   
                                                      1999     0.991           1.032           208,039   
                                                      1998     1.000           0.991           117,685   

   Investors Fund - Class I (6/98)                    2005     1.311           1.377        15,084,411   
                                                      2004     1.204           1.311        17,246,134   
                                                      2003     0.923           1.204        18,513,035   
                                                      2002     1.216           0.923        19,285,142   
                                                      2001     1.287           1.216        15,853,833   
                                                      2000     1.132           1.287         7,090,936   
                                                      1999     1.029           1.132         3,905,967   
                                                      1998     1.000           1.029         1,764,644   

   Small Cap Growth Fund - Class I (5/00)             2005     0.969           1.002         1,217,569   
                                                      2004     0.853           0.969         1,642,854   
                                                      2003     0.581           0.853         2,003,014   
                                                      2002     0.903           0.581         1,607,181   
                                                      2001     0.987           0.903         1,517,383   

   Strategic Bond Fund - Class I (8/98)               2005     1.443           1.458         1,026,955   
                                                      2004     1.372           1.443         1,081,101   
                                                      2003     1.229           1.372         1,150,712   
                                                      2002     1.145           1.229         1,123,744   
                                                      2001     1.086           1.145           914,232   
                                                      2000     1.026           1.086           624,887   
                                                      1999     1.037           1.026           344,250   
                                                      1998     1.000           1.037           127,127   

The Travelers Series Trust                                                                               
   Equity Income Portfolio (12/96)                    2005     1.810           1.864        19,336,704   
                                                      2004     1.670           1.810        22,752,381   
                                                      2003     1.291           1.670        24,652,637   
                                                      2002     1.521           1.291        25,581,166   
                                                      2001     1.652           1.521        27,130,603   
                                                      2000     1.535           1.652        22,535,737   

   Large Cap Portfolio (12/96)                        2005     1.435           1.538        14,843,563   
                                                      2004     1.366           1.435        17,524,614   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                   YEAR       YEAR      END OF YEAR      END OF YEAR  
----------------------------------------------------    ----  -------------  -------------  ---------------
                                                                                                           
   Large Cap Portfolio  (continued)                     2003     1.111           1.366        19,563,576   
                                                        2002     1.459           1.111        21,047,983   
                                                        2001     1.790           1.459        24,478,964   
                                                        2000     2.123           1.790        22,306,844   

The Universal Institutional Funds, Inc.                                                                    
   Emerging Markets Equity Portfolio - Class I (11/98)  2005     1.320           1.743           422,202   
                                                        2004     1.087           1.320           439,202   
                                                        2003     0.737           1.087           474,608   
                                                        2002     0.820           0.737           360,817   
                                                        2001     0.889           0.820           359,559   
                                                        2000     1.484           0.889           309,348   
                                                        1999     0.769           1.484           238,502   
                                                        1998     1.000           0.769            27,410   

   Equity Growth Portfolio - Class I (5/00)             2005     0.641           0.732         1,245,494   
                                                        2004     0.603           0.641         1,341,533   
                                                        2003     0.490           0.603         1,515,009   
                                                        2002     0.688           0.490         1,471,505   
                                                        2001     0.823           0.688         1,122,971   

   Global Value Equity Portfolio - Class I (6/98)       2005     1.196           1.248           957,392   
                                                        2004     1.068           1.196           990,539   
                                                        2003     0.840           1.068         1,043,388   
                                                        2002     1.025           0.840         1,131,407   
                                                        2001     1.118           1.025         1,261,854   
                                                        2000     1.017           1.118           922,022   
                                                        1999     0.991           1.017           508,044   
                                                        1998     0.973           0.991           163,749   

   Mid Cap Growth Portfolio - Class I (5/00)            2005     0.683           0.792           865,513   
                                                        2004     0.569           0.683           905,408   
                                                        2003     0.407           0.569           987,307   
                                                        2002     0.600           0.407         1,131,038   
                                                        2001     0.861           0.600         1,118,232   

   Mid Cap Value Portfolio - Class I (6/98)             2005     1.441           1.596           865,904   
                                                        2004     1.275           1.441         1,021,502   
                                                        2003     0.914           1.275         1,154,921   
                                                        2002     1.288           0.914         1,337,465   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                               BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                   YEAR       YEAR       END OF YEAR     END OF YEAR  
----------------------------------------------------    ----  -------------  -------------  ---------------
                                                                                                           
   Mid Cap Value Portfolio - Class I  (continued)       2001     1.348           1.288         1,390,184   
                                                        2000     1.235           1.348           859,060   
                                                        1999     1.042           1.235           818,991   
                                                        1998     1.000           1.042           219,618   

   Technology Portfolio - Class I (5/00)                2005     0.235           0.231           841,734   
                                                        2004     0.242           0.235         1,156,951   
                                                        2003     0.166           0.242         1,339,529   
                                                        2002     0.330           0.166         1,840,625   
                                                        2001     0.654           0.330         1,926,762   

   U.S. Real Estate Portfolio - Class I (10/98)         2005     2.113           2.439           328,630   
                                                        2004     1.571           2.113           379,765   
                                                        2003     1.158           1.571           535,220   
                                                        2002     1.184           1.158           480,808   
                                                        2001     1.093           1.184           478,734   
                                                        2000     0.866           1.093           138,149   
                                                        1999     0.909           0.866           105,964   

   Value Portfolio - Class I (7/98)                     2005     1.249           1.288         1,118,021   
                                                        2004     1.075           1.249         1,373,932   
                                                        2003     0.813           1.075         1,494,933   
                                                        2002     1.059           0.813         1,728,646   
                                                        2001     1.050           1.059         1,653,571   
                                                        2000     0.852           1.050           938,077   
                                                        1999     0.880           0.852           853,765   
                                                        1998     1.000           0.880           258,345   

Van Kampen Life Investment Trust                                                                           
   Comstock Portfolio - Class II Shares (12/00)         2005     1.215           1.247         7,096,647   
                                                        2004     1.049           1.215         6,571,850   
                                                        2003     0.814           1.049         6,680,549   
                                                        2002     1.024           0.814         6,548,811   
                                                        2001     1.069           1.024         3,476,351   
                                                        2000     1.000           1.069             1,000   

   Emerging Growth Portfolio - Class II Shares (12/00)  2005     0.582           0.618         2,411,253   
                                                        2004     0.553           0.582         2,665,643   
                                                        2003     0.441           0.553         3,182,408   
                                                        2002     0.664           0.441         3,785,426   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                        YEAR       YEAR       END OF YEAR     END OF YEAR  
----------------------------------------------------         ----  -------------  -------------  ---------------
                                                                                                                
   Emerging Growth Portfolio - Class II Shares  (continued)  2001     0.986           0.664         2,180,793   
                                                             2000     1.000           0.986             4,000   

   Enterprise Portfolio - Class II Shares (12/00)            2005     0.688           0.731           547,127   
                                                             2004     0.672           0.688           697,334   
                                                             2003     0.542           0.672           732,809   
                                                             2002     0.781           0.542           592,082   
                                                             2001     0.997           0.781           522,639   
                                                             2000     1.000           0.997             2,000   

   Government Portfolio - Class II Shares (12/00)            2005     1.167           1.188         1,897,077   
                                                             2004     1.139           1.167         2,101,413   
                                                             2003     1.138           1.139         2,527,567   
                                                             2002     1.055           1.138         2,745,874   
                                                             2001     1.003           1.055         1,182,897   
                                                             2000     1.000           1.003             1,000   

   Growth and Income Portfolio - Class II Shares (12/00)     2005     1.143           1.237         1,761,528   
                                                             2004     1.016           1.143         1,883,798   
                                                             2003     0.807           1.016         2,004,484   
                                                             2002     0.960           0.807         2,048,852   
                                                             2001     1.036           0.960         1,495,065   
                                                             2000     1.000           1.036             2,000   

   Money Market Portfolio - Class II Shares (12/00)          2005     0.998           1.008         1,462,187   
                                                             2004     1.006           0.998         1,720,678   
                                                             2003     1.017           1.006         2,233,559   
                                                             2002     1.022           1.017         3,739,948   
                                                             2001     1.002           1.022         2,261,379   
                                                             2000     1.000           1.002             4,507   

Variable Insurance Products Fund                                                                                
   Contrafund(R) Portfolio - Service Class 2 (5/01)          2005     1.019           1.172        14,262,420   
                                                             2004     0.897           1.019        10,841,489   
                                                             2003     0.710           0.897        10,150,010   
                                                             2002     0.796           0.710         9,701,628   
                                                             2001     0.923           0.796         8,023,592   

   Mid Cap Portfolio - Service Class 2 (5/01)                2005     1.486           1.729         8,136,691   
                                                             2004     1.209           1.486         7,053,117   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                            UNIT VALUE AT                 NUMBER OF UNITS
                                                             BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                 YEAR       YEAR       END OF YEAR     END OF YEAR  
----------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                         
   Mid Cap Portfolio - Service Class 2  (continued)   2003      0.887          1.209         6,373,888   
                                                      2002      0.999          0.887         5,310,526   
                                                      2001      1.050          0.999         1,727,443   

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SEPARATE ACCOUNT CHARGES 1.60%

                                                        [Enlarge/Download Table]

                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                  YEAR       YEAR       END OF YEAR     END OF YEAR  
----------------------------------------------------   ----  -------------  -------------  ---------------
                                                                                                          
Janus Aspen Series                                                                                        
   Balanced Portfolio - Service Shares (5/00)          2005     0.997           1.056          255,617    
                                                       2004     0.935           0.997          253,885    
                                                       2003     0.836           0.935          258,345    
                                                       2002     0.910           0.836          349,207    
                                                       2001     1.000           0.910          334,095    

   Forty Portfolio - Service Shares (5/02)             2005     0.762           0.845           50,930    
                                                       2004     0.657           0.762           61,775    
                                                       2003     0.555           0.657           70,699    
                                                       2002     0.671           0.555           84,555    
                                                       2001     1.000           0.671           89,459    

   Mid Cap Value Portfolio - Service Shares (4/03)     2005     1.555           1.684           34,616    
                                                       2004     1.341           1.555           39,310    
                                                       2003     1.000           1.341           21,291    

   Worldwide Growth Portfolio - Service Shares (5/00)  2005     0.557           0.578          147,388    
                                                       2004     0.541           0.557          160,200    
                                                       2003     0.444           0.541          175,769    
                                                       2002     0.608           0.444          178,641    
                                                       2001     0.715           0.608          259,969    

Salomon Brothers Variable Series Funds Inc.                                                               
   All Cap Fund - Class I (10/98)                      2005     1.642           1.682          158,785    
                                                       2004     1.541           1.642          208,469    
                                                       2003     1.126           1.541          166,575    
                                                       2002     1.527           1.126          164,831    
                                                       2001     1.000           1.527          133,745    

   High Yield Bond Fund - Class I (8/98)               2005     1.486           1.518          140,238    
                                                       2004     1.359           1.486          116,317    
                                                       2003     1.112           1.359           47,341    
                                                       2002     1.053           1.112           24,066    
                                                       2001     1.000           1.053           29,395    

   Investors Fund - Class I (6/98)                     2005     1.301           1.364          283,213    
                                                       2004     1.198           1.301          327,409    
                                                       2003     0.920           1.198          333,678    

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                               BEGINNING OF  UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                   YEAR       YEAR       END OF YEAR     END OF YEAR  
-----------------------------------------------------   ----  -------------  -------------  ---------------
                                                                                                           
   Investors Fund - Class I  (continued)                2002     1.214           0.920          340,212    
                                                        2001     1.000           1.214          197,379    

   Small Cap Growth Fund - Class I (5/00)               2005     0.962           0.993          314,860    
                                                        2004     0.849           0.962          145,485    
                                                        2003     0.579           0.849           76,241    
                                                        2002     0.901           0.579          217,040    
                                                        2001     1.000           0.901           94,940    

   Strategic Bond Fund - Class I (8/98)                 2005     1.432           1.444          727,942    
                                                        2004     1.365           1.432          530,603    
                                                        2003     1.225           1.365          404,776    
                                                        2002     1.143           1.225          268,754    
                                                        2001     1.000           1.143          140,242    

The Travelers Series Trust                                                                                 
   Equity Income Portfolio (12/96)                      2005     1.796           1.847          196,100    
                                                        2004     1.661           1.796          109,068    
                                                        2003     1.287           1.661           74,811    
                                                        2002     1.519           1.287           64,328    
                                                        2001     1.000           1.519           89,211    

   Large Cap Portfolio (12/96)                          2005     1.424           1.523          151,394    
                                                        2004     1.358           1.424          121,374    
                                                        2003     1.107           1.358          108,069    
                                                        2002     1.457           1.107          108,235    
                                                        2001     1.635           1.457          138,251    

The Universal Institutional Funds, Inc.                                                                    
   Emerging Markets Equity Portfolio - Class I (11/98)  2005     1.310           1.726           43,292    
                                                        2004     1.081           1.310           23,461    
                                                        2003     0.734           1.081              731    
                                                        2002     0.819           0.734              733    
                                                        2001     1.000           0.819              735    

   Equity Growth Portfolio - Class I (5/00)             2005     0.636           0.725          102,506    
                                                        2004     0.600           0.636          125,606    
                                                        2003     0.488           0.600          117,008    
                                                        2002     0.687           0.488          118,634    
                                                        2001     1.000           0.687          110,211    

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                            UNIT VALUE AT                 NUMBER OF UNITS
                                                             BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                 YEAR       YEAR       END OF YEAR     END OF YEAR  
----------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                         
   Global Value Equity Portfolio - Class I (6/98)     2005       1.187         1.236           159,242   
                                                      2004       1.062         1.187            54,862   
                                                      2003       0.837         1.062            55,406   
                                                      2002       1.023         0.837            57,286   
                                                      2001       1.099         1.023            57,290   

   Mid Cap Growth Portfolio - Class I (5/00)          2005       0.678         0.784            52,422   
                                                      2004       0.566         0.678            52,464   
                                                      2003       0.406         0.566            49,055   
                                                      2002       0.599         0.406            52,286   
                                                      2001       1.000         0.599            79,193   

   Mid Cap Value Portfolio - Class I (6/98)           2005       1.430         1.581           149,205   
                                                      2004       1.268         1.430            96,441   
                                                      2003       0.911         1.268           114,640   
                                                      2002       1.286         0.911           112,891   
                                                      2001       1.000         1.286            56,627   

   Technology Portfolio - Class I (5/00)              2005       0.233         0.229            45,503   
                                                      2004       0.241         0.233            54,918   
                                                      2003       0.165         0.241            54,977   
                                                      2002       0.329         0.165            55,042   
                                                      2001       1.000         0.329           102,301   

   U.S. Real Estate Portfolio - Class I (10/98)       2005       2.097         2.416           150,766   
                                                      2004       1.562         2.097           112,073   
                                                      2003       1.154         1.562            57,724   
                                                      2002       1.182         1.154            58,205   
                                                      2001       1.103         1.182            41,338   

   Value Portfolio - Class I (7/98)                   2005       1.239         1.275           278,813   
                                                      2004       1.069         1.239            89,759   
                                                      2003       0.810         1.069            38,497   
                                                      2002       1.057         0.810            44,017   
                                                      2001       1.086         1.057            48,556   

Van Kampen Life Investment Trust                                                                         
   Comstock Portfolio - Class II Shares (12/00)       2005       1.206         1.235         1,538,394   
                                                      2004       1.043         1.206         1,249,226   
                                                      2003       0.811         1.043           523,532   

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                     YEAR       YEAR       END OF YEAR     END OF YEAR  
-------------------------------------------------------   ----  -------------  -------------  ---------------
                                                                                                             
   Comstock Portfolio - Class II Shares  (continued)      2002     1.023           0.811          511,591    
                                                          2001     1.000           1.023          554,533    

   Emerging Growth Portfolio - Class II Shares (12/00)    2005     0.578           0.612          585,109    
                                                          2004     0.550           0.578          526,243    
                                                          2003     0.440           0.550          240,400    
                                                          2002     0.663           0.440          204,548    
                                                          2001     1.000           0.663          196,322    

   Enterprise Portfolio - Class II Shares (12/00)         2005     0.682           0.724          147,901    
                                                          2004     0.668           0.682          156,937    
                                                          2003     0.540           0.668          159,587    
                                                          2002     0.779           0.540          162,175    
                                                          2001     1.000           0.779          249,534    

   Government Portfolio - Class II Shares (12/00)         2005     1.158           1.177          631,771    
                                                          2004     1.132           1.158          628,426    
                                                          2003     1.134           1.132          564,463    
                                                          2002     1.054           1.134          552,439    
                                                          2001     1.000           1.054          276,796    

   Growth and Income Portfolio - Class II Shares (12/00)  2005     1.135           1.225        1,420,782    
                                                          2004     1.010           1.135        1,227,385    
                                                          2003     0.804           1.010          858,078    
                                                          2002     0.958           0.804          830,360    
                                                          2001     1.000           0.958          653,059    

   Money Market Portfolio - Class II Shares (12/00)       2005     0.990           0.998        1,400,686    
                                                          2004     1.001           0.990          493,184    
                                                          2003     1.014           1.001          842,223    
                                                          2002     1.020           1.014          618,842    
                                                          2001     1.000           1.020          467,658    

Variable Insurance Products Fund                                                                             
   Contrafund(R) Portfolio - Service Class 2 (5/01)       2005     1.011           1.161        1,099,324    
                                                          2004     0.892           1.011          690,781    
                                                          2003     0.707           0.892          228,413    
                                                          2002     0.795           0.707          173,492    
                                                          2001     0.845           0.795           67,791    

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                                BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
                       PORTFOLIO NAME                    YEAR       YEAR       END OF YEAR     END OF YEAR  
-------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                            
   Mid Cap Portfolio - Service Class 2 (5/01)            2005     1.475           1.713          731,573    
                                                         2004     1.202           1.475          514,700    
                                                         2003     0.883           1.202           74,976    
                                                         2002     0.998           0.883           99,631    
                                                         2001     0.984           0.998            4,842    

 NOTES

The date next to each funding option's name reflects the date money first came  
into the funding option through the Separate Account.                           

Funding options not listed above had no amount allocated to them or were not    
available as of December 31, 2005.                                              

"Number of Units Outstanding at End of Year" may include units for              
Contracts Owners in payout phase, where appropriate.                            

If an accumulation unit value has no assets and units across all sub-accounts   
within the Separate Account, and has had no assets and units for the history    
displayed on the Condensed Financial Information in the past, then it may not be
displayed.                                                                      

Effective 04/18/2005: Janus Aspen Series Capital Appreciation Portfolio -       
Service Shares changed its name to Janus Aspen Series Forty Portfolio - Service 
Shares.                                                                         

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APPENDIX B
 CONDENSED FINANCIAL INFORMATION

METLIFE OF CT FUND ABD II FOR VARIABLE ANNUITIES
 ACCUMULATION UNIT VALUES (IN DOLLARS)

The following Accumulation Unit Value information should be read in conjunction 
with the Separate Account's audited financial statement and notes, which are    
included in the Statement of Additional Information.                            

SEPARATE ACCOUNT CHARGES 1.40%

                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                           
Janus Aspen Series                                                                                         
    Balanced Portfolio - Service Shares (5/01)          2005       1.004         1.066        12,042,861   
                                                        2004       0.941         1.004        13,862,916   
                                                        2003       0.839         0.941        15,303,712   
                                                        2002       0.911         0.839        15,615,585   
                                                        2001       0.972         0.911        12,635,819   

    Forty Portfolio - Service Shares (5/01)             2005       0.768         0.853         2,943,382   
                                                        2004       0.660         0.768         2,819,561   
                                                        2003       0.557         0.660         3,033,406   
                                                        2002       0.672         0.557         3,211,262   
                                                        2001       0.872         0.672         2,849,671   

    Mid Cap Value Portfolio - Service Shares (4/03)     2005       1.560         1.693           407,696   
                                                        2004       1.343         1.560           425,077   
                                                        2003       1.000         1.343           514,550   

    Worldwide Growth Portfolio - Service Shares (5/01)  2005       0.561         0.584        13,400,923   
                                                        2004       0.544         0.561        16,410,151   
                                                        2003       0.446         0.544        19,761,719   
                                                        2002       0.609         0.446        22,039,418   
                                                        2001       0.798         0.609        22,841,930   

Salomon Brothers Variable Series Funds Inc.                                                                
    All Cap Fund - Class I (5/98)                       2005       1.655         1.698        12,540,421   
                                                        2004       1.549         1.655        14,334,230   
                                                        2003       1.130         1.549        14,439,056   
                                                        2002       1.529         1.130        14,322,306   
                                                        2001       1.522         1.529        12,398,140   
                                                        2000       1.305         1.522         5,750,512   
                                                        1999       1.084         1.305         2,802,945   
                                                        1998       1.000         1.084         1,220,503   

    High Yield Bond Fund - Class I (5/98)               2005       1.497         1.533         3,145,687   
                                                        2004       1.367         1.497         3,553,979   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                           
    High Yield Bond Fund - Class I  (continued)         2003      1.116          1.367         3,858,963   
                                                        2002      1.055          1.116         3,974,358   
                                                        2001      1.017          1.055         3,941,691   
                                                        2000      1.032          1.017         3,132,176   
                                                        1999      0.991          1.032         3,085,254   
                                                        1998      1.000          0.991         2,965,625   

    Investors Fund - Class I (4/98)                     2005      1.311          1.377        14,063,167   
                                                        2004      1.204          1.311        16,356,631   
                                                        2003      0.923          1.204        18,163,714   
                                                        2002      1.216          0.923        19,758,109   
                                                        2001      1.287          1.216        19,646,073   
                                                        2000      1.132          1.287        12,889,045   
                                                        1999      1.029          1.132         8,670,638   
                                                        1998      1.000          1.029         3,232,444   

    Small Cap Growth Fund - Class I (5/01)              2005      0.969          1.002         5,020,579   
                                                        2004      0.853          0.969         5,707,331   
                                                        2003      0.581          0.853         6,425,059   
                                                        2002      0.903          0.581         5,433,439   
                                                        2001      0.987          0.903         4,642,573   

    Strategic Bond Fund - Class I (5/98)                2005      1.443          1.458         6,597,214   
                                                        2004      1.372          1.443         7,493,182   
                                                        2003      1.229          1.372         8,867,700   
                                                        2002      1.145          1.229         9,223,742   
                                                        2001      1.086          1.145         7,447,350   
                                                        2000      1.026          1.086         4,817,402   
                                                        1999      1.037          1.026         3,695,681   
                                                        1998      1.000          1.037         1,887,776   

The Travelers Series Trust                                                                                 
    Equity Income Portfolio (12/96)                     2005      1.810          1.864        23,418,224   
                                                        2004      1.670          1.810        28,399,295   
                                                        2003      1.291          1.670        31,475,807   
                                                        2002      1.521          1.291        34,048,347   
                                                        2001      1.652          1.521        37,812,927   
                                                        2000      1.535          1.652        37,849,058   

    Large Cap Portfolio (12/96)                         2005      1.435          1.538        16,715,712   
                                                        2004      1.366          1.435        20,122,965   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                           
    Large Cap Portfolio  (continued)                    2003      1.111          1.366        23,324,386   
                                                        2002      1.459          1.111        27,044,542   
                                                        2001      1.790          1.459        31,933,410   
                                                        2000      2.123          1.790        34,231,282   

The Universal Institutional Funds, Inc.                                                                    
    Emerging Markets Equity Portfolio - Class I (5/98)  2005      1.320          1.743         2,489,994   
                                                        2004      1.087          1.320         2,552,056   
                                                        2003      0.737          1.087         2,705,882   
                                                        2002      0.820          0.737         2,858,356   
                                                        2001      0.889          0.820         3,202,246   
                                                        2000      1.484          0.889         2,933,453   
                                                        1999      0.769          1.484         1,187,791   
                                                        1998      1.000          0.769           325,885   

    Equity Growth Portfolio - Class I (5/01)            2005      0.641          0.732         4,454,022   
                                                        2004      0.603          0.641         4,784,449   
                                                        2003      0.490          0.603         5,388,525   
                                                        2002      0.688          0.490         5,699,969   
                                                        2001      0.823          0.688         5,808,229   

    Global Value Equity Portfolio - Class I (5/98)      2005      1.196          1.248         8,918,279   
                                                        2004      1.068          1.196         9,140,860   
                                                        2003      0.840          1.068         8,860,358   
                                                        2002      1.025          0.840         8,455,101   
                                                        2001      1.118          1.025         8,990,510   
                                                        2000      1.017          1.118         7,845,996   
                                                        1999      0.991          1.017         4,937,653   
                                                        1998      1.000          0.991         2,791,215   

    Mid Cap Growth Portfolio - Class I (5/00)           2005      0.683          0.792         5,859,271   
                                                        2004      0.569          0.683         6,724,903   
                                                        2003      0.407          0.569         7,412,502   
                                                        2002      0.600          0.407         7,622,040   
                                                        2001      0.861          0.600         7,985,971   

    Mid Cap Value Portfolio - Class I (5/98)            2005      1.441          1.596         8,014,319   
                                                        2004      1.275          1.441         9,723,982   
                                                        2003      0.914          1.275        10,712,032   
                                                        2002      1.288          0.914        11,612,663   
                                                        2001      1.348          1.288        12,284,770   

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SEPARATE ACCOUNT CHARGES 1.40% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                               BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                         YEAR      YEAR        END OF YEAR     END OF YEAR  
------------------------------------------------------   ----  -------------  -------------  ---------------
                                                                                                            
    Mid Cap Value Portfolio - Class I  (continued)       2000      1.235          1.348         9,721,232   
                                                         1999      1.042          1.235         5,752,898   
                                                         1998      1.000          1.042         3,208,568   

    Technology Portfolio - Class I (5/00)                2005      0.235          0.231         7,863,792   
                                                         2004      0.242          0.235         8,801,098   
                                                         2003      0.166          0.242         9,251,977   
                                                         2002      0.330          0.166        11,141,281   
                                                         2001      0.654          0.330        12,911,565   

    U.S. Real Estate Portfolio - Class I (5/98)          2005      2.113          2.439         2,353,839   
                                                         2004      1.571          2.113         2,646,648   
                                                         2003      1.158          1.571         3,061,310   
                                                         2002      1.184          1.158         3,294,235   
                                                         2001      1.093          1.184         3,245,254   
                                                         2000      0.866          1.093         2,626,035   
                                                         1999      0.909          0.866         1,437,131   
                                                         1998      1.000          0.909           693,461   

    Value Portfolio - Class I (5/98)                     2005      1.249          1.288         9,540,783   
                                                         2004      1.075          1.249        10,748,230   
                                                         2003      0.813          1.075        11,279,463   
                                                         2002      1.059          0.813        12,016,877   
                                                         2001      1.050          1.059        12,306,001   
                                                         2000      0.852          1.050         9,127,020   
                                                         1999      0.880          0.852         6,166,448   
                                                         1998      1.000          0.880         2,812,523   

Van Kampen Life Investment Trust                                                                            
    Comstock Portfolio - Class II Shares (12/00)         2005      1.215          1.247        13,425,577   
                                                         2004      1.049          1.215        13,686,038   
                                                         2003      0.814          1.049        13,579,574   
                                                         2002      1.024          0.814        13,051,055   
                                                         2001      1.069          1.024         8,766,086   
                                                         2000      1.000          1.069             5,863   

    Emerging Growth Portfolio - Class II Shares (12/00)  2005      0.582          0.618         4,942,343   
                                                         2004      0.553          0.582         5,149,205   
                                                         2003      0.441          0.553         5,527,661   
                                                         2002      0.664          0.441         6,091,660   

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                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                           
    Emerging Growth Portfolio - Class II Shares                                                            
    (continued)                                         2001      0.986          0.664         4,736,674   
                                                        2000      1.000          0.986            35,033   

    Enterprise Portfolio - Class II Shares (12/00)      2005      0.688          0.731         2,200,874   
                                                        2004      0.672          0.688         2,353,680   
                                                        2003      0.542          0.672         2,465,279   
                                                        2002      0.781          0.542         2,652,351   
                                                        2001      0.997          0.781         2,530,977   
                                                        2000      1.000          0.997             1,594   

    Government Portfolio - Class II Shares (1/01)       2005      1.167          1.188         5,298,590   
                                                        2004      1.139          1.167         6,626,984   
                                                        2003      1.138          1.139         8,740,677   
                                                        2002      1.055          1.138        11,804,308   
                                                        2001      1.000          1.055         5,139,233   

    Growth and Income Portfolio - Class II Shares                                                          
    (12/00)                                             2005      1.143          1.237         7,919,909   
                                                        2004      1.016          1.143         7,914,598   
                                                        2003      0.807          1.016         8,572,807   
                                                        2002      0.960          0.807         8,347,922   
                                                        2001      1.036          0.960         7,010,204   
                                                        2000      1.000          1.036            38,789   

    Money Market Portfolio - Class II Shares (1/01)     2005      0.998          1.008         3,787,053   
                                                        2004      1.006          0.998         4,311,640   
                                                        2003      1.017          1.006         5,944,610   
                                                        2002      1.022          1.017         8,415,892   
                                                        2001      1.002          1.022         7,227,474   
                                                        2000      1.000          1.002                 -   

Variable Insurance Products Fund                                                                           
    Contrafund(R) Portfolio - Service Class 2 (5/01)    2005      1.019          1.172        14,943,854   
                                                        2004      0.897          1.019        13,917,723   
                                                        2003      0.710          0.897        12,297,582   
                                                        2002      0.796          0.710        10,767,860   
                                                        2001      0.923          0.796         8,215,904   

    Mid Cap Portfolio - Service Class 2 (5/01)          2005      1.486          1.729         7,176,700   
                                                        2004      1.209          1.486         6,512,470   
                                                        2003      0.887          1.209         5,739,048   

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                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS 
                                                              BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT  
                  PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR   
------------------------------------------------------  ----  -------------  -------------  ----------------
                                                                                                            
    Mid Cap Portfolio - Service Class 2  (continued)    2002      0.999          0.887        4,832,433     
                                                        2001      1.050          0.999        1,308,941     

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                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                           
Janus Aspen Series                                                                                         
    Balanced Portfolio - Service Shares (5/01)          2005      0.997          1.056         1,560,916   
                                                        2004      0.935          0.997         1,878,827   
                                                        2003      0.836          0.935         1,994,391   
                                                        2002      0.910          0.836         1,889,750   
                                                        2001      1.000          0.910         1,393,717   

    Forty Portfolio - Service Shares (5/01)             2005      0.762          0.845           527,916   
                                                        2004      0.657          0.762           728,744   
                                                        2003      0.555          0.657           853,606   
                                                        2002      0.671          0.555           930,399   
                                                        2001      1.000          0.671           989,729   

    Mid Cap Value Portfolio - Service Shares (4/03)     2005      1.555          1.684           230,382   
                                                        2004      1.341          1.555           278,992   
                                                        2003      1.000          1.341           216,364   

    Worldwide Growth Portfolio - Service Shares (5/01)  2005      0.557          0.578         1,804,628   
                                                        2004      0.541          0.557         1,998,456   
                                                        2003      0.444          0.541         2,077,643   
                                                        2002      0.608          0.444         2,427,740   
                                                        2001      1.000          0.608         2,406,047   

Salomon Brothers Variable Series Funds Inc.                                                                

    All Cap Fund - Class I (5/98)                       2005      1.642          1.682         1,517,564   
                                                        2004      1.541          1.642         1,977,712   
                                                        2003      1.126          1.541         1,992,931   
                                                        2002      1.527          1.126         1,870,724   
                                                        2001      1.000          1.527         1,558,759   

    High Yield Bond Fund - Class I (5/98)               2005      1.486          1.518           655,743   
                                                        2004      1.359          1.486           685,909   
                                                        2003      1.112          1.359           682,405   
                                                        2002      1.053          1.112         1,031,454   
                                                        2001      1.000          1.053           540,917   

    Investors Fund - Class I (4/98)                     2005      1.301          1.364           841,876   
                                                        2004      1.198          1.301         1,246,041   
                                                        2003      0.920          1.198         1,357,363   

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                           
    Investors Fund - Class I  (continued)               2002      1.214          0.920         1,382,902   
                                                        2001      1.000          1.214         1,037,329   

    Small Cap Growth Fund - Class I (5/01)              2005      0.962          0.993         1,185,060   
                                                        2004      0.849          0.962         1,656,152   
                                                        2003      0.579          0.849         1,407,085   
                                                        2002      0.901          0.579         1,204,866   
                                                        2001      1.000          0.901           940,675   

    Strategic Bond Fund - Class I (5/98)                2005      1.432          1.444         1,716,204   
                                                        2004      1.365          1.432         1,787,651   
                                                        2003      1.225          1.365         2,044,701   
                                                        2002      1.143          1.225         1,831,758   
                                                        2001      1.000          1.143         1,288,247   

The Travelers Series Trust                                                                                 
    Equity Income Portfolio (12/96)                     2005      1.796          1.847         2,679,097   
                                                        2004      1.661          1.796         2,862,543   
                                                        2003      1.287          1.661         2,428,341   
                                                        2002      1.519          1.287         1,313,576   
                                                        2001      1.000          1.519           841,328   

    Large Cap Portfolio (12/96)                         2005      1.424          1.523         2,173,741   
                                                        2004      1.358          1.424         2,272,925   
                                                        2003      1.107          1.358         2,003,732   
                                                        2002      1.457          1.107           697,276   
                                                        2001      1.000          1.457           580,647   

The Universal Institutional Funds, Inc.                                                                    

    Emerging Markets Equity Portfolio - Class I (5/98)  2005      1.310          1.726           563,442   
                                                        2004      1.081          1.310           535,835   
                                                        2003      0.734          1.081           357,094   
                                                        2002      0.819          0.734           287,955   
                                                        2001      1.000          0.819           237,107   

    Equity Growth Portfolio - Class I (5/01)            2005      0.636          0.725         1,534,336   
                                                        2004      0.600          0.636         1,920,269   
                                                        2003      0.488          0.600         1,958,864   
                                                        2002      0.687          0.488         2,003,520   
                                                        2001      1.000          0.687         1,876,512   

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                           
    Global Value Equity Portfolio - Class I (5/98)      2005      1.187          1.236         1,345,724   
                                                        2004      1.062          1.187         1,394,304   
                                                        2003      0.837          1.062         1,309,084   
                                                        2002      1.023          0.837           916,129   
                                                        2001      1.000          1.023           738,742   

    Mid Cap Growth Portfolio - Class I (5/00)           2005      0.678          0.784         1,284,549   
                                                        2004      0.566          0.678         1,508,009   
                                                        2003      0.406          0.566         1,581,703   
                                                        2002      0.599          0.406         1,441,012   
                                                        2001      1.000          0.599         1,418,290   

    Mid Cap Value Portfolio - Class I (5/98)            2005      1.430          1.581         2,042,867   
                                                        2004      1.268          1.430         2,158,061   
                                                        2003      0.911          1.268         2,146,023   
                                                        2002      1.286          0.911         2,390,330   
                                                        2001      1.000          1.286         2,072,609   

    Technology Portfolio - Class I (5/00)               2005      0.233          0.229         2,589,927   
                                                        2004      0.241          0.233         2,127,469   
                                                        2003      0.165          0.241         2,192,864   
                                                        2002      0.329          0.165         2,271,230   
                                                        2001      1.000          0.329         2,263,429   

    U.S. Real Estate Portfolio - Class I (5/98)         2005      2.097          2.416         1,011,484   
                                                        2004      1.562          2.097         1,026,878   
                                                        2003      1.154          1.562           950,009   
                                                        2002      1.182          1.154           624,366   
                                                        2001      1.000          1.182           575,965   

    Value Portfolio - Class I (5/98)                    2005      1.239          1.275         1,884,927   
                                                        2004      1.069          1.239         1,967,470   
                                                        2003      0.810          1.069         1,993,563   
                                                        2002      1.057          0.810         1,895,147   
                                                        2001      1.000          1.057         1,524,824   

Van Kampen Life Investment Trust                                                                           
    Comstock Portfolio - Class II Shares (12/00)        2005      1.206          1.235         7,572,323   
                                                        2004      1.043          1.206         7,975,332   
                                                        2003      0.811          1.043         7,388,884   

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                               UNIT VALUE AT                 NUMBER OF UNITS
                                                               BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                         YEAR      YEAR        END OF YEAR     END OF YEAR  
------------------------------------------------------   ----  -------------  -------------  ---------------
                                                                                                            
    Comstock Portfolio - Class II Shares  (continued)    2002      1.023          0.811         7,429,824   
                                                         2001      1.000          1.023         5,630,049   

    Emerging Growth Portfolio - Class II Shares (12/00)  2005      0.578          0.612         2,913,754   
                                                         2004      0.550          0.578         3,291,086   
                                                         2003      0.440          0.550         3,887,086   
                                                         2002      0.663          0.440         3,634,609   
                                                         2001      1.000          0.663         2,877,751   

    Enterprise Portfolio - Class II Shares (12/00)       2005      0.682          0.724         1,065,820   
                                                         2004      0.668          0.682         1,379,986   
                                                         2003      0.540          0.668         1,356,878   
                                                         2002      0.779          0.540         1,392,298   
                                                         2001      1.000          0.779         1,289,753   

    Government Portfolio - Class II Shares (1/01)        2005      1.158          1.177         2,811,118   
                                                         2004      1.132          1.158         3,070,247   
                                                         2003      1.134          1.132         3,821,441   
                                                         2002      1.054          1.134         5,757,865   
                                                         2001      1.000          1.054         2,195,620   

    Growth and Income Portfolio - Class II Shares                                                           
    (12/00)                                              2005      1.135          1.225         5,775,534   
                                                         2004      1.010          1.135         6,093,809   
                                                         2003      0.804          1.010         5,580,363   
                                                         2002      0.958          0.804         4,273,357   
                                                         2001      1.000          0.958         3,526,966   

    Money Market Portfolio - Class II Shares (1/01)      2005      0.990          0.998         2,818,612   
                                                         2004      1.001          0.990         3,273,695   
                                                         2003      1.014          1.001         3,295,551   
                                                         2002      1.020          1.014         4,565,764   
                                                         2001      1.000          1.020         2,802,694   

Variable Insurance Products Fund                                                                            

    Contrafund(R) Portfolio - Service Class 2 (5/01)     2005      1.011          1.161         4,280,283   
                                                         2004      0.892          1.011         3,647,076   
                                                         2003      0.707          0.892         2,833,494   
                                                         2002      0.795          0.707         1,448,191   
                                                         2001      1.000          0.795           812,432   

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                              UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                           
Mid Cap Portfolio - Service Class 2 (5/01)              2005      1.475          1.713         1,536,520   
                                                        2004      1.202          1.475         1,257,903   
                                                        2003      0.883          1.202         1,033,765   
                                                        2002      0.998          0.883           645,680   
                                                        2001      1.000          0.998           422,120   

 NOTES

The date next to each funding option's name reflects the date money first came  
into the funding option through the Separate Account.                           

Funding options not listed above had no amount allocated to them or were not    
available as of December 31, 2005.                                              

"Number of Units Outstanding at End of Year" may include units for Contracts    
Owners in payout phase, where appropriate.                                      

If an accumulation unit value has no assets and units across all sub-accounts   
within the Separate Account, and has had no assets and units for the history    
displayed on the Condensed Financial Information in the past, then it may not be
displayed.                                                                      

Effective 04/18/2005: Janus Aspen Series Capital Appreciation Portfolio -       
Service Shares changed its name to Janus Aspen Series Forty Portfolio - Service 
Shares.                                                                         

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APPENDIX C

 THE FIXED ACCOUNT

The Fixed Account is part of the Company's general account assets. These general
account assets include all assets of the Company other than those held in the   
separate accounts sponsored by the Company or its affiliates.                   

The staff of the SEC does not generally review the disclosure in the prospectus 
relating to the Fixed Account. Disclosure regarding the Fixed Account and the   
general account may, however, be subject to certain provisions of the federal   
securities laws relating to the accuracy and completeness of statements made in 
the prospectus.                                                                 

Under the Fixed Account, the Company assumes the risk of investment gain or     
loss, guarantees a specified interest rate, and guarantees a specified periodic 
annuity payment. The investment gain or loss of the Separate Account or any of  
the funding options does not affect the Fixed Account Contract Value, or the    
dollar amount of fixed annuity payments made under any payout option.           

We guarantee that, at any time, the Fixed Account Contract Value will not be    
less than the amount of the Purchase Payments allocated to the Fixed Account,   
plus interest credited as described below, less any applicable premium taxes or 
prior withdrawals.                                                              

Purchase Payments allocated to the Fixed Account and any transfers made to the  
Fixed Account become part of the Company's general account, which supports      
insurance and annuity obligations. The general account and any interest therein 
is not registered under, or subject to the provisions of, the Securities Act of 
1933 or Investment Company Act of 1940. We will invest the assets of the Fixed  
Account at our discretion. Investment income from such Fixed Account assets will
be allocated to us and to the Contracts participating in the Fixed Account.     

Investment income from the Fixed Account allocated to us includes compensation  
for mortality and expense risks borne by us in connection with Fixed Account    
Contracts. The amount of such investment income allocated to the Contracts will 
vary from year to year in our sole discretion at such rate or rates as we       
prospectively declare from time to time.                                        

We guarantee the initial rate for any allocations into the Fixed Account for one
year from the date of such allocation. We guarantee subsequent renewal rates for
the calendar quarter. We also guarantee that for the life of the Contract we    
will credit interest at not less than 3% per year. We will determine any        
interest we credit to amounts allocated to the Fixed Account in excess of 3% per
year in our sole discretion. You assume the risk that interest credited to the  
Fixed Account may not exceed the minimum guarantee of 3% for any given year.    

TRANSFERS                                                                       

You may make transfers from the Fixed Account to any available variable funding 
option(s) twice a year during the 30 days following the semiannual anniversary  
of the contract date. We limit transfers to an amount of up to 15% of the Fixed 
Account Contract Value on the semiannual Contract date anniversary. (This       
restriction does not apply to transfers under the Dollar Cost Averaging         
Program.) Amounts previously transferred from the Fixed Account to variable     
funding options may not be transferred back to the Fixed Account for a period of
at least six months from the date of transfer. We reserve the right to waive    
either of these restrictions.                                                   

Automated transfers from the Fixed Account to any of the variable funding       
options may begin at any time. Automated transfers from the Fixed Account may   
not deplete your Fixed Account value in a period of less than twelve months from
your enrollment in the Dollar Cost Averaging Program.                           

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APPENDIX D

 CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information and  
financial statements relating to MetLife Insurance Company of Connecticut or    
MetLife Life and Annuity Company of Connecticut. A list of the contents of the  
Statement of Additional Information is set forth below:                         

   The Insurance Company
   Principal Underwriter
                               Distribution and Principal Underwriting Agreement
 Valuation of Assets
        Federal Tax Considerations
                           Independent Registered Public Accounting Firm
             Condensed Financial Information
  Financial Statements

Copies of the Statement of Additional Information dated May 1, 2006 are         
available without charge. To request a copy, please clip this coupon on the line
above, enter your name and address in the spaces provided below, and mail to:   
MetLife Insurance Company of Connecticut/MetLife Life and Annuity Company of    
Connecticut, One Cityplace, 185 Asylum Street, 3 CP, Hartford, Connecticut      
06103-3415. For the MetLife Insurance Company of Connecticut Statement of       
Additional Information please request MIC-Book-06-07-10-11 and for the MetLife  
Life and Annuity Company of Connecticut Statement of Additional Information     
please request MLAC-Book-06-07-10-11.                                           

Name:     ________________________________                                      

Address:  ________________________________                                      

________________________________                            

Check Box:                                                                      

[ ] MIC-Book-06-07-10-11                                                        

[ ] MLAC Book-06-07-10-11                                                       

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Book 11                                                            May 1, 2006  

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 PORTFOLIO ARCHITECT
PORTFOLIO ARCHITECT SELECT
PREMIER ADVISERS

 STATEMENT OF ADDITIONAL INFORMATION

 DATED

 MAY 1, 2006

 FOR

 METLIFE OF CT FUND ABD FOR VARIABLE ANNUITIES

   ISSUED BY

 METLIFE INSURANCE COMPANY OF CONNECTICUT*

This Statement of Additional Information ("SAI") is not a prospectus but relates
to, and should be read in conjunction with, the Individual Variable Annuity     
Contract Prospectus dated May 1, 2006. A copy of the Prospectus may be obtained 
by writing to MetLife Insurance Company of Connecticut, Annuity Investor        
Services, One Cityplace, Hartford, Connecticut 06103-3415, or by calling (800)  
842-9325 or by accessing the Securities and Exchange Commission's website at    
http://www.sec.gov.                                                             

 TABLE OF CONTENTS

                                                                [Download Table]
                                                              
THE INSURANCE COMPANY....................................    2
PRINCIPAL UNDERWRITER....................................    2
DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT........    2
VALUATION OF ASSETS......................................    3
FEDERAL TAX CONSIDERATIONS...............................    5
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM............    9
CONDENSED FINANCIAL INFORMATION..........................   10
FINANCIAL STATEMENTS.....................................    1

* The Travelers Insurance Company has filed for approval to change its name to  
MetLife Insurance Company of Connecticut. The change will be effective May 1,   
2006 pending regulatory approval. You will receive a contract endorsement       
notifying you of the name change once it has occurred.                          

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THE INSURANCE COMPANY                                                           

MetLife Insurance Company of Connecticut (formerly The Travelers Insurance      
Company) (the "Company") is a stock insurance company chartered in 1863 in      
Connecticut and continuously engaged in the insurance business since that time. 
The Company is licensed to conduct life insurance business in all states of the 
United States, the District of Columbia, Puerto Rico, Guam, the U.S. and British
Virgin Islands and the Bahamas. The Company is a wholly-owned subsidiary of     
MetLife, Inc., a publicly traded company. MetLife, Inc., through its            
subsidiaries and affiliates, is a leading provider of insurance and other       
financial services to individual and institutional customers. The Company's Home
Office is located at One Cityplace, Hartford, Connecticut 06103-3415.           

STATE REGULATION. The Company is subject to the laws of the state of Connecticut
governing insurance companies and to regulation by the Insurance Commissioner of
the state of Connecticut (the "Commissioner"). An annual statement covering the 
operations of the Company for the preceding year, as well as its financial      
conditions as of December 31 of such year, must be filed with the Commissioner  
in a prescribed format on or before March 1 of each year. The Company's books   
and assets are subject to review or examination by the Commissioner or his      
agents at all times, and a full examination of its operations is conducted at   
least once every four years.                                                    

The Company is also subject to the insurance laws and regulations of all other  
states in which it is licensed to operate. However, the insurance departments of
each of these states generally apply the laws of the home state (jurisdiction of
domicile) in determining the field of permissible investments.                  

THE SEPARATE ACCOUNT. MetLife of CT Fund ABD for Variable Annuities (the        
"Separate Account") meets the definition of a separate account under the federal
securities laws, and complies with the provisions of the 1940 Act. Additionally,
the operations of the Separate Account are subject to the provisions of Section 
38a-433 of the Connecticut General Statutes, which authorizes the Commissioner  
to adopt regulations under it. Section 38a-433 contains no restrictions on the  
investments of the Separate Account, and the Commissioner has adopted no        
regulations under the Section that affect the Separate Account. The Company     
holds title to the assets of the Separate Account. The assets are kept          
physically segregated and are held separate and apart from the Company's general
corporate assets. Records are maintained of all purchases and redemptions of the
Underlying Funds held in each of the Variable Funding Options.                  

 PRINCIPAL UNDERWRITER

MLI Distribution LLC ("MLIDLLC") (formerly Travelers Distribution LLC) serves as
principal underwriter for the Separate Account and the Contracts. The offering  
is continuous. MLIDLLC's principal executive offices are located at One         
Cityplace, Hartford, Connecticut. MLIDLLC is affiliated with the Company and the
Separate Account.                                                               

 DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT

Information about the distribution of the Contracts is contained in the         
prospectus (see "Other Information - Distribution of the Variable Annuity       
Contracts"). Additional information is provided below.                          

Under the terms of the Distribution and Principal Underwriting Agreement among  
the Separate Account, MLIDLLC and the Company, MLIDLLC acts as agent for the    
distribution of the Contracts and as principal underwriter for the Contracts.   
The Company reimburses MLIDLLC for certain sales and overhead expenses connected
with sales functions.                                                           

The following table shows the amount of commissions paid to and the amount of   
commissions retained by MLIDLLC over the past three years.                      

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MLIDLLC Underwriting Commissions

                                                                [Download Table]

      UNDERWRITING COMMISSIONS PAID TO  AMOUNT OF UNDERWRITING COMMISSIONS
YEAR        MLIDLLC BY THE COMPANY               RETAINED BY MLIDLLC      
                                                                          
2005         $  132,588,671                            $0                 

2004         $  132,410,000                            $0                 

2003         $   73,233,000                            $0                 

The Company and MLIDLLC have also entered into preferred distribution           
arrangements with certain broker-dealer firms. These arrangements are sometimes 
called "shelf space" arrangements. Under these arrangements, the Company and    
MLIDLLC pay separate, additional compensation to the broker-dealer firms for    
services the broker-dealer firms provide in connection with the distribution of 
the Company's products. These services may include providing the Company with   
access to the distribution network of the broker-dealer firms, the hiring and   
training of the broker-dealer firms' sales personnel, the sponsoring of         
conferences and seminars by the broker-dealer firms, or general marketing       
services performed by the broker-dealer firms. The broker-dealer firms may also 
provide other services or incur other costs in connection with distributing the 
Company's products.                                                             

These preferred distribution arrangements will not be offered to all            
broker-dealer firms and the terms of such arrangements may differ between       
broker-dealer firms. Compensation payable under such arrangements may be based  
on aggregate, net or anticipated sales of the Contract, total assets            
attributable to sales of the Contract by registered representatives of the      
broker-dealer firms or based on the length of time that a Contract owner has    
owned the Contract. Any such compensation payable to a broker-dealer firm will  
be made by MLIDLLC or the Company out of their own assets and will not result in
any additional direct charge to you. Such compensation may cause the            
broker-dealer firms and their registered representatives to favor the Company's 
products. The amount of additional compensation (non-commission amounts) paid to
selected broker-dealer firms during 2005 ranged from $3,366,257 to $8,402. The  
amount of commissions paid to selected broker-dealer firms during 2005 ranged   
from $29,851,648 to $438,893. The amount of total compensation (includes        
non-commission as well as commission amounts) paid to selected broker-dealer    
firms during 2005 ranged from $33,217,905 to $273,717.                          

The following list sets forth the names of broker-dealer firms that have entered
into preferred distribution arrangements with the Company and MLIDLLC under     
which the broker-dealer firms received additional compensation in 2005 in       
connection with the sale of our variable annuity contracts, variable life       
policies and other insurance products (including the Contracts). The            
broker-dealer firms are listed in alphabetical order:                           

AIG Advisor Group (including Advantage Capital Corporation, FSC Securities      
Corporation, Royal Alliance Associates, Inc., Sentra Securities Corporation,    
Spelman & Co., Inc. and SunAmerica Securities,                                  
Inc.                                                                            
Linsco/Private Ledger                                                           
Merrill Lynch, Pierce, Fenner & Smith, Incorporated                             
Morgan Stanley DW, Inc.                                                         
Pioneer Funds Distributor, Inc.                                                 
PFS Investments, Inc. (d/b/a/ Primerica)                                        
DWS Scudder Distributors, Inc.                                                  
Citigroup Global Markets Inc. (d/b/a/ Smith Barney)                             
Tower Square Securities, Inc.                                                   

There are other broker-dealer firms 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.                                                           

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REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE. We may reduce or eliminate   
the withdrawal charge under the Contract when certain sales or administration of
the Contract result in savings or reduced expenses and/or risks. We will not    
reduce or eliminate the withdrawal charge where such reduction or elimination   
would be unfairly discriminatory to any person.                                 

 VALUATION OF ASSETS

FUNDING OPTIONS. The value of the assets of each Funding Option is determined at
4:00 p.m. eastern time on each business day, unless we need to close earlier due
to an emergency. A business day is any day the New York Stock Exchange is open. 
It is expected that the Exchange will be closed on Saturdays and Sundays and on 
the observed holidays of New Year's Day, Martin Luther King, Jr. Day,           
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,        
Thanksgiving Day and Christmas Day. Each security traded on a national          
securities exchange is valued at the last reported sale price on the business   
day. If there has been no sale on that day, then the value of the security is   
taken to be the mean between the reported bid and asked prices on the business  
day or on the basis of quotations received from a reputable broker or any other 
recognized source.                                                              

THE CONTRACT VALUE: The value of an Accumulation Unit on any business day is    
determined by multiplying the value on the preceding business day by the net    
investment factor for the valuation period just ended. The net investment factor
is used to measure the investment performance of a Funding Option from one      
valuation period to the next. The net investment factor for a Funding Option for
any valuation period is equal to the sum of 1.000000 plus the net investment    
rate (the gross investment rate less any applicable Funding Option deductions   
during the valuation period relating to the mortality and expense risk charge   
and the administrative expense charge). The gross investment rate of a Funding  
Option is equal to (a) minus (b), divided by (c) where:                         

      (a) = investment income plus capital gains and losses (whether realized or
unrealized);                                                              

(b) = any deduction for applicable taxes (presently zero); and      

   (c) = the value of the assets of the funding option at the beginning of
the valuation period.                                                     

The gross investment rate may be either positive or negative. A Funding Option's
investment income includes any distribution whose ex-dividend date occurs during
the valuation period.                                                           

ACCUMULATION UNIT VALUE. The value of the Accumulation Unit for each Funding    
Option was initially established at $1.00. The value of an Accumulation Unit on 
any business day is determined by multiplying the value on the preceding        
business day by the net investment factor for the valuation period just ended.  
The net investment factor is calculated for each Funding Option and takes into  
account the investment performance, expenses and the deduction of certain       
expenses.                                                                       

ANNUITY UNIT VALUE. The initial Annuity Unit value applicable to each Funding   
Option was established at $1.00. An Annuity Unit value as of any business day is
equal to (a) the value of the Annuity Unit on the preceding business day,       
multiplied by (b) the corresponding net investment factor for the business day  
just ended, divided by (c) the assumed net investment factor for the valuation  
period. (For example, the assumed net investment factor based on an annual      
assumed net investment rate of 3.0% for a valuation period of one day is        
1.000081 and, for a period of two days, is 1.000081 x 1.000081.)                

 CALCULATION OF MONEY MARKET YIELD

From time to time, we may quote in advertisements and sales literature the      
adjusted and unadjusted effective yield for a money market Subaccount for a     
7-day period, as described below. On a Contract-specific basis, the effective   
yield is computed at each month-end according to the following formula:         

 EffectiveYield = ((BaseReturn + 1) to the power of (365 / 7)) - 1

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Where:                                                                          

BaseReturn = (AUVChange - ContractChargeAdjustment) / PriorAUV.                 
AUVChange = CurrentAUV -- PriorAUV.                                             
ContractChargeAdjustment = AverageAUV * Period Charge.                          
AverageAUV = (CurrentAUV + PriorAUV) / 2.                                       
PeriodCharge = AnnualContractFee * (7/365).                                     
PriorAUV = Unit value as of 7 days prior.                                       
CurrentAUV = Unit value as of the reporting period (last day of the month).     

We may also quote the effective yield of a money market Subaccount for the same 
7-day period, determined on an unadjusted basis (which does not deduct          
Contract-level charges), according to the same formula but where:               

BaseReturn = AUVChange / PriorAUV                                               

Because of the charges and deductions imposed under the Contract, the yield for 
the Subaccount will be lower than the yield for the corresponding Underlying    
Fund. The yields on amounts held in the Subaccount normally will fluctuate on a 
daily basis. Therefore, the disclosed yield for any given past period is not an 
indication or representation of future yields or rates of return. The actual    
yield for the Subaccount is affected by changes in interest rates on money      
market securities, average portfolio maturity of the Underlying Fund, the types 
and qualities of portfolio securities held by the Underlying Fund, and the      
Underlying Fund's operating expenses. Yields on amounts held in the Subaccount  
may also be presented for periods other than a 7-day period.                    

FEDERAL TAX CONSIDERATIONS

The following description of the federal income tax consequences under this     
Contract is general in nature and is therefore not exhaustive and is not        
intended to cover all situations. Because of the complexity of the law and the  
fact that the tax results will vary according to the factual status of the      
individual involved, a person contemplating purchase of an annuity contract and 
by a Contract Owner or beneficiary who may make elections under a Contract      
should consult with a qualified tax or legal adviser.                           

FOREIGN TAX CREDIT                                                              

To the extent permitted under federal income tax law, the Separate Account may  
claim the benefit of certain tax credits attributable to taxes paid by certain  
of the Portfolios to foreign jurisdictions.                                     

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS                                     

Federal tax law requires that minimum annual distributions begin by April 1st of
the calendar year following the later of calendar year in which a participant   
under a qualified plan or a Section 403(b) annuity attains age 70 1/2 or        
retires. Minimum annual distributions under an IRA must begin by April 1st of   
the calendar year in which the Contract Owner attains 70 1/2 regardless of when 
he or she retires. Distributions must also begin or be continued according to   
the minimum distribution rules under the Code following the death of the        
Contract Owner or the annuitant. You should note that the U.S. Treasury recently
issued regulations clarifying the operation of the required minimum distribution
rules.                                                                          

NONQUALIFIED ANNUITY CONTRACTS                                                  

Individuals may purchase tax-deferred annuities without any limits. The purchase
payments receive no tax benefit, deduction or deferral, but taxes on the        
increases in the value of the contract are generally deferred until distribution
and transfers between the various investment options are not subject to tax.    
Generally, if an annuity contract is owned by other than an individual (or an   
entity such as a trust or other "look-through" entity which owns for an         
individual's benefit), the owner will                                           

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be taxed each year on the increase in the value of the contract. An exception   
applies for purchase payments made before March 1, 1986. The benefits of tax    
deferral of income earned under a non-qualified annuity should be compared with 
the relative federal tax rates on income from other types of investments        
(dividends and capital gains, taxable at 15% or less) relative to the ordinary  
income treatment received on annuity income and interest received on fixed      
instruments (notes, bonds, etc.).                                               

If two or more annuity contracts are purchased from the same insurer within the 
same calendar year, such annuity contract will be aggregated for federal income 
tax purposes. As a result, distributions from any of them will be taxed based   
upon the amount of income in all of the same calendar year series of annuities. 
This will generally have the effect of causing taxes to be paid sooner on the   
deferred gain in the contracts.                                                 

Those receiving partial distributions made before the maturity date will        
generally be taxed on an income-first basis to the extent of income in the      
contract. If you are exchanging another annuity contract for this annuity,      
certain pre-August 14, 1982 deposits into an annuity contract that have been    
placed in the contract by means of a tax-deferred exchange under Section 1035 of
the Code may be withdrawn first without income tax liability. This information  
on deposits must be provided to the Company by the other insurance company at   
the time of the exchange. There is income in the contract generally to the      
extent the cash value exceeds the investment in the contract. The investment in 
the contract is equal to the amount of premiums paid less any amount received   
previously which was excludable from gross income. Any direct or indirect       
borrowing against the value of the contract or pledging of the contract as      
security for a loan will be treated as a cash distribution under the tax law.   

In order to be treated as an annuity contract for federal income tax purposes,  
Section 72(s) of the Code 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. Specifically, Section 72(s) 
requires that (a) if an 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 successor-owner. Contracts will be administered by the Company in        
accordance with these rules and the Company will make a notification when       
payments should be commenced. Special rules apply regarding distribution        
requirements when an annuity is owned by a trust or other entity for the benefit
of one or more individuals.                                                     

INDIVIDUAL RETIREMENT ANNUITIES                                                 

To the extent of earned income for the year and not exceeding the applicable    
limit for the taxable year, an individual may make deductible contributions to  
an individual retirement annuity (IRA). The applicable limit ($2,000 per year   
prior to 2002) has been increased by the Economic Growth and Tax Relief         
Reconciliation Act of 2001 ("EGTRRA"). The limit is $3,000 for calendar years   
2002 -- 2004, $4,000 for calendar years 2005-2007, and $5,000 for 2008, and will
be indexed for inflation in years subsequent to 2008. Additional "catch-up"     
contributions may be made to an IRA by individuals age 50 or over. There are    
certain limits on the deductible amount based on the adjusted gross income of   
the individual and spouse and based on their participation in a retirement plan.
If an individual is married and the spouse does not have earned income, the     
individual may establish IRAs for the individual and spouse. Purchase payments  
may then be made                                                                

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annually into IRAs for both spouses in the maximum amount of 100% of earned     
income up to a combined limit based on the individual limits outlined above.    

The Code provides for the purchase of a Simplified Employee Pension (SEP) plan. 
A SEP is funded through an IRA with an annual employer contribution limit of up 
to $40,000 for each participant. The Internal Revenue Services has not reviewed 
the contract for qualifications as an IRA, and has not addressed in a ruling of 
general applicability whether a death benefit provision such as the optional    
enhanced death benefit in the contract comports with IRA qualification          
requirements.                                                                   

SIMPLE PLAN IRA FORM                                                            

Effective January 1, 1997, employers may establish a savings incentive match    
plan for employees ("SIMPLE plan") under which employees can make elective      
salary reduction contributions to an IRA based on a percentage of compensation  
of up to the applicable limit for the taxable year. The applicable limit was    
increased under EGTRRA. The applicable limit was increased under EGTRRA to      
$7,000 for 2002, $8,000 for 2003, $9,000 in 2004, $10,000 in 2005 (which will be
indexed for inflation for years after 2005. (Alternatively, the employer can    
establish a SIMPLE cash or deferred arrangement under IRS Section 401(k)). Under
a SIMPLE plan IRA, the employer must either make a matching contribution or a   
nonelective contribution based on the prescribed formulas for all eligible      
employees. Early withdrawals are subject to the 10% early withdrawal penalty    
generally applicable to IRAs, except that an early withdrawal by an employee    
under a SIMPLE plan IRA, within the first two years of participation, shall be  
subject to a 25% early withdrawal tax.                                          

ROTH IRAS                                                                       

Effective January 1, 1998, Section 408A of the Code permits certain individuals 
to contribute to a Roth IRA. Eligibility to make contributions is based upon    
income, and the applicable limits vary based on marital status and/or whether   
the contribution is a rollover contribution from another IRA or an annual       
contribution. Contributions to a Roth IRA, which are subject to certain         
limitations (similar to the annual limits for the traditional IRA's), are not   
deductible and must be made in cash or as a rollover or transfer from another   
Roth IRA or other IRA. A conversion of a "traditional" IRA to a Roth IRA may be 
subject to tax and other special rules apply. You should consult a tax adviser  
before combining any converted amounts with other Roth IRA contributions,       
including any other conversion amounts from other tax years.                    

Qualified distributions from a Roth IRA are tax-free. A qualified distribution  
requires that the Roth IRA has been held for at least 5 years, and the          
distribution is made after age 59 1/2, on death or disability of the owner, or  
for a limited amount ($10,000) for a qualified first time home purchase for the 
owner or certain relatives. 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 five taxable years starting with the year in which the first contribution
is made to any Roth IRA of the individual.                                      

QUALIFIED PENSION AND PROFIT-SHARING PLANS                                      

Like most other contributions made under a qualified pension or profit-sharing  
plan, purchase payments made by an employer are not currently taxable to the    
participant and increases in the value of a contract are not subject to taxation
until received by a participant or beneficiary.                                 

Distributions are generally taxable to the participant or beneficiary as        
ordinary income in the year of receipt. Any distribution that is considered the 
participant's "investment in the contract" is treated as a return of capital and
is not taxable. Under a qualified plan, the investment in the contract may be   
zero.                                                                           

The annual limits that apply to the amounts that may be contributed to a defined
contribution plan each year were increased by EGTRRA. The maximum total annual  
limit was increased from $35,000 to $40,000 ($42,000 for 2005). The limit on    
employee salary reduction deferrals (commonly referred to as "401(k)            
contributions") increase on a graduated basis; $11,000 in 2002, $12,000 in 2003,
$13,000 in 2004, $14,000 in 2005 and $15,000 in 2006. The $15,000 annual limit  
will be indexed                                                                 

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for inflation after 2006. Additional "catch-up contributions" may be made by    
individuals age 50 or over.                                                     

Amounts attributable to salary reduction contributions under Code Section 401(k)
and income thereon may not be withdrawn prior to severance from employment,     
death, total and permanent disability, attainment of age 59 1/2, or in the case 
of hardship.                                                                    

SECTION 403(b) PLANS                                                            

Under Code section 403(b), payments made by public school systems and certain   
tax exempt organizations to purchase annuity contracts for their employees are  
excludable from the gross income of the employee, subject to certain            
limitations. However, these payments may be subject to FICA (Social Security)   
taxes. A qualified contract issued as a tax-sheltered annuity under section     
403(b) will be amended as necessary to conform to the requirements of the Code. 
The annual limits under Code Section 403(b) for employee salary reduction       
deferrals are increased under the same rules applicable to 401(k) plans ($14,000
in 2005).                                                                       

Code section 403(b)(11) restricts this distribution under Code section 403(b)   
annuity contracts of: (1) elective contributions made in years beginning after  
December 31, 1998; (2) earnings on those contributions; and (3) earnings in such
years on amounts held as of the last year beginning before January 1, 1989.     
Distribution of those amounts may only occur upon death of the employee,        
attainment of age 59 1/2, separation from service, disability, or financial     
hardship. In addition, income attributable to elective contributions may not be 
distributed in the case of hardship.                                            

FEDERAL INCOME TAX WITHHOLDING                                                  

The portion of a distribution, which is taxable income to the recipient, will be
subject to federal income tax withholding as follows:                           

1.    ELIGIBLE ROLLOVER DISTRIBUTION FROM SECTION 403(b) PLANS OR ARRANGEMENTS, 
FROM QUALIFIED PENSION AND PROFIT-SHARING PLANS, OR FROM 457 PLANS  
SPONSORED BY GOVERNMENTAL ENTITIES                                  

There is a mandatory 20% tax withholding for plan distributions that are        
eligible for rollover to an IRA or to another qualified retirement plan         
(including a 457 plan sponsored by a governmental entity) but that are not      
directly rolled over. A distribution made directly to a participant or          
beneficiary may avoid this result if:                                           

        (a)   a periodic settlement distribution is elected based upon a
life or life expectancy calculation, or     

       (b)   a term-for-years settlement distribution is elected for a
              period of ten years or more, payable at least annually, or

          (c)   a minimum required distribution as defined under the tax law
            is taken after the attainment of the age of 70 1/2 or as
otherwise required by law, or               

(d)   the distribution is a hardship distribution.      

A distribution including a rollover that is not a direct rollover will be       
subject to the 20% withholding, and the 10% additional tax penalty on premature 
withdrawals may apply to any amount not added back in the rollover. The 20%     
withholding may be recovered when the participant or beneficiary files a        
personal income tax return for the year if a rollover was completed within 60   
days of receipt of the funds, except to the extent that the participant or      
spousal beneficiary is otherwise underwithheld or short on estimated taxes for  
that year.                                                                      

2.    OTHER NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS)            

To the extent not subject to 20% mandatory withholding as described in 1. above,
the portion of a non-periodic distribution, which constitutes taxable income,   
will be subject to federal income tax withholding, if the aggregate             
distributions exceed $200 for the year, unless the recipient elects not to have 
taxes withheld. If no such election is made, 10% of the taxable portion of the  
distribution                                                                    

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will be withheld as federal income tax; provided that the recipient may elect   
any other percentage. Election forms will be provided at the time distributions 
are requested. This form of withholding applies to all annuity programs.        

3.    PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN  
ONE YEAR)                                                           

The portion of a periodic distribution, which constitutes taxable income, will  
be subject to federal income tax withholding under the wage withholding tables  
as if the recipient were married claiming three exemptions. A recipient may     
elect not to have income taxes withheld or have income taxes withheld at a      
different rate by providing a completed election form. Election forms will be   
provided at the time distributions are requested. This form of withholding      
applies to all annuity programs.                                                

Recipients who elect not to have withholding made are liable for payment of     
federal income tax on the taxable portion of the distribution. Recipients may   
also be subject to penalties under the estimated tax payment rules if           
withholding and estimated tax payments are not sufficient to cover tax          
liabilities.                                                                    

Recipients who do not provide a social security number or other taxpayer        
identification number will not be permitted to elect out of withholding.        
Additionally, U.S citizens residing outside of the country, or U.S. legal       
residents temporarily residing outside the country, are subject to different    
withholding rules and generally cannot elect out of withholding.                

 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements of The Travelers Fund ABD for Variable Annuities as of 
December 31, 2005 and for the period in the year then ended and The Travelers   
Insurance Company (the "Company") (which report expresses an unqualified opinion
and includes an explanatory paragraph referring to the acquisition of the       
Company by MetLife Inc. on July 1, 2005 and the application of the purchase     
method of accounting to the assets and liabilities of the Company as required by
the U.S. Securities and Exchange Commission Staff Accounting Bulletin 5.J., Push
Down Basis of Accounting Required in Certain Limited Circumstances and such     
assets and liabilities were measured at their fair values as of the acquisition 
date in conformity with Statement of Financial Accounting Standards No.141,     
Business Combinations) as of December 31, 2005 and the related consolidated     
statements of income, stockholder's equity, and cash flows for the six months   
ended December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR) and the    
consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), 
and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005       
(PREDECESSOR) included in this Statement of Additional Information have been    
audited by Deloitte & Touche LLP, an independent registered public accounting   
firm, as stated in their reports appearing herein, and are included in reliance 
upon the reports of such firm given upon their authority as experts in          
accounting and auditing. The principal business address of Deloitte & Touche LLP
is 201 East Kennedy Boulevard, Suite 1200, Tampa, FL 33602-5827.                

 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consolidated financial statements and schedules of The Travelers Insurance  
Company and subsidiaries as of December 31, 2004 and for each of the years in   
the two-year period ended December 31, 2004, included herein, and the statement 
of changes in net assets of The Travelers Fund ABD for Variable Annuities for   
the year or lesser periods ended December 31, 2004, and financial highlights for
each of the years or lesser periods in the four-year period ended December 31,  
2004, also included herein, have been included in reliance upon the reports of  
KPMG LLP, independent registered public accounting firm, appearing elsewhere    
herein, and upon the authority of said firm as experts in accounting and        
auditing. The audit reports on The Travelers Insurance Company and subsidiaries 
refer to changes in the Company's methods of accounting and reporting for       
certain nontraditional long-duration contracts and for separate accounts in     
2004 and for variable interest entities in 2003.                                

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The following tables provide the Accumulation Unit Values information for the   
MID-RANGE combinations of separate account charges. The Accumulation Unit Value 
information for the minimum separate account charge and the maximum variable    
account charge are contained in the Prospectus.                                 

SEPARATE ACCOUNT CHARGES 1.60%

                                                        [Enlarge/Download Table]

                                                                                                           NUMBER OF UNITS
                                                                           UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                         PORTFOLIO NAME                            YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
-----------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                          
    Capital Appreciation Fund (4/97)                               2005        1.851            2.154           29,855    
                                                                   2004        1.574            1.851           31,319    
                                                                   2003        1.280            1.574           37,316    
                                                                   2002        1.737            1.280           40,937    
                                                                   2001        2.387            1.737           53,852    

    High Yield Bond Trust (5/04)                                   2005        1.068            1.065                -    
                                                                   2004        1.000            1.068                -    

    Managed Assets Trust (5/04)                                    2005        1.077            1.100                -    
                                                                   2004        1.000            1.077                -    

    Money Market Portfolio (7/97)                                  2005        1.166            1.180            2,718    
                                                                   2004        1.173            1.166            2,721    
                                                                   2003        1.182            1.173            6,947    
                                                                   2002        1.185            1.182                -    
                                                                   2001        1.160            1.185                -    

AIM Variable Insurance Funds                                                                                              
    AIM V.I. Premier Equity Fund - Series I (9/00)                 2005        0.663            0.689                -    
                                                                   2004        0.637            0.663              904    
                                                                   2003        0.517            0.637              908    
                                                                   2002        0.754            0.517            1,313    
                                                                   2001        0.875            0.754                -    

AllianceBernstein Variable Product Series Fund, Inc.                                                                      
    AllianceBernstein Large-Cap Growth Portfolio - Class B (5/00)  2005        0.563            0.636           21,061    
                                                                   2004        0.528            0.563           21,673    
                                                                   2003        0.435            0.528           24,603    
                                                                   2002        0.639            0.435           35,399    
                                                                   2001        0.786            0.639           31,971    

American Funds Insurance Series                                                                                           
Global Growth Fund - Class 2 Shares (5/03)                         2005        1.445            1.622           -         
                                                                   2004        1.294            1.445           -         
                                                                   2003        1.000            1.294           -         

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                                                                NUMBER OF UNITS
                                                                                UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                            PORTFOLIO NAME                              YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
----------------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                               
    Growth Fund - Class 2 Shares (5/03)                                 2005        1.380            1.578                -    
                                                                        2004        1.246            1.380                -    
                                                                        2003        1.000            1.246                -    

    Growth-Income Fund - Class 2 Shares (5/03)                          2005        1.359            1.416            2,501    
                                                                        2004        1.251            1.359            2,501    
                                                                        2003        1.000            1.251                -    

Credit Suisse Trust                                                                                                            
    Credit Suisse Trust Emerging Markets Portfolio (6/98)               2005        1.186            1.493                -    
                                                                        2004        0.964            1.186                -    
                                                                        2003        0.686            0.964            1,272    
                                                                        2002        0.788            0.686            1,211    
                                                                        2001        0.886            0.788                -    

Delaware VIP Trust                                                                                                             
    Delaware VIP REIT Series - Standard Class (6/98)                    2005        2.107            2.222           13,680    
                                                                        2004        1.630            2.107           15,208    
                                                                        2003        1.235            1.630           27,316    
                                                                        2002        1.201            1.235           28,968    
                                                                        2001        1.121            1.201           26,587    

Dreyfus Variable Investment Fund                                                                                               
    Dreyfus VIF - Appreciation Portfolio - Initial Shares (5/98)        2005        1.081            1.110                -    
                                                                        2004        1.045            1.081           37,696    
                                                                        2003        0.876            1.045           40,814    
                                                                        2002        1.069            0.876           46,073    
                                                                        2001        1.198            1.069           47,043    

    Dreyfus VIF - Developing Leaders Portfolio - Initial Shares (5/98)  2005        1.235            1.286           16,137    
                                                                        2004        1.127            1.235           16,120    
                                                                        2003        0.869            1.127           12,414    
                                                                        2002        1.092            0.869           12,139    
                                                                        2001        1.182            1.092            2,257    

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                                                                  NUMBER OF UNITS
                                                                                  UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                            PORTFOLIO NAME                                YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
------------------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                                 
FAM Variable Series Funds, Inc.                                                                                                  
    Mercury Global Allocation V.I. Fund - Class III (11/03)               2005        1.207            1.309                -    
                                                                          2004        1.074            1.207                -    
                                                                          2003        1.000            1.074                -    

    Mercury Value Opportunities V.I. Fund - Class III (11/03)             2005        1.205            1.306                -    
                                                                          2004        1.067            1.205                -    
                                                                          2003        1.000            1.067                -    

Franklin Templeton Variable Insurance Products Trust                                                                             
    Mutual Shares Securities Fund - Class 2 Shares (5/02)                 2005        1.152            1.253            8,844    
                                                                          2004        1.039            1.152            8,844    
                                                                          2003        0.844            1.039                -    
                                                                          2002        1.000            0.844                -    

    Templeton Developing Markets Securities Fund - Class 2 Shares (5/03)  2005        1.775            2.226                -    
                                                                          2004        1.446            1.775                -    
                                                                          2003        1.000            1.446                -    

    Templeton Foreign Securities Fund - Class 2 Shares (5/04)             2005        1.150            1.247                -    
                                                                          2004        1.000            1.150                -    

    Templeton Growth Securities Fund - Class 2 Shares (5/02)              2005        1.174            1.258           82,298    
                                                                          2004        1.028            1.174            5,878    
                                                                          2003        0.791            1.028                -    
                                                                          2002        1.000            0.791                -    

Greenwich Street Series Fund                                                                                                     
    Equity Index Portfolio - Class II Shares (6/99)                       2005        0.882            0.905           55,348    
                                                                          2004        0.813            0.882           57,471    
                                                                          2003        0.647            0.813           59,532    
                                                                          2002        0.847            0.647           59,536    
                                                                          2001        0.982            0.847           56,525    

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                                                                     NUMBER OF UNITS
                                                                                     UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                              PORTFOLIO NAME                                 YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
---------------------------------------------------------------------------- ----  -----------------  -------------  ---------------
                                                                                                                                    
    Salomon Brothers Variable Aggressive Growth Fund - Class I Shares (5/02) 2005        1.120            1.211          102,882    
                                                                             2004        1.043            1.120            3,965    
                                                                             2003        0.757            1.043                -    
                                                                             2002        1.000            0.757                -    

    Salomon Brothers Variable Growth & Income Fund - Class I Shares (5/02)   2005        1.092            1.114                -    
                                                                             2004        1.024            1.092                -    
                                                                             2003        0.799            1.024                -    
                                                                             2002        1.000            0.799                -    

Janus Aspen Series                                                                                                                  
    Balanced Portfolio - Service Shares (5/00)                               2005        0.997            1.056          255,617    
                                                                             2004        0.935            0.997          253,885    
                                                                             2003        0.836            0.935          258,345    
                                                                             2002        0.910            0.836          349,207    
                                                                             2001        0.972            0.910          334,095    

    Global Life Sciences Portfolio - Service Shares (5/00)                   2005        0.900            0.995            2,595    
                                                                             2004        0.801            0.900            2,739    
                                                                             2003        0.645            0.801            9,514    
                                                                             2002        0.930            0.645            9,514    
                                                                             2001        1.135            0.930            9,514    

    Global Technology Portfolio - Service Shares (5/00)                      2005        0.344            0.377                -    
                                                                             2004        0.347            0.344                -    
                                                                             2003        0.241            0.347                -    
                                                                             2002        0.414            0.241                -    
                                                                             2001        0.672            0.414                -    

    Worldwide Growth Portfolio - Service Shares (5/00)                       2005        0.557            0.578          147,388    
                                                                             2004        0.541            0.557          160,200    
                                                                             2003        0.444            0.541          175,769    
                                                                             2002        0.608            0.444          178,641    
                                                                             2001        0.715            0.608          259,969    

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                                                          NUMBER OF UNITS
                                                                          UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                         PORTFOLIO NAME                           YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
----------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                         
Lazard Retirement Series, Inc.                                                                                           
    Lazard Retirement Small Cap Portfolio (5/03)                  2005        1.508            1.544                -    
                                                                  2004        1.334            1.508                -    
                                                                  2003        1.000            1.334                -    

Lord Abbett Series Fund, Inc.                                                                                            

    Growth and Income Portfolio (5/03)                            2005        1.378            1.400                -    
                                                                  2004        1.243            1.378                -    
                                                                  2003        1.000            1.243                -    

    Mid-Cap Value Portfolio (5/03)                                2005        1.536            1.636            1,403    
                                                                  2004        1.258            1.536            1,403    
                                                                  2003        1.000            1.258                -    

Oppenheimer Variable Account Funds                                                                                       

    Oppenheimer Main Street Fund/VA - Service Shares (5/04)       2005        1.072            1.116                -    
                                                                  2004        1.000            1.072                -    

PIMCO Variable Insurance Trust                                                                                           
    Real Return Portfolio - Administrative Class (5/03)           2005        1.122            1.127            8,467    
                                                                  2004        1.046            1.122            8,467    
                                                                  2003        1.000            1.046                -    

    Total Return Portfolio - Administrative Class (5/01)          2005        1.204            1.214           17,346    
                                                                  2004        1.167            1.204           17,348    
                                                                  2003        1.129            1.167            4,633    
                                                                  2002        1.051            1.129            3,948    
                                                                  2001        1.000            1.051          289,359    

Putnam Variable Trust                                                                                                    
    Putnam VT Discovery Growth Fund - Class IB Shares (5/01)      2005        0.767            0.810                -    
                                                                  2004        0.725            0.767                -    
                                                                  2003        0.558            0.725                -    
                                                                  2002        0.805            0.558                -    
                                                                  2001        1.000            0.805                -    

Putnam VT International Equity Fund - Class IB Shares (5/01)      2005        1.003            1.108            2,729    
                                                                  2004        0.877            1.003            2,729    
                                                                  2003        0.694            0.877            2,729    

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                                                                NUMBER OF UNITS
                                                                                UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                           PORTFOLIO NAME                               YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
----------------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                               
    Putnam VT International Equity Fund - Class IB Shares  (continued)  2002        0.856            0.694                -    
                                                                        2001        1.000            0.856                -    

    Putnam VT Small Cap Value Fund - Class IB Shares (5/01)             2005        1.599            1.685            4,307    
                                                                        2004        1.288            1.599            4,872    
                                                                        2003        0.874            1.288            5,406    
                                                                        2002        1.087            0.874            4,646    
                                                                        2001        1.000            1.087                -    

Salomon Brothers Variable Series Funds Inc.                                                                                    
    All Cap Fund - Class I (10/98)                                      2005        1.642            1.682          158,785    
                                                                        2004        1.541            1.642          208,469    
                                                                        2003        1.126            1.541          166,575    
                                                                        2002        1.527            1.126          164,831    
                                                                        2001        1.522            1.527          133,745    

    Investors Fund - Class I (6/98)                                     2005        1.301            1.364          283,213    
                                                                        2004        1.198            1.301          327,409    
                                                                        2003        0.920            1.198          333,678    
                                                                        2002        1.214            0.920          340,212    
                                                                        2001        1.287            1.214          197,379    

    Large Cap Growth Fund - Class I (5/02)                              2005        1.124            1.164           36,866    
                                                                        2004        1.137            1.124           33,865    
                                                                        2003        0.799            1.137                -    
                                                                        2002        1.000            0.799                -    

    Small Cap Growth Fund - Class I (5/00)                              2005        0.962            0.993          314,860    
                                                                        2004        0.849            0.962          145,485    
                                                                        2003        0.579            0.849           76,241    
                                                                        2002        0.901            0.579          217,040    
                                                                        2001        0.904            0.901           94,940    

The Travelers Series Trust                                                                                                     
    AIM Capital Appreciation Portfolio (9/00)                           2005        0.587            0.628          132,550    
                                                                        2004        0.560            0.587           30,876    
                                                                        2003        0.440            0.560                -    
                                                                        2002        0.587            0.440                -    
                                                                        2001        0.783            0.587                -    

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SEPARATE ACCOUNT CHARGES 1.60% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                                    NUMBER OF UNITS
                                                    UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
           PORTFOLIO NAME                   YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                   
Convertible Securities Portfolio (5/98)     2005        1.509            1.490           19,671    
                                            2004        1.442            1.509           22,919    
                                            2003        1.161            1.442           29,525    
                                            2002        1.268            1.161           28,571    
                                            2001        1.299            1.268           25,172    

Disciplined Mid Cap Stock Portfolio (6/97)  2005        2.130            2.357            2,435    
                                            2004        1.859            2.130            2,610    
                                            2003        1.412            1.859           12,035    
                                            2002        1.675            1.412           12,327    
                                            2001        1.773            1.675           11,704    

Equity Income Portfolio (5/97)              2005        1.796            1.847          196,100    
                                            2004        1.661            1.796          109,068    
                                            2003        1.287            1.661           74,811    
                                            2002        1.519            1.287           64,328    
                                            2001        1.652            1.519           89,211    

Federated High Yield Portfolio (5/97)       2005        1.453            1.466           53,248    
                                            2004        1.337            1.453           56,020    
                                            2003        1.110            1.337           32,777    
                                            2002        1.088            1.110           19,150    
                                            2001        1.084            1.088           19,686    

Federated Stock Portfolio (5/97)            2005        1.724            1.787            1,588    
                                            2004        1.585            1.724            1,590    
                                            2003        1.262            1.585            1,592    
                                            2002        1.589            1.262                -    
                                            2001        1.588            1.589                -    

Large Cap Portfolio (6/97)                  2005        1.424            1.523          151,394    
                                            2004        1.358            1.424          121,374    
                                            2003        1.107            1.358          108,069    
                                            2002        1.457            1.107          108,235    
                                            2001        1.790            1.457          138,251    

Mercury Large Cap Core Portfolio (5/98)     2005        0.915            1.009            2,142    
                                            2004        0.803            0.915            2,315    
                                            2003        0.673            0.803                -    
                                            2002        0.914            0.673            5,321    
                                            2001        1.197            0.914            5,234    

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                                                        [Enlarge/Download Table]

                                                                                       NUMBER OF UNITS
                                                       UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
             PORTFOLIO NAME                    YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
---------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                      
MFS Emerging Growth Portfolio (4/97)           2005        1.249            1.212                -    
                                               2004        1.126            1.249                -    
                                               2003        0.886            1.126                -    
                                               2002        1.369            0.886                -    
                                               2001        2.179            1.369                -    

MFS Mid Cap Growth Portfolio (4/98)            2005        0.986            1.000            5,030    
                                               2004        0.878            0.986            4,998    
                                               2003        0.651            0.878            2,891    
                                               2002        1.293            0.651            4,108    
                                               2001        1.721            1.293            3,615    

MFS Total Return Portfolio (5/97)              2005        1.752            1.775          380,398    
                                               2004        1.597            1.752          258,177    
                                               2003        1.392            1.597           65,016    
                                               2002        1.493            1.392           46,137    
                                               2001        1.523            1.493          139,865    

MFS Value Portfolio (5/00)                     2005        1.060            1.110                -    
                                               2004        0.948            1.060                -    
                                               2003        0.853            0.948                -    
                                               2002        0.996            0.853                -    
                                               2001        1.027            0.996                -    

Mondrian International Stock Portfolio (5/97)  2005        1.144            1.233            1,181    
                                               2004        1.004            1.144            1,184    
                                               2003        0.793            1.004            1,258    
                                               2002        0.926            0.793            1,301    
                                               2001        1.275            0.926                -    

Pioneer Fund Portfolio (5/03)                  2005        1.329            1.386                -    
                                               2004        1.215            1.329                -    
                                               2003        1.000            1.215                -    

Pioneer Strategic Income Portfolio (5/97)      2005        1.429            1.458           21,300    
                                               2004        1.309            1.429           22,486    
                                               2003        1.112            1.309                -    
                                               2002        1.067            1.112                -    
                                               2001        1.040            1.067                -    

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                                                        [Enlarge/Download Table]

                                                                                                         NUMBER OF UNITS
                                                                         UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                          PORTFOLIO NAME                         YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
---------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                        
    Strategic Equity Portfolio (6/97)                            2005        1.393            1.399              2,369  
                                                                 2004        1.284            1.393              2,371  
                                                                 2003        0.984            1.284              2,373  
                                                                 2002        1.506            0.984                  -  
                                                                 2001        1.765            1.506                  -  

    Travelers Quality Bond Portfolio (5/97)                      2005        1.398            1.399             52,713  
                                                                 2004        1.376            1.398             53,614  
                                                                 2003        1.306            1.376             72,206  
                                                                 2002        1.255            1.306             89,378  
                                                                 2001        1.190            1.255             34,750  

    U.S. Government Securities Portfolio (5/04)                  2005        1.051            1.079                  -  
                                                                 2004        1.000            1.051                  -  

Travelers Series Fund Inc.                                                                                              
    SB Adjustable Rate Income Portfolio - Class I Shares (9/03)  2005        0.994            1.002              6,253  
                                                                 2004        0.999            0.994              6,253  
                                                                 2003        1.000            0.999                  -  

    Social Awareness Stock Portfolio (5/04)                      2005        1.082            1.111                  -  
                                                                 2004        1.000            1.082                  -  

Van Kampen Life Investment Trust                                                                                        
    Comstock Portfolio - Class II Shares (12/00)                 2005        1.206            1.235          1,538,394  
                                                                 2004        1.043            1.206          1,249,226  
                                                                 2003        0.811            1.043            523,532  
                                                                 2002        1.023            0.811            511,591  
                                                                 2001        1.069            1.023            554,533  

    Enterprise Portfolio - Class II Shares (12/00)               2005        0.682            0.724            147,901  
                                                                 2004        0.668            0.682            156,937  
                                                                 2003        0.540            0.668            159,587  
                                                                 2002        0.779            0.540            162,175  
                                                                 2001        0.997            0.779            249,534  

Variable Insurance Products Fund                                                                                        
    Contrafund<< Portfolio - Service Class 2 (5/00)              2005        1.011            1.161          1,099,324  
                                                                 2004        0.892            1.011            690,781  
                                                                 2003        0.707            0.892            228,413  

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                                                        [Enlarge/Download Table]

                                                                                                          NUMBER OF UNITS
                                                                          UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                        PORTFOLIO NAME                            YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
----------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                         
Contrafund<< Portfolio - Service Class 2  (continued)             2002        0.795            0.707          173,492    
                                                                  2001        0.923            0.795           67,791    

Dynamic Capital Appreciation Portfolio - Service Class 2 (12/00)  2005        0.750            0.890                -    
                                                                  2004        0.752            0.750                -    
                                                                  2003        0.612            0.752                -    
                                                                  2002        0.672            0.612                -    
                                                                  2001        0.957            0.672                -    

Mid Cap Portfolio - Service Class 2 (12/00)                       2005        1.475            1.713          731,573    
                                                                  2004        1.202            1.475          514,700    
                                                                  2003        0.883            1.202           74,976    
                                                                  2002        0.998            0.883           99,631    
                                                                  2001        1.000            0.998            4,842    

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SEPARATE ACCOUNT CHARGES 1.65%

                                                        [Enlarge/Download Table]

                                                                                                                NUMBER OF UNITS
                                                                                UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                         PORTFOLIO NAME                                 YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
----------------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                               
    Capital Appreciation Fund (4/97)                                    2005        1.000            1.172             -       

    High Yield Bond Trust (5/04)                                        2005        1.000            0.992             -       

    Managed Assets Trust (5/04)                                         2005        1.000            1.022             -       

    Money Market Portfolio (7/97)                                       2005        1.000            1.012             -       

AIM Variable Insurance Funds                                                                                                   
    AIM V.I. Premier Equity Fund - Series I (9/00)                      2005        1.000            1.045             -       

AllianceBernstein Variable Product Series Fund, Inc.                                                                           
    AllianceBernstein Large-Cap Growth Portfolio - Class B (5/00)       2005        1.000            1.161             -       

American Funds Insurance Series                                                                                                
    Global Growth Fund - Class 2 Shares (5/03)                          2005        1.000            1.122             -       

    Growth Fund - Class 2 Shares (5/03)                                 2005        1.000            1.149             -       

    Growth-Income Fund - Class 2 Shares (5/03)                          2005        1.000            1.045             -       

Credit Suisse Trust                                                                                                            
    Credit Suisse Trust Emerging Markets Portfolio (6/98)               2005        1.000            1.225             -       

Delaware VIP Trust                                                                                                             
    Delaware VIP REIT Series - Standard Class (6/98)                    2005        1.000            1.089             -       

Dreyfus Variable Investment Fund                                                                                               
    Dreyfus VIF - Appreciation Portfolio - Initial Shares (5/98)        2005        1.000            1.012             -       

    Dreyfus VIF - Developing Leaders Portfolio - Initial Shares (5/98)  2005        1.000            1.063             -       

FAM Variable Series Funds, Inc.                                                                                                
    Mercury Global Allocation V.I. Fund - Class III (11/03)             2005        1.000            1.082             -       

Mercury Value Opportunities V.I. Fund - Class III (11/03)               2005        1.000            1.109             -       

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                                                        [Enlarge/Download Table]

                                                                                                                     NUMBER OF UNITS
                                                                                     UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                              PORTFOLIO NAME                                 YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
---------------------------------------------------------------------------- ----  -----------------  -------------  ---------------
                                                                                                                                    
Franklin Templeton Variable Insurance Products Trust                                                                                
    Mutual Shares Securities Fund - Class 2 Shares (5/02)                    2005        1.000            1.085             -       

    Templeton Developing Markets Securities Fund - Class 2 Shares (5/03)     2005        1.000            1.214             -       

    Templeton Foreign Securities Fund - Class 2 Shares (5/04)                2005        1.000            1.077             -       

    Templeton Growth Securities Fund - Class 2 Shares (5/02)                 2005        1.000            1.067             -       

Greenwich Street Series Fund                                                                                                        
    Equity Index Portfolio - Class II Shares (6/99)                          2005        1.000            1.031             -       

    Salomon Brothers Variable Aggressive Growth Fund - Class I Shares (5/02) 2005        1.000            1.095             -       

    Salomon Brothers Variable Growth & Income Fund - Class I Shares (5/02)   2005        1.000            1.032             -       

Janus Aspen Series                                                                                                                  
    Balanced Portfolio - Service Shares (5/00)                               2005        1.000            1.064             -       

    Global Life Sciences Portfolio - Service Shares (5/00)                   2005        1.000            1.136             -       

    Global Technology Portfolio - Service Shares (5/00)                      2005        1.000            1.128             -       

    Worldwide Growth Portfolio - Service Shares (5/00)                       2005        1.000            1.045             -       

Lazard Retirement Series, Inc.                                                                                                      
    Lazard Retirement Small Cap Portfolio (5/03)                             2005        1.000            1.034             -       

Lord Abbett Series Fund, Inc.                                                                                                       
    Growth and Income Portfolio (5/03)                                       2005        1.000            1.029             -       

Mid-Cap Value Portfolio (5/03)                                               2005        1.000            1.079             -       

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                                                                                                          NUMBER OF UNITS
                                                                          UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                        PORTFOLIO NAME                            YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
----------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                         
Oppenheimer Variable Account Funds                                                                                       
    Oppenheimer Main Street Fund/VA - Service Shares (5/04)       2005        1.000            1.046             -       

PIMCO Variable Insurance Trust                                                                                           
    Real Return Portfolio - Administrative Class (5/03)           2005        1.000            0.995             -       

    Total Return Portfolio - Administrative Class (5/01)          2005        1.000            1.003             -       

Putnam Variable Trust                                                                                                    
    Putnam VT Discovery Growth Fund - Class IB Shares (5/01)      2005        1.000            1.072             -       

    Putnam VT International Equity Fund - Class IB Shares (5/01)  2005        1.000            1.101             -       

    Putnam VT Small Cap Value Fund - Class IB Shares (5/01)       2005        1.000            1.059             -       

Salomon Brothers Variable Series Funds Inc.                                                                              
    All Cap Fund - Class I (10/98)                                2005        1.000            1.039             -       

    Investors Fund - Class I (6/98)                               2005        1.000            1.051             -       

    Large Cap Growth Fund - Class I (5/02)                        2005        1.000            1.060             -       

    Small Cap Growth Fund - Class I (5/00)                        2005        1.000            1.080             -       

The Travelers Series Trust                                                                                               
    AIM Capital Appreciation Portfolio (9/00)                     2005        1.000            1.085             -       

    Convertible Securities Portfolio (5/98)                       2005        1.000            1.002             -       

    Disciplined Mid Cap Stock Portfolio (6/97)                    2005        1.000            1.099             -       

    Equity Income Portfolio (5/97)                                2005        1.000            1.033             -       

    Federated High Yield Portfolio (5/97)                         2005        1.000            1.003             -       

Federated Stock Portfolio (5/97)                                  2005        1.000            1.035             -       

Large Cap Portfolio (6/97)                                        2005        1.000            1.080             -       

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                                                                                                              NUMBER OF UNITS
                                                                              UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                                 YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
--------------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                             
    Mercury Large Cap Core Portfolio (5/98)                           2005        1.000            1.095             -       

    MFS Emerging Growth Portfolio (4/97)                              2005        1.000            0.999             -       

    MFS Mid Cap Growth Portfolio (4/98)                               2005        1.000            1.051             -       

    MFS Total Return Portfolio (5/97)                                 2005        1.000            1.014             -       

    MFS Value Portfolio (5/00)                                        2005        1.000            1.040             -       

    Mondrian International Stock Portfolio (5/97)                     2005        1.000            1.073             -       

    Pioneer Fund Portfolio (5/03)                                     2005        1.000            1.049             -       

    Pioneer Strategic Income Portfolio (5/97)                         2005        1.000            1.011             -       

    Strategic Equity Portfolio (6/97)                                 2005        1.000            1.048             -       

    Travelers Quality Bond Portfolio (5/97)                           2005        1.000            0.995             -       

    U.S. Government Securities Portfolio (5/04)                       2005        1.000            1.002             -       

Travelers Series Fund Inc.                                                                                                   
    SB Adjustable Rate Income Portfolio - Class I Shares (9/03)       2005        1.000            1.006             -       

    Social Awareness Stock Portfolio (5/04)                           2005        1.000            1.049             -       

Van Kampen Life Investment Trust                                                                                             
    Comstock Portfolio - Class II Shares (12/00)                      2005        1.000            1.034             -       

    Enterprise Portfolio - Class II Shares (12/00)                    2005        1.000            1.077             -       

Variable Insurance Products Fund                                                                                             
    Contrafund<< Portfolio - Service Class 2 (5/00)                   2005        1.000            1.136             -       

    Dynamic Capital Appreciation Portfolio - Service Class 2 (12/00)  2005        1.000            1.183             -       

    Mid Cap Portfolio - Service Class 2 (12/00)                       2005        1.000            1.144             -       

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                                                                                                           NUMBER OF UNITS
                                                                           UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                      PORTFOLIO NAME                               YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
-----------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                          
    Capital Appreciation Fund (4/97)                               2005          1.492            1.732          39,495   
                                                                   2004          1.270            1.492          42,057   
                                                                   2003          1.000            1.270          25,319   

    High Yield Bond Trust (5/04)                                   2005          1.067            1.062               -   
                                                                   2004          1.000            1.067               -   

    Managed Assets Trust (5/04)                                    2005          1.075            1.097               -   
                                                                   2004          1.000            1.075               -   

    Money Market Portfolio (7/97)                                  2005          0.983            0.993         435,886   
                                                                   2004          0.991            0.983         258,819   
                                                                   2003          1.000            0.991           5,095   

AIM Variable Insurance Funds                                                                                              
    AIM V.I. Premier Equity Fund - Series I (9/00)                 2005          1.316            1.366               -   
                                                                   2004          1.267            1.316               -   
                                                                   2003          1.000            1.267               -   

AllianceBernstein Variable Product Series Fund, Inc.                                                                      
    AllianceBernstein Large-Cap Growth Portfolio - Class B (5/00)  2005          1.335            1.506          40,481   
                                                                   2004          1.255            1.335          40,490   
                                                                   2003          1.000            1.255          40,491   

American Funds Insurance Series                                                                                           
    Global Growth Fund - Class 2 Shares (5/03)                     2005          1.440            1.614           2,136   
                                                                   2004          1.292            1.440               -   
                                                                   2003          1.000            1.292               -   

    Growth Fund - Class 2 Shares (5/03)                            2005          1.375            1.570          11,413   
                                                                   2004          1.245            1.375               -   
                                                                   2003          1.000            1.245               -   

    Growth-Income Fund - Class 2 Shares (5/03)                     2005          1.355            1.408          12,746   
                                                                   2004          1.250            1.355          29,616   
                                                                   2003          1.000            1.250          29,640   

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                                                                                                                NUMBER OF UNITS
                                                                                UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                           PORTFOLIO NAME                               YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
----------------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                               
Credit Suisse Trust                                                                                                            
    Credit Suisse Trust Emerging Markets Portfolio (6/98)               2005        1.776            2.232                -    
                                                                        2004        1.448            1.776                -    
                                                                        2003        1.000            1.448                -    

Delaware VIP Trust                                                                                                             
    Delaware VIP REIT Series - Standard Class (6/98)                    2005        1.768            1.861           70,964    
                                                                        2004        1.370            1.768           69,845    
                                                                        2003        1.000            1.370           63,967    

Dreyfus Variable Investment Fund                                                                                               
    Dreyfus VIF - Appreciation Portfolio - Initial Shares (5/98)        2005        1.286            1.318           17,262    
                                                                        2004        1.246            1.286           17,452    
                                                                        2003        1.000            1.246           17,442    

    Dreyfus VIF - Developing Leaders Portfolio - Initial Shares (5/98)  2005        1.479            1.537          101,133    
                                                                        2004        1.352            1.479          134,350    
                                                                        2003        1.000            1.352          128,210    

FAM Variable Series Funds, Inc.                                                                                                
    Mercury Global Allocation V.I. Fund - Class III (11/03)             2005        1.205            1.304                -    
                                                                        2004        1.074            1.205                -    
                                                                        2003        1.000            1.074                -    

    Mercury Value Opportunities V.I. Fund - Class III (11/03)           2005        1.203            1.301            1,335    
                                                                        2004        1.067            1.203                -    
                                                                        2003        1.000            1.067                -    

Franklin Templeton Variable Insurance Products Trust                                                                           
    Mutual Shares Securities Fund - Class 2 Shares (5/02)               2005        1.403            1.523            7,373    
                                                                        2004        1.268            1.403                -    
                                                                        2003        1.000            1.268                -    

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                                                                                                                     NUMBER OF UNITS
                                                                                     UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                              PORTFOLIO NAME                                 YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
---------------------------------------------------------------------------- ----  -----------------  -------------  ---------------
                                                                                                                                    
    Templeton Developing Markets Securities Fund - Class 2 Shares (5/03)     2005          1.769          2.214                -    
                                                                             2004          1.444          1.769                -    
                                                                             2003          1.000          1.444                -    

    Templeton Foreign Securities Fund - Class 2 Shares (5/04)                2005          1.149          1.243                -    
                                                                             2004          1.000          1.149                -    

    Templeton Growth Securities Fund - Class 2 Shares (5/02)                 2005          1.540          1.647            4,722    
                                                                             2004          1.351          1.540            1,849    
                                                                             2003          1.000          1.351                -    

Greenwich Street Series Fund                                                                                                        
    Equity Index Portfolio - Class II Shares (6/99)                          2005          1.405          1.439          461,945    
                                                                             2004          1.298          1.405          463,321    
                                                                             2003          1.000          1.298          452,086    

    Salomon Brothers Variable Aggressive Growth Fund - Class I Shares (5/02) 2005          1.498          1.616                -    
                                                                             2004          1.398          1.498                -    
                                                                             2003          1.000          1.398                -    

    Salomon Brothers Variable Growth & Income Fund - Class I Shares (5/02)   2005          1.404          1.429                -    
                                                                             2004          1.319          1.404                -    
                                                                             2003          1.000          1.319                -    

Janus Aspen Series                                                                                                                  
    Balanced Portfolio - Service Shares (5/00)                               2005          1.213          1.282            1,201    
                                                                             2004          1.140          1.213            1,482    
                                                                             2003          1.000          1.140            1,411    

    Global Life Sciences Portfolio - Service Shares (5/00)                   2005          1.423          1.570            4,813    
                                                                             2004          1.268          1.423            4,813    
                                                                             2003          1.000          1.268            4,813    

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                                                                                                     NUMBER OF UNITS
                                                                     UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                    PORTFOLIO NAME                           YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
-----------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                    
    Global Technology Portfolio - Service Shares (5/00)      2005        1.455            1.594            9,965    
                                                             2004        1.473            1.455           11,550    
                                                             2003        1.000            1.473           11,550    

    Worldwide Growth Portfolio - Service Shares (5/00)       2005        1.322            1.371           23,952    
                                                             2004        1.288            1.322           27,452    
                                                             2003        1.000            1.288           27,452    

Lazard Retirement Series, Inc.                                                                                      
    Lazard Retirement Small Cap Portfolio (5/03)             2005        1.503            1.536                -    
                                                             2004        1.332            1.503                -    
                                                             2003        1.000            1.332                -    

Lord Abbett Series Fund, Inc.                                                                                       
    Growth and Income Portfolio (5/03)                       2005        1.373            1.393                -    
                                                             2004        1.241            1.373                -    
                                                             2003        1.000            1.241                -    

    Mid-Cap Value Portfolio (5/03)                           2005        1.531            1.627                -    
                                                             2004        1.256            1.531                -    
                                                             2003        1.000            1.256                -    

Oppenheimer Variable Account Funds                                                                                  
    Oppenheimer Main Street Fund/VA - Service Shares (5/04)  2005        1.071            1.112                -    
                                                             2004        1.000            1.071                -    

PIMCO Variable Insurance Trust                                                                                      
    Real Return Portfolio - Administrative Class (5/03)      2005        1.118            1.121            4,282    
                                                             2004        1.045            1.118                -    
                                                             2003        1.000            1.045                -    

    Total Return Portfolio - Administrative Class (5/01)     2005        1.057            1.064          227,314    
                                                             2004        1.026            1.057          223,752    
                                                             2003        1.000            1.026          190,189    

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                                                                                                          NUMBER OF UNITS
                                                                          UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                   PORTFOLIO NAME                                 YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
----------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                         
Putnam Variable Trust                                                                                                    
    Putnam VT Discovery Growth Fund - Class IB Shares (5/01)      2005        1.414            1.489                -    
                                                                  2004        1.338            1.414                -    
                                                                  2003        1.000            1.338                -    

    Putnam VT International Equity Fund - Class IB Shares (5/01)  2005        1.522            1.678           11,589    
                                                                  2004        1.334            1.522           11,535    
                                                                  2003        1.000            1.334           13,427    

    Putnam VT Small Cap Value Fund - Class IB Shares (5/01)       2005        1.918            2.016           32,749    
                                                                  2004        1.547            1.918           33,414    
                                                                  2003        1.000            1.547           31,224    

Salomon Brothers Variable Series Funds Inc.                                                                              
    All Cap Fund - Class I (10/98)                                2005        1.496            1.529            4,472    
                                                                  2004        1.406            1.496           38,883    
                                                                  2003        1.000            1.406           38,883    

    Investors Fund - Class I (6/98)                               2005        1.459            1.527          201,468    
                                                                  2004        1.346            1.459          201,572    
                                                                  2003        1.000            1.346          201,596    

    Large Cap Growth Fund - Class I (5/02)                        2005        1.420            1.468            6,041    
                                                                  2004        1.439            1.420            6,041    
                                                                  2003        1.000            1.439            6,041    

    Small Cap Growth Fund - Class I (5/00)                        2005        1.758            1.812           21,147    
                                                                  2004        1.555            1.758           21,150    
                                                                  2003        1.000            1.555           21,152    

The Travelers Series Trust                                                                                               
    AIM Capital Appreciation Portfolio (9/00)                     2005        1.363            1.456                -    
                                                                  2004        1.303            1.363            5,125    
                                                                  2003        1.000            1.303            5,125    

    Convertible Securities Portfolio (5/98)                       2005        1.281            1.262           42,975    
                                                                  2004        1.227            1.281           42,975    
                                                                  2003        1.000            1.227           42,977    

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SEPARATE ACCOUNT CHARGES 1.80% (CONTINUED)

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                                                                                    NUMBER OF UNITS
                                                    UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
             PORTFOLIO NAME                 YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                   
Disciplined Mid Cap Stock Portfolio (6/97)  2005        1.568            1.732           86,250    
                                            2004        1.371            1.568           86,274    
                                            2003        1.000            1.371           86,280    

Equity Income Portfolio (5/97)              2005        1.463            1.501           78,546    
                                            2004        1.355            1.463           78,424    
                                            2003        1.000            1.355           78,356    

Federated High Yield Portfolio (5/97)       2005        1.291            1.300           46,055    
                                            2004        1.191            1.291           46,061    
                                            2003        1.000            1.191           46,065    

Federated Stock Portfolio (5/97)            2005        1.416            1.465                -    
                                            2004        1.304            1.416                -    
                                            2003        1.000            1.304                -    

Large Cap Portfolio (6/97)                  2005        1.319            1.408          113,755    
                                            2004        1.261            1.319          113,868    
                                            2003        1.000            1.261          113,875    

Mercury Large Cap Core Portfolio (5/98)     2005        1.412            1.554           11,006    
                                            2004        1.240            1.412           24,499    
                                            2003        1.000            1.240           24,500    

MFS Emerging Growth Portfolio (4/97)        2005        1.424            1.381                -    
                                            2004        1.286            1.424           39,167    
                                            2003        1.000            1.286           39,167    

MFS Mid Cap Growth Portfolio (4/98)         2005        1.518            1.537           32,422    
                                            2004        1.355            1.518           41,852    
                                            2003        1.000            1.355           41,852    

MFS Total Return Portfolio (5/97)           2005        1.287            1.301          130,550    
                                            2004        1.175            1.287          131,955    
                                            2003        1.000            1.175          122,841    

MFS Value Portfolio (5/00)                  2005        1.302            1.362                -    
                                            2004        1.167            1.302                -    
                                            2003        1.000            1.167                -    

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                                                                                                         NUMBER OF UNITS
                                                                         UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                  PORTFOLIO NAME                                 YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
---------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                        
    Mondrian International Stock Portfolio (5/97)                2005        1.504            1.618           30,393    
                                                                 2004        1.323            1.504           33,216    
                                                                 2003        1.000            1.323           14,095    

    Pioneer Fund Portfolio (5/03)                                2005        1.325            1.379                -    
                                                                 2004        1.214            1.325                -    
                                                                 2003        1.000            1.214                -    

    Pioneer Strategic Income Portfolio (5/97)                    2005        1.263            1.286                -    
                                                                 2004        1.159            1.263                -    
                                                                 2003        1.000            1.159                -    

    Strategic Equity Portfolio (6/97)                            2005        1.427            1.430           46,338    
                                                                 2004        1.318            1.427           59,679    
                                                                 2003        1.000            1.318           59,689    

    Travelers Quality Bond Portfolio (5/97)                      2005        1.062            1.060           65,528    
                                                                 2004        1.047            1.062           62,441    
                                                                 2003        1.000            1.047           53,482    

    U.S. Government Securities Portfolio (5/04)                  2005        1.050            1.076                -    
                                                                 2004        1.000            1.050                -    

Travelers Series Fund Inc.                                                                                              
    SB Adjustable Rate Income Portfolio - Class I Shares (9/03)  2005        0.992            0.997           97,357    
                                                                 2004        0.998            0.992           32,577    
                                                                 2003        1.000            0.998                -    

    Social Awareness Stock Portfolio (5/04)                      2005        1.080            1.108                -    
                                                                 2004        1.000            1.080                -    

Van Kampen Life Investment Trust                                                                                        
    Comstock Portfolio - Class II Shares (12/00)                 2005        1.538            1.572           65,568    
                                                                 2004        1.333            1.538           65,568    
                                                                 2003        1.000            1.333           65,568    

    Enterprise Portfolio - Class II Shares (12/00)               2005        1.295            1.372                -    
                                                                 2004        1.270            1.295                -    
                                                                 2003        1.000            1.270                -    

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                                                                                                              NUMBER OF UNITS
                                                                              UNIT VALUE AT    UNIT VALUE AT  OUTSTANDING AT 
                       PORTFOLIO NAME                                 YEAR  BEGINNING OF YEAR   END OF YEAR     END OF YEAR  
--------------------------------------------------------------------  ----  -----------------  -------------  ---------------
                                                                                                                             
Variable Insurance Products Fund                                                                                             
    Contrafund<< Portfolio - Service Class 2 (5/00)                   2005        1.488            1.705           52,989    
                                                                      2004        1.316            1.488           55,201    
                                                                      2003        1.000            1.316           38,930    

    Dynamic Capital Appreciation Portfolio - Service Class 2 (12/00)  2005        1.246            1.476           16,568    
                                                                      2004        1.252            1.246           16,213    
                                                                      2003        1.000            1.252           15,693    

    Mid Cap Portfolio - Service Class 2 (12/00)                       2005        1.732            2.008           42,525    
                                                                      2004        1.415            1.732           39,227    
                                                                      2003        1.000            1.415           39,653    

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The following tables provide the Accumulation Unit Values information for the   
MID-RANGE combinations of separate account charges. The Accumulation Unit Value 
information for the minimum separate account charge and the maximum variable    
account charge are contained in the Prospectus.                                 

SEPARATE ACCOUNT CHARGES 1.85%

                                                        [Enlarge/Download Table]

                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Capital Appreciation Fund (4/97)                        2005      1.000          1.170                -    

   High Yield Bond Trust (5/04)                            2005      1.000          0.990                -    

   Managed Assets Trust (5/04)                             2005      1.000          1.021                -    

   Money Market Portfolio (7/97)                           2005      1.000          1.010                -    

AIM Variable Insurance Funds                                                                                  
   AIM V.I. Premier Equity Fund - Series I (9/00)          2005      1.000          1.043                -    

AllianceBernstein Variable Product Series Fund, Inc.                                                          
   AllianceBernstein Large-Cap Growth Portfolio - Class B                                                     
   (5/00)                                                  2005      1.000          1.159                -    

American Funds Insurance Series                                                                               
   Global Growth Fund - Class 2 Shares (5/03)              2005      1.000          1.121                -    

   Growth Fund - Class 2 Shares (5/03)                     2005      1.000          1.147                -    

   Growth-Income Fund - Class 2 Shares (5/03)              2005      1.000          1.043                -    

Credit Suisse Trust                                                                                           
   Credit Suisse Trust Emerging Markets Portfolio (6/98)   2005      1.000          1.223                -    

Delaware VIP Trust                                                                                            
   Delaware VIP REIT Series - Standard Class (6/98)        2005      1.000          1.088                -    

Dreyfus Variable Investment Fund                                                                              
   Dreyfus VIF - Appreciation Portfolio - Initial Shares                                                      
   (5/98)                                                  2005      1.000          1.010                -    

   Dreyfus VIF - Developing Leaders Portfolio - Initial                                                       
   Shares (5/98)                                           2005      1.000          1.061                -    

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SEPARATE ACCOUNT CHARGES 1.85% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                           YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------     ----  -------------  -------------  ---------------
                                                                                                                 
FAM Variable Series Funds, Inc.                                                                                  
   Mercury Global Allocation V.I. Fund - Class III (11/03)    2005      1.000          1.080                -    

   Mercury Value Opportunities V.I. Fund - Class III (11/03)  2005      1.000          1.107                -    

Franklin Templeton Variable Insurance Products Trust                                                             
   Mutual Shares Securities Fund - Class 2 Shares (5/02)      2005      1.000          1.083                -    

   Templeton Developing Markets Securities Fund - Class 2                                                        
   Shares (5/03)                                              2005      1.000          1.212                -    

   Templeton Foreign Securities Fund - Class 2 Shares (5/04)  2005      1.000          1.075                -    

   Templeton Growth Securities Fund - Class 2 Shares (5/02)   2005      1.000          1.065                -    

Greenwich Street Series Fund                                                                                     
   Equity Index Portfolio - Class II Shares (6/99)            2005      1.000          1.029                -    

   Salomon Brothers Variable Aggressive Growth Fund - Class                                                      
   I Shares (5/02)                                            2005      1.000          1.093                -    

   Salomon Brothers Variable Growth & Income Fund - Class I                                                      
   Shares (5/02)                                              2005      1.000          1.030                -    

Janus Aspen Series                                                                                               
   Balanced Portfolio - Service Shares (5/00)                 2005      1.000          1.062                -    

   Global Life Sciences Portfolio - Service Shares (5/00)     2005      1.000          1.134                -    

   Global Technology Portfolio - Service Shares (5/00)        2005      1.000          1.126                -    

   Worldwide Growth Portfolio - Service Shares (5/00)         2005      1.000          1.043                -    

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SEPARATE ACCOUNT CHARGES 1.85% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                   BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                          YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------    ----  -------------  -------------  ---------------
                                                                                                                
Lazard Retirement Series, Inc.                                                                                  
   Lazard Retirement Small Cap Portfolio (5/03)              2005      1.000          1.032                -    

Lord Abbett Series Fund, Inc.                                                                                   
   Growth and Income Portfolio (5/03)                        2005      1.000          1.027                -    

   Mid-Cap Value Portfolio (5/03)                            2005      1.000          1.077                -    

Oppenheimer Variable Account Funds                                                                              
   Oppenheimer Main Street Fund/VA - Service Shares (5/04)   2005      1.000          1.044                -    

PIMCO Variable Insurance Trust                                                                                  
   Real Return Portfolio - Administrative Class (5/03)       2005      1.000          0.993                -    

   Total Return Portfolio - Administrative Class (5/01)      2005      1.000          1.002                -    

Putnam Variable Trust                                                                                           
   Putnam VT Discovery Growth Fund - Class IB Shares (5/01)  2005      1.000          1.070                -    

   Putnam VT International Equity Fund - Class IB Shares                                                        
   (5/01)                                                    2005      1.000          1.100                -    

   Putnam VT Small Cap Value Fund - Class IB Shares (5/01)   2005      1.000          1.057                -    

Salomon Brothers Variable Series Funds Inc.                                                                     
   All Cap Fund - Class I (10/98)                            2005      1.000          1.037                -    

   Investors Fund - Class I (6/98)                           2005      1.000          1.049                -    

   Large Cap Growth Fund - Class I (5/02)                    2005      1.000          1.058                -    

   Small Cap Growth Fund - Class I (5/00)                    2005      1.000          1.078                -    

The Travelers Series Trust                                                                                      
   AIM Capital Appreciation Portfolio (9/00)                 2005      1.000          1.083                -    

   Convertible Securities Portfolio (5/98)                   2005      1.000          1.000                -    

   Disciplined Mid Cap Stock Portfolio (6/97)                2005      1.000          1.097                -    

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SEPARATE ACCOUNT CHARGES 1.85% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Equity Income Portfolio (5/97)                          2005      1.000          1.032                -    

   Federated High Yield Portfolio (5/97)                   2005      1.000          1.001                -    

   Federated Stock Portfolio (5/97)                        2005      1.000          1.033                -    

   Large Cap Portfolio (6/97)                              2005      1.000          1.078                -    

   Mercury Large Cap Core Portfolio (5/98)                 2005      1.000          1.093                -    

   MFS Emerging Growth Portfolio (4/97)                    2005      1.000          0.998                -    

   MFS Mid Cap Growth Portfolio (4/98)                     2005      1.000          1.049                -    

   MFS Total Return Portfolio (5/97)                       2005      1.000          1.012                -    

   MFS Value Portfolio (5/00)                              2005      1.000          1.038                -    

   Mondrian International Stock Portfolio (5/97)           2005      1.000          1.071                -    

   Pioneer Fund Portfolio (5/03)                           2005      1.000          1.047                -    

   Pioneer Strategic Income Portfolio (5/97)               2005      1.000          1.009                -    

   Strategic Equity Portfolio (6/97)                       2005      1.000          1.046                -    

   Travelers Quality Bond Portfolio (5/97)                 2005      1.000          0.993                -    

   U.S. Government Securities Portfolio (5/04)             2005      1.000          1.001                -    

Travelers Series Fund Inc.                                                                                    
   SB Adjustable Rate Income Portfolio - Class I Shares                                                       
   (9/03)                                                  2005      1.000          1.004                -    

   Social Awareness Stock Portfolio (5/04)                 2005      1.000          1.047                -    

Van Kampen Life Investment Trust                                                                              
   Comstock Portfolio - Class II Shares (12/00)            2005      1.000          1.032                -    

   Enterprise Portfolio - Class II Shares (12/00)          2005      1.000          1.075                -    

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SEPARATE ACCOUNT CHARGES 1.85% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                          YEAR       YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------    ----   -------------  -------------  ---------------
                                                                                                                 
Variable Insurance Products Fund                                                                                 
   Contrafund<< Portfolio - Service Class 2 (5/00)            2005       1.000          1.134               -    

   Dynamic Capital Appreciation Portfolio - Service Class 2                                                      
   (12/00)                                                    2005       1.000          1.181               -    

   Mid Cap Portfolio - Service Class 2 (12/00)                2005       1.000          1.142               -    

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SEPARATE ACCOUNT CHARGES 1.90%

                                                        [Enlarge/Download Table]

                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Capital Appreciation Fund (4/97)                        2005      1.489          1.727                -    
                                                           2004      1.269          1.489                -    
                                                           2003      1.000          1.269                -    

   High Yield Bond Trust (5/04)                            2005      1.066          1.060                -    
                                                           2004      1.000          1.066                -    

   Managed Assets Trust (5/04)                             2005      1.075          1.095                -    
                                                           2004      1.000          1.075                -    

   Money Market Portfolio (7/97)                           2005      0.981          0.991                -    
                                                           2004      0.990          0.981                -    
                                                           2003      1.000          0.990                -    

AIM Variable Insurance Funds                                                                                  
   AIM V.I. Premier Equity Fund - Series I (9/00)          2005      1.313          1.362                -    
                                                           2004      1.266          1.313                -    
                                                           2003      1.000          1.266                -    

AllianceBernstein Variable Product Series Fund, Inc.                                                          
   AllianceBernstein Large-Cap Growth Portfolio - Class B                                                     
   (5/00)                                                  2005      1.333          1.502                -    
                                                           2004      1.253          1.333                -    
                                                           2003      1.000          1.253                -    

American Funds Insurance Series                                                                               
   Global Growth Fund - Class 2 Shares (5/03)              2005      1.438          1.609                -    
                                                           2004      1.291          1.438                -    
                                                           2003      1.000          1.291                -    

   Growth Fund - Class 2 Shares (5/03)                     2005      1.373          1.566                -    
                                                           2004      1.244          1.373                -    
                                                           2003      1.000          1.244                -    

   Growth-Income Fund - Class 2 Shares (5/03)              2005      1.353          1.405                -    
                                                           2004      1.249          1.353                -    
                                                           2003      1.000          1.249                -    

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SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                           YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------     ----  -------------  -------------  ---------------
                                                                                                                 
Credit Suisse Trust                                                                                              
   Credit Suisse Trust Emerging Markets Portfolio (6/98)      2005      1.773          2.226                -    
                                                              2004      1.446          1.773                -    
                                                              2003      1.000          1.446                -    

Delaware VIP Trust                                                                                               
   Delaware VIP REIT Series - Standard Class (6/98)           2005      1.764          1.855                -    
                                                              2004      1.369          1.764                -    
                                                              2003      1.000          1.369                -    

Dreyfus Variable Investment Fund                                                                                 
   Dreyfus VIF - Appreciation Portfolio - Initial Shares                                                         
   (5/98)                                                     2005      1.283          1.314                -    
                                                              2004      1.245          1.283                -    
                                                              2003      1.000          1.245                -    

   Dreyfus VIF - Developing Leaders Portfolio - Initial                                                          
   Shares (5/98)                                              2005      1.476          1.532                -    
                                                              2004      1.351          1.476                -    
                                                              2003      1.000          1.351                -    

FAM Variable Series Funds, Inc.                                                                                  
   Mercury Global Allocation V.I. Fund - Class III (11/03)    2005      1.203          1.301                -    
                                                              2004      1.074          1.203                -    
                                                              2003      1.000          1.074                -    

   Mercury Value Opportunities V.I. Fund - Class III (11/03)  2005      1.201          1.298                -    
                                                              2004      1.067          1.201                -    
                                                              2003      1.000          1.067                -    

Franklin Templeton Variable Insurance Products Trust                                                             
   Mutual Shares Securities Fund - Class 2 Shares (5/02)      2005      1.400          1.519                -    
                                                              2004      1.267          1.400                -    
                                                              2003      1.000          1.267                -    

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SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                           YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------     ----  -------------  -------------  ---------------
                                                                                                                 
   Templeton Developing Markets Securities Fund - Class 2                                                        
   Shares (5/03)                                              2005      1.766          2.208                -    
                                                              2004      1.443          1.766                -    
                                                              2003      1.000          1.443                -    

   Templeton Foreign Securities Fund - Class 2 Shares (5/04)  2005      1.148          1.241                -    
                                                              2004      1.000          1.148                -    

   Templeton Growth Securities Fund - Class 2 Shares (5/02)   2005      1.537          1.642                -    
                                                              2004      1.350          1.537                -    
                                                              2003      1.000          1.350                -    

Greenwich Street Series Fund                                                                                     
   Equity Index Portfolio - Class II Shares (6/99)            2005      1.402          1.435                -    
                                                              2004      1.297          1.402                -    
                                                              2003      1.000          1.297                -    

   Salomon Brothers Variable Aggressive Growth Fund - Class                                                      
   I Shares (5/02)                                            2005      1.495          1.612                -    
                                                              2004      1.396          1.495                -    
                                                              2003      1.000          1.396                -    

   Salomon Brothers Variable Growth & Income Fund - Class I                                                      
   Shares (5/02)                                              2005      1.402          1.425                -    
                                                              2004      1.318          1.402                -    
                                                              2003      1.000          1.318                -    

Janus Aspen Series                                                                                               
   Balanced Portfolio - Service Shares (5/00)                 2005      1.210          1.279          307,841    
                                                              2004      1.139          1.210          245,862    
                                                              2003      1.000          1.139          120,084    

   Global Life Sciences Portfolio - Service Shares (5/00)     2005      1.420          1.565                -    
                                                              2004      1.267          1.420                -    
                                                              2003      1.000          1.267                -    

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SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                  UNIT VALUE AT                 NUMBER OF UNITS
                                                                  BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                         YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------   ----  -------------  -------------  ---------------
                                                                                                               
   Global Technology Portfolio - Service Shares (5/00)      2005      1.452          1.589                -    
                                                            2004      1.471          1.452                -    
                                                            2003      1.000          1.471                -    

   Worldwide Growth Portfolio - Service Shares (5/00)       2005      1.320          1.367          253,462    
                                                            2004      1.287          1.320          296,755    
                                                            2003      1.000          1.287          214,936    

Lazard Retirement Series, Inc.                                                                                 
   Lazard Retirement Small Cap Portfolio (5/03)             2005      1.501          1.531                -    
                                                            2004      1.331          1.501                -    
                                                            2003      1.000          1.331                -    

Lord Abbett Series Fund, Inc.                                                                                  
   Growth and Income Portfolio (5/03)                       2005      1.371          1.389                -    
                                                            2004      1.240          1.371                -    
                                                            2003      1.000          1.240                -    

   Mid-Cap Value Portfolio (5/03)                           2005      1.528          1.623                -    
                                                            2004      1.255          1.528                -    
                                                            2003      1.000          1.255                -    

Oppenheimer Variable Account Funds                                                                             
   Oppenheimer Main Street Fund/VA - Service Shares (5/04)  2005      1.070          1.110                -    
                                                            2004      1.000          1.070                -    

PIMCO Variable Insurance Trust                                                                                 
   Real Return Portfolio - Administrative Class (5/03)      2005      1.116          1.118                -    
                                                            2004      1.044          1.116                -    
                                                            2003      1.000          1.044                -    

   Total Return Portfolio - Administrative Class (5/01)     2005      1.055          1.061                -    
                                                            2004      1.025          1.055                -    
                                                            2003      1.000          1.025                -    

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SEPARATE ACCOUNT CHARGES 1.90% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                   BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                          YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------    ----  -------------  -------------  ---------------
                                                                                                                
Putnam Variable Trust                                                                                           
   Putnam VT Discovery Growth Fund - Class IB Shares (5/01)  2005      1.411          1.485                -    
                                                             2004      1.337          1.411                -    
                                                             2003      1.000          1.337                -    

   Putnam VT International Equity Fund - Class IB Shares                                                        
   (5/01)                                                    2005      1.520          1.673                -    
                                                             2004      1.333          1.520                -    
                                                             2003      1.000          1.333                -    

   Putnam VT Small Cap Value Fund - Class IB Shares (5/01)   2005      1.914          2.011                -    
                                                             2004      1.546          1.914                -    
                                                             2003      1.000          1.546                -    

Salomon Brothers Variable Series Funds Inc.                                                                     
   All Cap Fund - Class I (10/98)                            2005      1.493          1.525          216,351    
                                                             2004      1.405          1.493          227,187    
                                                             2003      1.000          1.405          111,861    

   Investors Fund - Class I (6/98)                           2005      1.456          1.522          137,227    
                                                             2004      1.345          1.456          148,156    
                                                             2003      1.000          1.345          106,053    

   Large Cap Growth Fund - Class I (5/02)                    2005      1.417          1.464                -    
                                                             2004      1.437          1.417                -    
                                                             2003      1.000          1.437                -    

   Small Cap Growth Fund - Class I (5/00)                    2005      1.755          1.806          369,087    
                                                             2004      1.554          1.755          378,269    
                                                             2003      1.000          1.554          245,224    

The Travelers Series Trust                                                                                      
   AIM Capital Appreciation Portfolio (9/00)                 2005      1.361          1.452                -    
                                                             2004      1.302          1.361                -    
                                                             2003      1.000          1.302                -    

   Convertible Securities Portfolio (5/98)                   2005      1.278          1.259                -    
                                                             2004      1.226          1.278                -    
                                                             2003      1.000          1.226                -    

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                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Disciplined Mid Cap Stock Portfolio (6/97)              2005      1.565          1.727                -    
                                                           2004      1.370          1.565                -    
                                                           2003      1.000          1.370                -    

   Equity Income Portfolio (5/97)                          2005      1.460          1.497          343,036    
                                                           2004      1.354          1.460          335,457    
                                                           2003      1.000          1.354          209,770    

   Federated High Yield Portfolio (5/97)                   2005      1.288          1.296                -    
                                                           2004      1.190          1.288                -    
                                                           2003      1.000          1.190                -    

   Federated Stock Portfolio (5/97)                        2005      1.413          1.460                -    
                                                           2004      1.303          1.413                -    
                                                           2003      1.000          1.303                -    

   Large Cap Portfolio (6/97)                              2005      1.316          1.404          180,601    
                                                           2004      1.260          1.316          181,441    
                                                           2003      1.000          1.260          132,568    

   Mercury Large Cap Core Portfolio (5/98)                 2005      1.409          1.549                -    
                                                           2004      1.239          1.409                -    
                                                           2003      1.000          1.239                -    

   MFS Emerging Growth Portfolio (4/97)                    2005      1.421          1.378                -    
                                                           2004      1.285          1.421                -    
                                                           2003      1.000          1.285                -    

   MFS Mid Cap Growth Portfolio (4/98)                     2005      1.515          1.532                -    
                                                           2004      1.354          1.515                -    
                                                           2003      1.000          1.354                -    

   MFS Total Return Portfolio (5/97)                       2005      1.284          1.298                -    
                                                           2004      1.174          1.284                -    
                                                           2003      1.000          1.174                -    

   MFS Value Portfolio (5/00)                              2005      1.301          1.359                -    
                                                           2004      1.166          1.301                -    
                                                           2003      1.000          1.166                -    

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                                                        [Enlarge/Download Table]

                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Mondrian International Stock Portfolio (5/97)           2005      1.501          1.613                -    
                                                           2004      1.322          1.501                -    
                                                           2003      1.000          1.322                -    

   Pioneer Fund Portfolio (5/03)                           2005      1.322          1.375                -    
                                                           2004      1.213          1.322                -    
                                                           2003      1.000          1.213                -    

   Pioneer Strategic Income Portfolio (5/97)               2005      1.260          1.282                -    
                                                           2004      1.158          1.260                -    
                                                           2003      1.000          1.158                -    

   Strategic Equity Portfolio (6/97)                       2005      1.424          1.426                -    
                                                           2004      1.317          1.424                -    
                                                           2003      1.000          1.317                -    

   Travelers Quality Bond Portfolio (5/97)                 2005      1.060          1.057                -    
                                                           2004      1.046          1.060                -    
                                                           2003      1.000          1.046                -    

   U.S. Government Securities Portfolio (5/04)             2005      1.049          1.074                -    
                                                           2004      1.000          1.049                -    

Travelers Series Fund Inc.                                                                                    
   SB Adjustable Rate Income Portfolio - Class I Shares                                                       
   (9/03)                                                  2005      0.990          0.995                -    
                                                           2004      0.998          0.990                -    
                                                           2003      1.000          0.998                -    

   Social Awareness Stock Portfolio (5/04)                 2005      1.079          1.106                -    
                                                           2004      1.000          1.079                -    

Van Kampen Life Investment Trust                                                                              
   Comstock Portfolio - Class II Shares (12/00)            2005      1.535          1.568        1,402,729    
                                                           2004      1.332          1.535        1,285,562    
                                                           2003      1.000          1.332          734,820    

   Enterprise Portfolio - Class II Shares (12/00)          2005      1.293          1.368          116,850    
                                                           2004      1.269          1.293          116,927    
                                                           2003      1.000          1.269           58,967    

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                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                   BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                          YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------    ----  -------------  -------------  ---------------
                                                                                                                
Variable Insurance Products Fund                                                                                
   Contrafund<< Portfolio - Service Class 2 (5/00)           2005      1.485          1.700          774,934    
                                                             2004      1.315          1.485          771,810    
                                                             2003      1.000          1.315          578,163    

   Dynamic Capital Appreciation Portfolio - Service Class 2                                                     
   (12/00)                                                   2005      1.243          1.472                -    
                                                             2004      1.251          1.243                -    
                                                             2003      1.000          1.251                -    

   Mid Cap Portfolio - Service Class 2 (12/00)               2005      1.729          2.003          474,923    
                                                             2004      1.414          1.729          458,247    
                                                             2003      1.000          1.414          289,117    

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                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Capital Appreciation Fund (4/97)                        2005      1.486          1.722            3,670    
                                                           2004      1.268          1.486            3,676    
                                                           2003      1.000          1.268                -    

   High Yield Bond Trust (5/04)                            2005      1.066          1.058                -    
                                                           2004      1.000          1.066                -    

   Managed Assets Trust (5/04)                             2005      1.074          1.093                -    
                                                           2004      1.000          1.074                -    

   Money Market Portfolio (7/97)                           2005      0.979          0.988            4,855    
                                                           2004      0.989          0.979            4,855    
                                                           2003      1.000          0.989            2,015    

AIM Variable Insurance Funds                                                                                  
   AIM V.I. Premier Equity Fund - Series I (9/00)          2005      1.311          1.358                -    
                                                           2004      1.264          1.311                -    
                                                           2003      1.000          1.264                -    

AllianceBernstein Variable Product Series Fund, Inc.                                                          
   AllianceBernstein Large-Cap Growth Portfolio - Class B                                                     
   (5/00)                                                  2005      1.330          1.497            2,626    
                                                           2004      1.252          1.330            2,628    
                                                           2003      1.000          1.252            1,355    

American Funds Insurance Series                                                                               
   Global Growth Fund - Class 2 Shares (5/03)              2005      1.435          1.605                -    
                                                           2004      1.290          1.435                -    
                                                           2003      1.000          1.290                -    

   Growth Fund - Class 2 Shares (5/03)                     2005      1.371          1.561                -    
                                                           2004      1.243          1.371                -    
                                                           2003      1.000          1.243                -    

   Growth-Income Fund - Class 2 Shares (5/03)              2005      1.350          1.401                -    
                                                           2004      1.248          1.350                -    
                                                           2003      1.000          1.248                -    

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                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                           YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------     ----  -------------  -------------  ---------------
                                                                                                                 
Credit Suisse Trust                                                                                              
   Credit Suisse Trust Emerging Markets Portfolio (6/98)      2005      1.770          2.219                -    
                                                              2004      1.445          1.770                -    
                                                              2003      1.000          1.445                -    

Delaware VIP Trust                                                                                               
   Delaware VIP REIT Series - Standard Class (6/98)           2005      1.761          1.850                -    
                                                              2004      1.367          1.761                -    
                                                              2003      1.000          1.367                -    

Dreyfus Variable Investment Fund                                                                                 
   Dreyfus VIF - Appreciation Portfolio - Initial Shares                                                         
   (5/98)                                                     2005      1.281          1.311                -    
                                                              2004      1.244          1.281                -    
                                                              2003      1.000          1.244                -    

   Dreyfus VIF - Developing Leaders Portfolio - Initial                                                          
   Shares (5/98)                                              2005      1.473          1.528            6,005    
                                                              2004      1.350          1.473            6,007    
                                                              2003      1.000          1.350            2,863    

FAM Variable Series Funds, Inc.                                                                                  
   Mercury Global Allocation V.I. Fund - Class III (11/03)    2005      1.202          1.298                -    
                                                              2004      1.074          1.202                -    
                                                              2003      1.000          1.074                -    

   Mercury Value Opportunities V.I. Fund - Class III (11/03)  2005      1.200          1.295                -    
                                                              2004      1.067          1.200                -    
                                                              2003      1.000          1.067                -    

Franklin Templeton Variable Insurance Products Trust                                                             
   Mutual Shares Securities Fund - Class 2 Shares (5/02)      2005      1.398          1.515                -    
                                                              2004      1.266          1.398                -    
                                                              2003      1.000          1.266                -    

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                                                                    UNIT VALUE AT                 NUMBER OF UNITS
                                                                    BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                           YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------     ----  -------------  -------------  ---------------
                                                                                                                 
   Templeton Developing Markets Securities Fund - Class 2                                                        
   Shares (5/03)                                              2005      1.763          2.202                -    
                                                              2004      1.442          1.763                -    
                                                              2003      1.000          1.442                -    

   Templeton Foreign Securities Fund - Class 2 Shares (5/04)  2005      1.147          1.239                -    
                                                              2004      1.000          1.147                -    

   Templeton Growth Securities Fund - Class 2 Shares (5/02)   2005      1.534          1.637                -    
                                                              2004      1.349          1.534                -    
                                                              2003      1.000          1.349                -    

Greenwich Street Series Fund                                                                                     
   Equity Index Portfolio - Class II Shares (6/99)            2005      1.400          1.430                -    
                                                              2004      1.295          1.400                -    
                                                              2003      1.000          1.295                -    

   Salomon Brothers Variable Aggressive Growth Fund - Class                                                      
   I Shares (5/02)                                            2005      1.492          1.607        1,142,817    
                                                              2004      1.395          1.492          790,765    
                                                              2003      1.000          1.395          300,518    

   Salomon Brothers Variable Growth & Income Fund - Class I                                                      
   Shares (5/02)                                              2005      1.399          1.421                -    
                                                              2004      1.317          1.399                -    
                                                              2003      1.000          1.317                -    

Janus Aspen Series                                                                                               
   Balanced Portfolio - Service Shares (5/00)                 2005      1.208          1.275           13,533    
                                                              2004      1.138          1.208                -    
                                                              2003      1.000          1.138                -    

   Global Life Sciences Portfolio - Service Shares (5/00)     2005      1.417          1.561            2,539    
                                                              2004      1.266          1.417            2,541    
                                                              2003      1.000          1.266            1,364    

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                                                                  UNIT VALUE AT                 NUMBER OF UNITS
                                                                  BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                         YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------   ----  -------------  -------------  ---------------
                                                                                                               
   Global Technology Portfolio - Service Shares (5/00)      2005      1.449          1.585            3,454    
                                                            2004      1.470          1.449            3,461    
                                                            2003      1.000          1.470                -    

   Worldwide Growth Portfolio - Service Shares (5/00)       2005      1.317          1.363                -    
                                                            2004      1.286          1.317                -    
                                                            2003      1.000          1.286                -    

Lazard Retirement Series, Inc.                                                                                 
   Lazard Retirement Small Cap Portfolio (5/03)             2005      1.498          1.527                -    
                                                            2004      1.330          1.498                -    
                                                            2003      1.000          1.330                -    

Lord Abbett Series Fund, Inc.                                                                                  
   Growth and Income Portfolio (5/03)                       2005      1.369          1.385                -    
                                                            2004      1.239          1.369                -    
                                                            2003      1.000          1.239                -    

   Mid-Cap Value Portfolio (5/03)                           2005      1.525          1.618            2,629    
                                                            2004      1.255          1.525            2,631    
                                                            2003      1.000          1.255            1,405    

Oppenheimer Variable Account Funds                                                                             
   Oppenheimer Main Street Fund/VA - Service Shares (5/04)  2005      1.070          1.109                -    
                                                            2004      1.000          1.070                -    

PIMCO Variable Insurance Trust                                                                                 
   Real Return Portfolio - Administrative Class (5/03)      2005      1.114          1.115            9,287    
                                                            2004      1.044          1.114            9,294    
                                                            2003      1.000          1.044            4,731    

   Total Return Portfolio - Administrative Class (5/01)     2005      1.053          1.058                -    
                                                            2004      1.025          1.053                -    
                                                            2003      1.000          1.025                -    

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                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                   BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                          YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------    ----  -------------  -------------  ---------------
                                                                                                                
Putnam Variable Trust                                                                                           
   Putnam VT Discovery Growth Fund - Class IB Shares (5/01)  2005      1.408          1.481                -    
                                                             2004      1.336          1.408                -    
                                                             2003      1.000          1.336                -    

   Putnam VT International Equity Fund - Class IB Shares                                                        
   (5/01)                                                    2005      1.517          1.668                -    
                                                             2004      1.332          1.517                -    
                                                             2003      1.000          1.332                -    

   Putnam VT Small Cap Value Fund - Class IB Shares (5/01)   2005      1.911          2.005            2,135    
                                                             2004      1.545          1.911            2,142    
                                                             2003      1.000          1.545            2,149    

Salomon Brothers Variable Series Funds Inc.                                                                     
   All Cap Fund - Class I (10/98)                            2005      1.491          1.520          529,664    
                                                             2004      1.404          1.491          335,551    
                                                             2003      1.000          1.404           24,374    

   Investors Fund - Class I (6/98)                           2005      1.454          1.518           56,380    
                                                             2004      1.344          1.454           44,793    
                                                             2003      1.000          1.344            3,605    

   Large Cap Growth Fund - Class I (5/02)                    2005      1.415          1.459          409,791    
                                                             2004      1.436          1.415          373,758    
                                                             2003      1.000          1.436           92,228    

   Small Cap Growth Fund - Class I (5/00)                    2005      1.752          1.801          616,158    
                                                             2004      1.552          1.752          824,424    
                                                             2003      1.000          1.552          110,336    

The Travelers Series Trust                                                                                      
   AIM Capital Appreciation Portfolio (9/00)                 2005      1.358          1.448          359,702    
                                                             2004      1.301          1.358          357,130    
                                                             2003      1.000          1.301           29,659    

   Convertible Securities Portfolio (5/98)                   2005      1.276          1.255            9,376    
                                                             2004      1.224          1.276            9,381    
                                                             2003      1.000          1.224            4,520    

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                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Disciplined Mid Cap Stock Portfolio (6/97)              2005      1.563          1.722                -    
                                                           2004      1.369          1.563                -    
                                                           2003      1.000          1.369                -    

   Equity Income Portfolio (5/97)                          2005      1.457          1.492          787,517    
                                                           2004      1.353          1.457          362,896    
                                                           2003      1.000          1.353           54,268    

   Federated High Yield Portfolio (5/97)                   2005      1.286          1.293            4,098    
                                                           2004      1.188          1.286            4,098    
                                                           2003      1.000          1.188            1,761    

   Federated Stock Portfolio (5/97)                        2005      1.411          1.456                -    
                                                           2004      1.302          1.411                -    
                                                           2003      1.000          1.302                -    

   Large Cap Portfolio (6/97)                              2005      1.314          1.400          632,954    
                                                           2004      1.259          1.314          698,341    
                                                           2003      1.000          1.259           34,870    

   Mercury Large Cap Core Portfolio (5/98)                 2005      1.407          1.545                -    
                                                           2004      1.238          1.407                -    
                                                           2003      1.000          1.238                -    

   MFS Emerging Growth Portfolio (4/97)                    2005      1.418          1.375                -    
                                                           2004      1.284          1.418            3,739    
                                                           2003      1.000          1.284            1,619    

   MFS Mid Cap Growth Portfolio (4/98)                     2005      1.513          1.528            3,535    
                                                           2004      1.352          1.513                -    
                                                           2003      1.000          1.352                -    

   MFS Total Return Portfolio (5/97)                       2005      1.282          1.294        1,681,703    
                                                           2004      1.173          1.282          842,454    
                                                           2003      1.000          1.173           19,557    

   MFS Value Portfolio (5/00)                              2005      1.300          1.357                -    
                                                           2004      1.166          1.300                -    
                                                           2003      1.000          1.166                -    

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                                                                 UNIT VALUE AT                 NUMBER OF UNITS
                                                                 BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                        YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------  ----  -------------  -------------  ---------------
                                                                                                              
   Mondrian International Stock Portfolio (5/97)           2005      1.499          1.609                -    
                                                           2004      1.321          1.499                -    
                                                           2003      1.000          1.321                -    

   Pioneer Fund Portfolio (5/03)                           2005      1.320          1.372                -    
                                                           2004      1.212          1.320                -    
                                                           2003      1.000          1.212                -    

   Pioneer Strategic Income Portfolio (5/97)               2005      1.258          1.278                -    
                                                           2004      1.157          1.258                -    
                                                           2003      1.000          1.157                -    

   Strategic Equity Portfolio (6/97)                       2005      1.422          1.422            3,753    
                                                           2004      1.316          1.422            3,753    
                                                           2003      1.000          1.316            1,624    

   Travelers Quality Bond Portfolio (5/97)                 2005      1.058          1.054           11,633    
                                                           2004      1.045          1.058           11,640    
                                                           2003      1.000          1.045            6,284    

   U.S. Government Securities Portfolio (5/04)             2005      1.048          1.072                -    
                                                           2004      1.000          1.048                -    

Travelers Series Fund Inc.                                                                                    
   SB Adjustable Rate Income Portfolio - Class I Shares                                                       
   (9/03)                                                  2005      0.989          0.993            6,174    
                                                           2004      0.998          0.989            6,185    
                                                           2003      1.000          0.998                -    

   Social Awareness Stock Portfolio (5/04)                 2005      1.079          1.104                -    
                                                           2004      1.000          1.079                -    

Van Kampen Life Investment Trust                                                                              
   Comstock Portfolio - Class II Shares (12/00)            2005      1.532          1.563        4,003,379    
                                                           2004      1.331          1.532        3,065,968    
                                                           2003      1.000          1.331          309,664    

   Enterprise Portfolio - Class II Shares (12/00)          2005      1.290          1.364          195,389    
                                                           2004      1.268          1.290          173,995    
                                                           2003      1.000          1.268                -    

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SEPARATE ACCOUNT CHARGES 2.00% (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                   UNIT VALUE AT                 NUMBER OF UNITS
                                                                   BEGINNING OF   UNIT VALUE AT  OUTSTANDING AT 
                     PORTFOLIO NAME                          YEAR      YEAR        END OF YEAR     END OF YEAR  
---------------------------------------------------------    ----  -------------  -------------  ---------------
                                                                                                                
Variable Insurance Products Fund                                                                                
   Contrafund<< Portfolio - Service Class 2 (5/00)           2005      1.483          1.695         2,270,594   
                                                             2004      1.313          1.483         1,568,218   
                                                             2003      1.000          1.313           395,211   

   Dynamic Capital Appreciation Portfolio - Service Class 2                                                     
   (12/00)                                                   2005      1.241          1.468             2,668   
                                                             2004      1.250          1.241             2,670   
                                                             2003      1.000          1.250             1,377   

   Mid Cap Portfolio - Service Class 2 (12/00)               2005      1.726          1.997         1,740,003   
                                                             2004      1.412          1.726         1,095,825   
                                                             2003      1.000          1.412            97,113   

 NOTES

The date next to each funding option's name reflects the date money first came  
into the funding option through the Separate Account.                           

Funding options not listed above had no amount allocated to them or were not    
available as of December 31, 2005.                                              

"Number of Units Outstanding at End of Year" may include units for Contracts    
Owners in payout phase, where appropriate.                                      

If an accumulation unit value has no assets and units across all sub-accounts   
within the Separate Account, and has had no assets and units for the history    
displayed on the Condensed Financial Information in the past, then it may not be
displayed.                                                                      

Effective 04/18/2005: Lazard International Stock Portfolio changed its name to  
Mondrian International Stock Portfolio.                                         

Effective 04/18/2005: Merrill Lynch Large Cap Core Portfolio changed its name to
Mercury Large Cap Core Portfolio.                                               

Effective 04/18/2005: AllianceBernstein Premier Growth Portfolio - Class B      
changed its name to AllianceBernstein Large - Cap Growth Portfolio - Class B.   

Effective 04/18/2005: Merrill Lynch Value Opportunities V.I. Fund - Class III   
changed its name to Mercury Value Opportunities V.I. Fund - Class III.          

Effective 04/18/2005: Merrill Lynch Global Allocation V.I. Fund - Class III     
changed its name to Mercury Global Allocation V.I. Fund - Class III.            

On 02/25/2005, The Travelers Series Trust: MFS Emerging Growth Portfolio was    
merged into the Traveler Series Trust: MFS Mid Cap Growth Portfolio and is no   
longer available as a funding option.                                           

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 NOTES (CONTINUED)

On 02/25/2005, The Dreyfus/Laurel Funds, Inc: Dreyfus Disciplined Stock Fund was
replaced by the Greenwich Street Series Fund: Equity Index Portfolio - Class II 
Shares and is no longer available as a funding option.                          

On 02/25/2005, The Neuberger Berman Equity Assets: Newberger Berman Guardian    
Fund Advisor Class was replaced by the American Funds Insurance Series: Growth -
Income Fund - Class 2 Shares, and is no longer available as a funding option.   

On 02/25/2005. The Greenwich Street Series Funds:Diversified Strategic Income   
Portfolio was replaced by The Travelers Series Trust: Pioneer Strategic Income  
Portfolio and is no longer available as a funding option.                       

On 02/25/2005. The Smith Barney Equity Funds: Smith Barney Social Awareness Fund
- Class A was replaced by The Travelers Series Fund, Inc: Social Awareness Stock
Portfolio and is no longer available as a funding option.                       

On 02/25/2005. The Dreyfus A Bonds Plus, Inc: Dreyfus A Bonds Plus, Inc was     
replaced by The Travelers Series Trust: U.S. Government Securities Portfolio    
and is no longer available as a funding option.                                 

AIM Variable Insurance Funds, Inc. : AIM Premier Equity Fund - Series I is no   
longer available to new contract owners.                                        

Credit Suisse Trust: Emerging Markets Portfolio is no longer available to new   
contract owners.                                                                

Putnam Variable Trust: Putnam VT Discovery Growth Fund - Class IB Share is no   
longer available to new contract owners.                                        

Putnam Variable Trust: Putnam VT International Equity Fund - Class IB Shares is 
no longer available to new contract holders.                                    

AIM V.I. Premier Equity Fund - Series I is no longer available to new contract  
owners.                                                                         

AllianceBernstein Large - Cap Growth Portfolio - Class B is no longer available 
to new contract owners.                                                         

Federated Stock Portfolio is no longer available to new contract owners.        

Fidelity VIP Dynamic Capital Appreciation Portfolio - Service Class 2 is no     
longer available to new contract owners.                                        

Fixed Fund is no longer available to new contract owners.                       

Janus Aspen Balanced Portfolio - Service Shares is no longer available to new   
contract owners.                                                                

Janus Aspen Global Life Sciences Portfolio - Service Shares is no longer        
available to new contract owners.                                               

Janus Aspen Worldwide Growth Portfolio - Service Shares is no longer available  
to new contract owners.                                                         

Van Kampen LIT Enterprise Portfolio Class II Shares is no longer available to   
new contract owners.                                                            

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ANNUAL REPORT                                                                   
DECEMBER 31, 2005                                                               

              THE TRAVELERS FUND ABD
              FOR VARIABLE ANNUITIES
              OF
                 THE TRAVELERS INSURANCE COMPANY

The Travelers Insurance Company                                                 
One Cityplace                                                                   
Hartford, CT  06103                                                             

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         

To the Policyholders of                                                         
The Travelers Fund ABD for Variable Annuities                                   
and the Board of Directors of                                                   
The Travelers Insurance Company:                                                

We have  audited the  accompanying  statement of assets and  liabilities  of the
sub-accounts  (as disclosed in Appendix A) comprising The Travelers Fund ABD for
Variable Annuities (the "Separate  Account") of The Travelers  Insurance Company
("TIC") as of December 31, 2005,  and the related  statements of operations  and
changes in net assets for the  period in the year then  ended.  These  financial
statements are the  responsibility  of the Separate  Account's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.                                                                     

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of  material  misstatement.  The  Separate  Account  is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial  reporting.  An audit includes  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Separate  Account's  internal control over
financial  reporting.  Accordingly,  we express no such  opinion.  An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  Our procedures included confirmation
of  securities  owned  as of  December  31,  2005,  by  correspondence  with the
custodian.  We  believe  that our  audits  provide  a  reasonable  basis for our
opinion.                                                                        

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of each of the  sub-accounts
comprising The Travelers  Fund ABD for Variable  Annuities of TIC as of December
31, 2005,  the results of their  operations  and the changes in their net assets
for the period in the year then ended, in conformity with accounting  principles
generally accepted in the United States of America.                             

/s/  DELOITTE & TOUCHE LLP                                                      
Certified Public Accountants                                                    

Tampa, Florida                                                                  
March 15, 2006                                                                  

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APPENDIX A

AIM Capital Appreciation Portfolio
 AIM V.I. Premier Equity Fund - Series I
All Cap Fund - Class I
AllianceBernstein Large-Cap Growth Portfolio - Class B
Appreciation Portfolio
 Balanced Portfolio - Service Shares
 Capital Appreciation Fund
 Comstock Portfolio - Class I Shares
Comstock Portfolio - Class II Shares
 Contrafund(R) Portfolio - Service Class 2
Convertible Securities Portfolio
 Core Plus Fixed Income Portfolio - Class II
Credit Suisse Trust Emerging Markets Portfolio
 Delaware VIP REIT Series - Standard Class
 Disciplined Mid Cap Stock Portfolio
Diversified Strategic Income Portfolio
 Dreyfus VIF - Appreciation Portfolio - Initial Shares
 Dreyfus VIF - Developing Leaders Portfolio - Initial Shares
Dynamic Capital Appreciation Portfolio - Service Class 2
Emerging Growth Portfolio - Class I Shares
 Emerging Growth Portfolio - Class II Shares
 Emerging Markets Equity Portfolio - Class I
 Enterprise Portfolio - Class I Shares
Enterprise Portfolio - Class II Shares
Equity and Income Portfolio - Class II
 Equity Growth Portfolio - Class I
 Equity Income Portfolio
Equity Index Portfolio - Class II Shares
Federated High Yield Portfolio
 Federated Stock Portfolio
Forty Portfolio - Service Shares
 Fundamental Value Portfolio
 Global Franchise Portfolio - Class II
 Global Growth Fund - Class 2 Shares
 Global Life Sciences Portfolio - Service Shares
Global Technology Portfolio - Service Shares
 Global Value Equity Portfolio - Class I
 Government Portfolio - Class I Shares
Government Portfolio - Class II Shares
 Growth and Income Portfolio
 Growth and Income Portfolio - Class B
Growth and Income Portfolio - Class I Shares
 Growth and Income Portfolio - Class II Shares
Growth Fund - Class 2 Shares
 Growth-Income Fund - Class 2 Shares
High Yield Bond Fund - Class I
 High Yield Bond Trust
Investors Fund - Class I
 Large Cap Growth Fund - Class I
 Large Cap Portfolio
 Lazard Retirement Small Cap Portfolio
Managed Assets Trust
 Mercury Global Allocation V.I. Fund - Class III
Mercury Large Cap Core Portfolio
 Mercury Value Opportunities V.I. Fund - Class III
 MFS Emerging Growth Portfolio
MFS Mid Cap Growth Portfolio
MFS Total Return Portfolio
 MFS Value Portfolio
Mid Cap Growth Portfolio - Class I
 Mid Cap Portfolio - Service Class 2
 Mid Cap Value Portfolio - Class I
Mid Cap Value Portfolio - Service Shares
 Mid-Cap Value Portfolio
Mondrian International Stock Portfolio
Money Market Portfolio
 Money Market Portfolio - Class I Shares
Money Market Portfolio - Class II Shares
Mutual Shares Securities Fund - Class 2 Shares
Oppenheimer Main Street Fund/VA - Service Shares
Pioneer Fund Portfolio
Pioneer Strategic Income Portfolio
 Putnam VT Discovery Growth Fund - Class IB Shares
 Putnam VT International Equity Fund - Class IB Shares
Putnam VT Small Cap Value Fund - Class IB Shares
Real Return Portfolio - Administrative Class
 Salomon Brothers Variable Aggressive Growth Fund - Class I Shares
 Salomon Brothers Variable Growth & Income Fund - Class I Shares
SB Adjustable Rate Income Portfolio - Class I Shares
 Scudder International Select Equity Portfolio - Class B
 Small Cap Growth Fund - Class I
 Small Company Growth Portfolio - Class II
Smith Barney Aggressive Growth Portfolio
Smith Barney Large Capitalization Growth Portfolio
Social Awareness Stock Portfolio
 Strategic Bond Fund - Class I
Strategic Equity Portfolio
 Style Focus Series: Small Cap Value Portfolio
Technology Portfolio - Class I
 Templeton Developing Markets Securities Fund - Class 2 Shares
Templeton Foreign Securities Fund - Class 2 Shares
 Templeton Growth Securities Fund - Class 2 Shares
 The Dividend Growth Portfolio - Class Y
The Equity Portfolio - Class Y
 The S&P 500 Index Portfolio - Class Y
 Total Return Portfolio - Administrative Class
Travelers Quality Bond Portfolio
U.S. Government Securities Portfolio
U.S. Real Estate Portfolio - Class I
 Value Portfolio - Class I
 Worldwide Growth Portfolio - Service Shares

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 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of the Travelers Insurance Company and Owners of Variable
Annuity Contracts of the Travelers Fund ABD for Variable Annuities:             

We have audited the statement of changes in net assets of The Travelers Fund ABD
for Variable  Annuities  (comprised of the sub-accounts  disclosed in Note 1 and
Note 4) for the year or lesser periods ended December 31, 2004 and the financial
highlights for each of the years or lesser periods in the four-year  period then
ended.  The statement of changes in net assets and the financial  highlights are
the responsibility of the Company's management. Our responsibility is to express
an  opinion  on the  statement  of  changes  in net  assets  and  the  financial
highlights based on our audits.                                                 

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 2004, by correspondence  with the underlying
funds.  An audit also includes  assessing  the  accounting  principles  used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.                                               

In our opinion,  the statement of changes in net assets and financial highlights
referred to above present fairly, in all material  respects,  the changes in net
assets  of each of the  sub-accounts  constituting  The  Travelers  Fund ABD for
Variable  Annuities for the year or lesser periods then ended, and the financial
highlights for each of the years or lesser periods in the four-year  period then
ended, in conformity with U.S. generally accepted accounting principles.        

/s/ KPMG LLP                                                                    

Hartford, Connecticut                                                           
March 21, 2005                                                                  

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 STATEMENT OF ASSETS AND LIABILITIES
 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                     CAPITAL                                                      
                                  APPRECIATION      HIGH YIELD        MANAGED        MONEY MARKET 
                                      FUND          BOND TRUST      ASSETS TRUST      PORTFOLIO   
                                ---------------  ---------------  ---------------  ---------------
                                                                                                  
ASSETS:                                                                                           
  Investments at market value:  $    44,756,726  $        91,769  $       190,611  $    18,027,966

  Receivables:                                                                                    
    Dividends ................               --               --               --           30,925
                                ---------------  ---------------  ---------------  ---------------

      Total Assets ...........       44,756,726           91,769          190,611       18,058,891
                                ---------------  ---------------  ---------------  ---------------

LIABILITIES:                                                                                      
  Payables:                                                                                       
    Insurance charges ........            1,534                3                7              622
    Administrative fees ......              184               --                1               74
                                ---------------  ---------------  ---------------  ---------------

      Total Liabilities ......            1,718                3                8              696
                                ---------------  ---------------  ---------------  ---------------

NET ASSETS:                     $    44,755,008  $        91,766  $       190,603  $    18,058,195
                                ===============  ===============  ===============  ===============

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                   AIM V.I.      ALLIANCEBERNSTEIN                                   
                                    PREMIER          LARGE-CAP           GLOBAL                      
                                 EQUITY FUND -   GROWTH PORTFOLIO -  GROWTH FUND -    GROWTH FUND -  
                                   SERIES I           CLASS B        CLASS 2 SHARES   CLASS 2 SHARES 
                                ---------------  ------------------  ---------------  ---------------
                                                                                                     
ASSETS:                                                                                              
  Investments at market value:  $     3,780,911    $     7,957,001   $       113,396  $       689,803

  Receivables:                                                                                       
    Dividends ................               --                 --                --               --
                                ---------------    ---------------   ---------------  ---------------

      Total Assets ...........        3,780,911          7,957,001           113,396          689,803
                                ---------------    ---------------   ---------------  ---------------

LIABILITIES:                                                                                         
  Payables:                                                                                          
    Insurance charges ........              129                273                 4               24
    Administrative fees ......               16                 33                --                3
                                ---------------    ---------------   ---------------  ---------------

      Total Liabilities ......              145                306                 4               27
                                ---------------    ---------------   ---------------  ---------------

NET ASSETS:                     $     3,780,766    $     7,956,695   $       113,392  $       689,776
                                ===============    ===============   ===============  ===============

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                      DREYFUS VIF -      DREYFUS VIF -                     
  GROWTH-INCOME    CREDIT SUISSE      DELAWARE VIP    APPRECIATION         DEVELOPING       MERCURY GLOBAL 
 FUND - CLASS 2    TRUST EMERGING    REIT SERIES -     PORTFOLIO -    LEADERS PORTFOLIO -  ALLOCATION V.I. 
     SHARES      MARKETS PORTFOLIO   STANDARD CLASS  INITIAL SHARES      INITIAL SHARES    FUND - CLASS III
---------------  -----------------  ---------------  ---------------  -------------------  ----------------
                                                                                                           
$     1,326,689   $     3,036,486   $     9,543,481  $     8,761,815     $    14,624,911    $        72,335

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

      1,326,689         3,036,486         9,543,481        8,761,815          14,624,911             72,335
---------------   ---------------   ---------------  ---------------     ---------------    ---------------

             46               104               329              300                 503                  3
              5                12                39               36                  60                 --
---------------   ---------------   ---------------  ---------------     ---------------    ---------------

             51               116               368              336                 563                  3
---------------   ---------------   ---------------  ---------------     ---------------    ---------------

$     1,326,638   $     3,036,370   $     9,543,113  $     8,761,479     $    14,624,348    $        72,332
===============   ===============   ===============  ===============     ===============    ===============

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                 MERCURY VALUE                          TEMPLETON                        
                                 OPPORTUNITIES     MUTUAL SHARES    DEVELOPING MARKETS  TEMPLETON FOREIGN
                                  V.I. FUND -    SECURITIES FUND -  SECURITIES FUND -   SECURITIES FUND -
                                   CLASS III       CLASS 2 SHARES     CLASS 2 SHARES      CLASS 2 SHARES 
                                ---------------  -----------------  ------------------  -----------------
                                                                                                         
ASSETS:                                                                                                  
  Investments at market value:  $        12,392   $       562,740    $       993,690      $       299,626

  Receivables:                                                                                           
    Dividends ................               --                --                 --                   --
                                ---------------   ---------------    ---------------      ---------------

      Total Assets ...........           12,392           562,740            993,690              299,626
                                ---------------   ---------------    ---------------      ---------------

LIABILITIES:                                                                                             
  Payables:                                                                                              
    Insurance charges ........                1                20                 34                   10
    Administrative fees ......               --                 2                  4                    1
                                ---------------   ---------------    ---------------      ---------------

      Total Liabilities ......                1                22                 38                   11
                                ---------------   ---------------    ---------------      ---------------

NET ASSETS:                     $        12,391   $       562,718    $       993,652      $       299,615
                                ===============   ===============    ===============      ===============

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                                                         SALOMON BROTHERS  
TEMPLETON GROWTH                      DIVERSIFIED      EQUITY INDEX                     VARIABLE AGGRESSIVE
SECURITIES FUND -    APPRECIATION   STRATEGIC INCOME    PORTFOLIO -      FUNDAMENTAL      GROWTH FUND -    
 CLASS 2 SHARES       PORTFOLIO        PORTFOLIO      CLASS II SHARES  VALUE PORTFOLIO    CLASS I SHARES   
-----------------  ---------------  ----------------  ---------------  ---------------  -------------------
                                                                                                           
$       828,841    $    21,832,611  $     9,603,683   $    13,500,340  $    34,996,233    $     2,598,196  

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

        828,841         21,832,611        9,603,683        13,500,340       34,996,233          2,598,196  
---------------    ---------------  ---------------   ---------------  ---------------    ---------------  

             29                747              329               470            1,198                130  
              3                 90               40                56              144                 11  
---------------    ---------------  ---------------   ---------------  ---------------    ---------------  

             32                837              369               526            1,342                141  
---------------    ---------------  ---------------   ---------------  ---------------    ---------------  

$       828,809    $    21,831,774  $     9,603,314   $    13,499,814  $    34,994,891    $     2,598,055  
===============    ===============  ===============   ===============  ===============    ===============  

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                SALOMON BROTHERS                                                              
                                VARIABLE GROWTH &                                              GLOBAL LIFE -  
                                  INCOME FUND -    BALANCED PORTFOLIO -  FORTY PORTFOLIO -  SCIENCES PORTFOLIO
                                 CLASS I SHARES       SERVICE SHARES       SERVICE SHARES     SERVICE SHARES  
                                ---------------    --------------------  -----------------  ------------------
                                                                                                              
ASSETS:                                                                                                       
  Investments at market value:  $        51,073      $    13,013,770      $     1,233,411     $     3,183,315 

  Receivables:                                                                                                
    Dividends ................               --                   --                   --                  -- 
                                ---------------      ---------------      ---------------     --------------- 

      Total Assets ...........           51,073           13,013,770            1,233,411           3,183,315 
                                ---------------      ---------------      ---------------     --------------- 

LIABILITIES:                                                                                                  
  Payables:                                                                                                   
    Insurance charges ........                2                  457                   50                 109 
    Administrative fees ......               --                   54                    5                  13 
                                ---------------      ---------------      ---------------     --------------- 

      Total Liabilities ......                2                  511                   55                 122 
                                ---------------      ---------------      ---------------     --------------- 

NET ASSETS:                     $        51,071      $    13,013,259      $     1,233,356     $     3,183,193 
                                ===============      ===============      ===============     =============== 

 See Notes to Financial Statements

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                                                        [Enlarge/Download Table]

    GLOBAL                                                  LAZARD                                        
  TECHNOLOGY          MID CAP           WORLDWIDE         RETIREMENT                                      
  PORTFOLIO -    VALUE PORTFOLIO -  GROWTH PORTFOLIO -     SMALL CAP        GROWTH AND         MID-CAP    
SERVICE SHARES     SERVICE SHARES     SERVICE SHARES       PORTFOLIO     INCOME PORTFOLIO  VALUE PORTFOLIO
---------------  -----------------  ------------------  ---------------  ----------------  ---------------
                                                                                                          
$     3,038,508   $       775,229    $     7,048,759    $       104,152   $       321,582  $       306,784

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

      3,038,508           775,229          7,048,759            104,152           321,582          306,784
---------------   ---------------    ---------------    ---------------   ---------------  ---------------

            104                32                248                  4                11               11
             13                 3                 29                 --                 1                1
---------------   ---------------    ---------------    ---------------   ---------------  ---------------

            117                35                277                  4                12               12
---------------   ---------------    ---------------    ---------------   ---------------  ---------------

$     3,038,391   $       775,194    $     7,048,482    $       104,148   $       321,570  $       306,772
===============   ===============    ===============    ===============   ===============  ===============

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                                                      OPPENHEIMER  
                                                                                      MAIN STREET  
                                    DIVIDEND          EQUITY           S&P 500         FUND/VA -   
                                GROWTH PORTFOLIO     PORTFOLIO     INDEX PORTFOLIO   SERVICE SHARES
                                ----------------  ---------------  ---------------  ---------------
                                                                                                   
ASSETS:                                                                                            
  Investments at market value:   $       639,260  $       230,591  $     1,182,380  $        53,192

  Receivables:                                                                                     
    Dividends ................                --               --               --               --
                                 ---------------  ---------------  ---------------  ---------------

      Total Assets ...........           639,260          230,591        1,182,380           53,192
                                 ---------------  ---------------  ---------------  ---------------

LIABILITIES:                                                                                       
  Payables:                                                                                        
    Insurance charges ........                32               12               57                2
    Administrative fees ......                 3                1                5               --
                                 ---------------  ---------------  ---------------  ---------------

      Total Liabilities ......                35               13               62                2
                                 ---------------  ---------------  ---------------  ---------------

NET ASSETS:                      $       639,225  $       230,578  $     1,182,318  $        53,190
                                 ===============  ===============  ===============  ===============

 See Notes to Financial Statements

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                                                        [Enlarge/Download Table]

   REAL RETURN     TOTAL RETURN      PUTNAM VT        PUTNAM VT        PUTNAM VT                    
   PORTFOLIO -     PORTFOLIO -       DISCOVERY      INTERNATIONAL      SMALL CAP                    
 ADMINISTRATIVE   ADMINISTRATIVE   GROWTH FUND -    EQUITY FUND -     VALUE FUND -    ALL CAP FUND -
      CLASS           CLASS       CLASS IB SHARES  CLASS IB SHARES  CLASS IB SHARES      CLASS I    
---------------  ---------------  ---------------  ---------------  ---------------  ---------------
                                                                                                    
$       603,782  $    20,747,455  $       222,631  $     2,390,571  $     2,476,758  $    20,717,828

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

        603,782       20,747,455          222,631        2,390,571        2,476,758       20,717,828
---------------  ---------------  ---------------  ---------------  ---------------  ---------------

             21              714                8               82               85              740
              3               85                1               10               10               85
---------------  ---------------  ---------------  ---------------  ---------------  ---------------

             24              799                9               92               95              825
---------------  ---------------  ---------------  ---------------  ---------------  ---------------

$       603,758  $    20,746,656  $       222,622  $     2,390,479  $     2,476,663  $    20,717,003
===============  ===============  ===============  ===============  ===============  ===============

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                   HIGH YIELD                         LARGE CAP        SMALL CAP   
                                   BOND FUND -   INVESTORS FUND -   GROWTH FUND -    GROWTH FUND - 
                                     CLASS I          CLASS I          CLASS I          CLASS I    
                                ---------------  ----------------  ---------------  ---------------
                                                                                                   
ASSETS:                                                                                            
  Investments at market value:  $     3,655,023   $    22,275,971  $     1,353,687  $     5,041,983

  Receivables:                                                                                     
    Dividends ................               --                --               --               --
                                ---------------   ---------------  ---------------  ---------------

      Total Assets ...........        3,655,023        22,275,971        1,353,687        5,041,983
                                ---------------   ---------------  ---------------  ---------------

LIABILITIES:                                                                                       
  Payables:                                                                                        
    Insurance charges ........              163               776               66              222
    Administrative fees ......               15                92                5               21
                                ---------------   ---------------  ---------------  ---------------

      Total Liabilities ......              178               868               71              243
                                ---------------   ---------------  ---------------  ---------------

NET ASSETS:                     $     3,654,845   $    22,275,103  $     1,353,616  $     5,041,740
                                ===============   ===============  ===============  ===============

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                         SCUDDER                                                       
                                      INTERNATIONAL                                                    
    STRATEGIC        GROWTH AND       SELECT EQUITY     AIM CAPITAL      CONVERTIBLE      DISCIPLINED  
   BOND FUND -   INCOME PORTFOLIO -    PORTFOLIO -     APPRECIATION       SECURITIES        MID CAP    
     CLASS I          CLASS B            CLASS B         PORTFOLIO        PORTFOLIO     STOCK PORTFOLIO
---------------  ------------------  ---------------  ---------------  ---------------  ---------------
                                                                                                       
$     8,127,193   $       641,987    $     3,422,686  $     3,092,626  $    13,386,742  $    11,338,747

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

      8,127,193           641,987          3,422,686        3,092,626       13,386,742       11,338,747
---------------   ---------------    ---------------  ---------------  ---------------  ---------------

            354                33                174              119              459              390
             33                 2                 14               13               55               47
---------------   ---------------    ---------------  ---------------  ---------------  ---------------

            387                35                188              132              514              437
---------------   ---------------    ---------------  ---------------  ---------------  ---------------

$     8,126,806   $       641,952    $     3,422,498  $     3,092,494  $    13,386,228  $    11,338,310
===============   ===============    ===============  ===============  ===============  ===============

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                    FEDERATED                                     
                                 EQUITY INCOME      HIGH YIELD       FEDERATED       LARGE CAP    
                                   PORTFOLIO        PORTFOLIO     STOCK PORTFOLIO    PORTFOLIO    
                                ---------------  ---------------  ---------------  ---------------
                                                                                                  
ASSETS:                                                                                           
  Investments at market value:  $    40,766,837  $    12,912,057  $     7,531,755  $    25,374,911

  Receivables:                                                                                    
    Dividends ................               --               --               --               --
                                ---------------  ---------------  ---------------  ---------------

      Total Assets ...........       40,766,837       12,912,057        7,531,755       25,374,911
                                ---------------  ---------------  ---------------  ---------------

LIABILITIES:                                                                                      
  Payables:                                                                                       
    Insurance charges ........            1,447              444              258              898
    Administrative fees ......              168               53               31              104
                                ---------------  ---------------  ---------------  ---------------

      Total Liabilities ......            1,615              497              289            1,002
                                ---------------  ---------------  ---------------  ---------------

NET ASSETS:                     $    40,765,222  $    12,911,560  $     7,531,466  $    25,373,909
                                ===============  ===============  ===============  ===============

 See Notes to Financial Statements

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 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

     MERCURY                                                              MONDRIAN                    
    LARGE CAP      MFS MID CAP        MFS TOTAL         MFS VALUE      INTERNATIONAL    PIONEER FUND  
 CORE PORTFOLIO  GROWTH PORTFOLIO  RETURN PORTFOLIO     PORTFOLIO     STOCK PORTFOLIO    PORTFOLIO    
---------------  ----------------  ----------------  ---------------  ---------------  ---------------
                                                                                                      
$     1,894,224  $    25,491,941   $    66,088,447   $       122,106  $    13,716,962  $        27,194

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

      1,894,224       25,491,941        66,088,447           122,106       13,716,962           27,194
---------------  ---------------   ---------------   ---------------  ---------------  ---------------

             65              873             2,322                 4              470                1
              8              105               272                --               57               --
---------------  ---------------   ---------------   ---------------  ---------------  ---------------

             73              978             2,594                 4              527                1
---------------  ---------------   ---------------   ---------------  ---------------  ---------------

$     1,894,151  $    25,490,963   $    66,085,853   $       122,102  $    13,716,435  $        27,193
===============  ===============   ===============   ===============  ===============  ===============

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                     PIONEER                           STYLE FOCUS                      
                                    STRATEGIC        STRATEGIC      SERIES: SMALL CAP  TRAVELERS QUALITY
                                INCOME PORTFOLIO  EQUITY PORTFOLIO   VALUE PORTFOLIO     BOND PORTFOLIO 
                                ----------------  ----------------  -----------------  -----------------
                                                                                                        
ASSETS:                                                                                                 
  Investments at market value:  $     2,589,217    $    23,198,675   $       101,408     $    33,926,505

  Receivables:                                                                                          
    Dividends ................               --                 --                --                  --
                                ---------------    ---------------   ---------------     ---------------

      Total Assets ...........        2,589,217         23,198,675           101,408          33,926,505
                                ---------------    ---------------   ---------------     ---------------

LIABILITIES:                                                                                            
  Payables:                                                                                             
    Insurance charges ........               89                795                 5               1,163
    Administrative fees ......               11                 96                 1                 140
                                ---------------    ---------------   ---------------     ---------------

      Total Liabilities ......              100                891                 6               1,303
                                ---------------    ---------------   ---------------     ---------------

NET ASSETS:                     $     2,589,117    $    23,197,784   $       101,402     $    33,925,202
                                ===============    ===============   ===============     ===============

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                           EMERGING                                                                  
U.S. GOVERNMENT       CORE PLUS         MARKETS EQUITY      EQUITY AND                                               
  SECURITIES         FIXED INCOME        PORTFOLIO -    INCOME PORTFOLIO -     EQUITY GROWTH      GLOBAL FRANCHISE   
   PORTFOLIO     PORTFOLIO - CLASS II      CLASS I           CLASS II       PORTFOLIO - CLASS I  PORTFOLIO - CLASS II
---------------  --------------------  ---------------  ------------------  -------------------  --------------------
                                                                                                                     
$       112,529    $     4,402,481     $     3,072,692    $     5,011,001      $     2,234,041      $     7,985,694  

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

        112,529          4,402,481           3,072,692          5,011,001            2,234,041            7,985,694  
---------------    ---------------     ---------------    ---------------      ---------------      ---------------  

              4                214                 139                244                   93                  392  
             --                 18                  13                 21                    9                   33  
---------------    ---------------     ---------------    ---------------      ---------------      ---------------  

              4                232                 152                265                  102                  425  
---------------    ---------------     ---------------    ---------------      ---------------      ---------------  

$       112,525    $     4,402,249     $     3,072,540    $     5,010,736      $     2,233,939      $     7,985,269  
===============    ===============     ===============    ===============      ===============      ===============  

 See Notes to Financial Statements

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 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                   GLOBAL VALUE          MID CAP          SMALL COMPANY        TECHNOLOGY  
                                EQUITY PORTFOLIO -  GROWTH PORTFOLIO -  GROWTH PORTFOLIO -    PORTFOLIO -  
                                      CLASS I            CLASS I             CLASS II           CLASS I    
                                ------------------  ------------------  ------------------  ---------------
                                                                                                           
ASSETS:                                                                                                    
  Investments at market value:   $     4,452,970      $     2,555,161     $     1,539,913   $       259,134

  Receivables:                                                                                             
    Dividends ................                --                   --                  --                --
                                 ---------------      ---------------     ---------------   ---------------

      Total Assets ...........         4,452,970            2,555,161           1,539,913           259,134
                                 ---------------      ---------------     ---------------   ---------------

LIABILITIES:                                                                                               
  Payables:                                                                                                
    Insurance charges ........               191                  111                  77                 9
    Administrative fees ......                18                   10                   6                 1
                                 ---------------      ---------------     ---------------   ---------------

      Total Liabilities ......               209                  121                  83                10
                                 ---------------      ---------------     ---------------   ---------------

NET ASSETS:                      $     4,452,761      $     2,555,040     $     1,539,830   $       259,124
                                 ===============      ===============     ===============   ===============

 See Notes to Financial Statements

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 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                            SB ADJUSTABLE                      SMITH BARNEY  
  U.S. MID CAP         U.S. REAL                             RATE INCOME     SMITH BARNEY         LARGE      
VALUE PORTFOLIO -  ESTATE PORTFOLIO -  VALUE PORTFOLIO -     PORTFOLIO -      AGGRESSIVE      CAPITALIZATION 
     CLASS I            CLASS I             CLASS I        CLASS I SHARES  GROWTH PORTFOLIO  GROWTH PORTFOLIO
-----------------  ------------------  -----------------  ---------------  ----------------  ----------------
                                                                                                             
$     4,265,900     $     4,741,700     $     3,100,735   $       199,752  $    30,098,157    $     4,347,470

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

      4,265,900           4,741,700           3,100,735           199,752       30,098,157          4,347,470
---------------     ---------------     ---------------   ---------------  ---------------    ---------------

            172                 211                 127                 8            1,031                149
             18                  20                  13                 1              123                 17
---------------     ---------------     ---------------   ---------------  ---------------    ---------------

            190                 231                 140                 9            1,154                166
---------------     ---------------     ---------------   ---------------  ---------------    ---------------

$     4,265,710     $     4,741,469     $     3,100,595   $       199,743  $    30,097,003    $     4,347,304
===============     ===============     ===============   ===============  ===============    ===============

 See Notes to Financial Statements

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 STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                    COMSTOCK         COMSTOCK          EMERGING            EMERGING     
                                   PORTFOLIO -     PORTFOLIO -    GROWTH PORTFOLIO -  GROWTH PORTFOLIO -
                                 CLASS I SHARES  CLASS II SHARES    CLASS I SHARES     CLASS II SHARES  
                                ---------------  ---------------  ------------------  ------------------
                                                                                                        
ASSETS:                                                                                                 
  Investments at market value:  $       574,098  $    26,726,860    $       716,206    $     5,459,516  

  Receivables:                                                                                          
    Dividends ................               --               --                 --                 --  
                                ---------------  ---------------    ---------------    ---------------  

      Total Assets ...........          574,098       26,726,860            716,206          5,459,516  
                                ---------------  ---------------    ---------------    ---------------  

LIABILITIES:                                                                                            
  Payables:                                                                                             
    Insurance charges ........               20            1,135                 25                237  
    Administrative fees ......                2              110                  3                 22  
                                ---------------  ---------------    ---------------    ---------------  

      Total Liabilities ......               22            1,245                 28                259  
                                ---------------  ---------------    ---------------    ---------------  

NET ASSETS:                     $       574,076  $    26,725,615    $       716,178    $     5,459,257  
                                ===============  ===============    ===============    ===============  

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

   ENTERPRISE       ENTERPRISE       GOVERNMENT      GOVERNMENT         GROWTH AND          GROWTH AND    
   PORTFOLIO -     PORTFOLIO -      PORTFOLIO -      PORTFOLIO -    INCOME PORTFOLIO -  INCOME PORTFOLIO -
 CLASS I SHARES  CLASS II SHARES   CLASS I SHARES  CLASS II SHARES    CLASS I SHARES     CLASS II SHARES  
---------------  ---------------  ---------------  ---------------  ------------------  ------------------
                                                                                                          
$       563,524  $     1,161,671  $     1,035,338  $     6,821,971    $     1,504,949    $    11,884,387  

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

        563,524        1,161,671        1,035,338        6,821,971          1,504,949         11,884,387  
---------------  ---------------  ---------------  ---------------    ---------------    ---------------  

             19               48               35              262                 52                509  
              3                5                4               28                  6                 48  
---------------  ---------------  ---------------  ---------------    ---------------    ---------------  

             22               53               39              290                 58                557  
---------------  ---------------  ---------------  ---------------    ---------------    ---------------  

$       563,502  $     1,161,618  $     1,035,299  $     6,821,681    $     1,504,891    $    11,883,830  
===============  ===============  ===============  ===============    ===============    ===============  

 See Notes to Financial Statements

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 DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                                                         DYNAMIC CAPITAL
                                       MONEY              MONEY           CONTRAFUND(R)    APPRECIATION 
                                MARKET PORTFOLIO -  MARKET PORTFOLIO -    PORTFOLIO -      PORTFOLIO -  
                                  CLASS I SHARES     CLASS II SHARES    SERVICE CLASS 2  SERVICE CLASS 2
                                ------------------  ------------------  ---------------  ---------------
                                                                                                        
ASSETS:                                                                                                 
  Investments at market value:    $     1,544,262    $     5,126,412    $    25,988,208  $       408,627

  Receivables:                                                                                          
    Dividends ................                 --                 --                 --               --
                                  ---------------    ---------------    ---------------  ---------------

      Total Assets ...........          1,544,262          5,126,412         25,988,208          408,627
                                  ---------------    ---------------    ---------------  ---------------

LIABILITIES:                                                                                            
  Payables:                                                                                             
    Insurance charges ........                 53                208              1,008               14
    Administrative fees ......                  7                 21                106                2
                                  ---------------    ---------------    ---------------  ---------------

      Total Liabilities ......                 60                229              1,114               16
                                  ---------------    ---------------    ---------------  ---------------

NET ASSETS:                       $     1,544,202    $     5,126,183    $    25,987,094  $       408,611
                                  ===============    ===============    ===============  ===============

 See Notes to Financial Statements

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 DECEMBER 31, 2005

MID CAP                                                   
PORTFOLIO -                                                   
SERVICE CLASS 2                                                   
---------------                                                   

$ 21,936,999                                                    

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

21,936,999                                                  
------------                                                    

859                                           
90                                          
------------                                                    

949                                           
------------                                                    

$ 21,936,050                                                    
============                                                    

 See Notes to Financial Statements

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 STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                     CAPITAL                                                      
                                                   APPRECIATION      HIGH YIELD       MANAGED        MONEY MARKET 
                                                       FUND          BOND TRUST     ASSETS TRUST       PORTFOLIO  
                                                 --------------   --------------   --------------   --------------
                                                                                                                  
INVESTMENT INCOME:                                                                                                
  Dividends ...................................  $           --   $            4   $           33   $      568,390
                                                 --------------   --------------   --------------   --------------

EXPENSES:                                                                                                         
  Insurance charges ...........................         543,197              684            2,713          254,957
  Administrative fees .........................          65,135               82              326           30,464
                                                 --------------   --------------   --------------   --------------

    Total expenses ............................         608,332              766            3,039          285,421
                                                 --------------   --------------   --------------   --------------

      Net investment income (loss) ............        (608,332)            (762)          (3,006)         282,969
                                                 --------------   --------------   --------------   --------------

REALIZED GAIN (LOSS) AND UNREALIZED                                                                               
  GAIN (LOSS) ON INVESTMENTS:                                                                                     
    Realized gain distribution ................              --               --            1,297               --
    Realized gain (loss) on sale of investments      (1,077,898)              13            1,916               --
                                                 --------------   --------------   --------------   --------------

      Realized gain (loss) ....................      (1,077,898)              13            3,213               --
                                                 --------------   --------------   --------------   --------------

    Change in unrealized gain (loss)                                                                              
      on investments ..........................       8,362,429            2,325            3,336               --
                                                 --------------   --------------   --------------   --------------

  Net increase (decrease) in net assets                                                                           
    resulting from operations .................  $    6,676,199   $        1,576   $        3,543   $      282,969
                                                 ==============   ==============   ==============   ==============

 See Notes to Financial Statements

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 STATEMENT OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

  AIM V.I.       ALLIANCEBERNSTEIN                                                                      
   PREMIER           LARGE-CAP           GLOBAL                        GROWTH-INCOME     CREDIT SUISSE  
EQUITY FUND -    GROWTH PORTFOLIO -  GROWTH FUND -     GROWTH FUND -       FUND -        TRUST EMERGING 
  SERIES I            CLASS B        CLASS 2 SHARES   CLASS 2 SHARES   CLASS 2 SHARES  MARKETS PORTFOLIO
--------------   -----------------   --------------   --------------   --------------  -----------------
                                                                                                        
$       31,472    $           --     $          177   $        3,506   $       16,892    $       17,656 
--------------    --------------     --------------   --------------   --------------    -------------- 

        48,493            95,637                661            4,093           15,075            30,109 
         5,819            11,445                 79              489            1,791             3,613 
--------------    --------------     --------------   --------------   --------------    -------------- 

        54,312           107,082                740            4,582           16,866            33,722 
--------------    --------------     --------------   --------------   --------------    -------------- 

       (22,840)         (107,082)              (563)          (1,076)              26           (16,066)
--------------    --------------     --------------   --------------   --------------    -------------- 

            --                --                 --               --            5,076                -- 
       (46,769)         (313,187)               228            2,387           19,931           277,651 
--------------    --------------     --------------   --------------   --------------    -------------- 

       (46,769)         (313,187)               228            2,387           25,007           277,651 
--------------    --------------     --------------   --------------   --------------    -------------- 

       220,715         1,340,749              5,205           67,849           33,130           322,634 
--------------    --------------     --------------   --------------   --------------    -------------- 

$      151,106    $      920,480     $        4,870   $       69,160   $       58,163    $      584,219 
==============    ==============     ==============   ==============   ==============    ============== 

 See Notes to Financial Statements

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FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                                  DREYFUS VIF -       DREYFUS VIF -     MERCURY GLOBAL 
                                                  DELAWARE VIP     APPRECIATION        DEVELOPING       ALLOCATION V.I.
                                                 REIT SERIES -     PORTFOLIO -     LEADERS PORTFOLIO -      FUND -     
                                                 STANDARD CLASS   INITIAL SHARES     INITIAL SHARES        CLASS III   
                                                 --------------   --------------   -------------------  ---------------
                                                                                                                       
INVESTMENT INCOME:                                                                                                     
  Dividends ...................................  $      192,356   $        1,732     $           --     $        1,397 
                                                 --------------   --------------     --------------     -------------- 

EXPENSES:                                                                                                              
  Insurance charges ...........................         125,542          117,110            186,055                549 
  Administrative fees .........................          14,999           14,035             22,225                 66 
                                                 --------------   --------------     --------------     -------------- 

    Total expenses ............................         140,541          131,145            208,280                615 
                                                 --------------   --------------     --------------     -------------- 

      Net investment income (loss) ............          51,815         (129,413)          (208,280)               782 
                                                 --------------   --------------     --------------     -------------- 

REALIZED GAIN (LOSS) AND UNREALIZED                                                                                    
  GAIN (LOSS) ON INVESTMENTS:                                                                                          
    Realized gain distribution ................         582,944               --                 --                 -- 
    Realized gain (loss) on sale of investments         624,637          (19,488)            51,637                 35 
                                                 --------------   --------------     --------------     -------------- 

      Realized gain (loss) ....................       1,207,581          (19,488)            51,637                 35 
                                                 --------------   --------------     --------------     -------------- 

    Change in unrealized gain (loss)                                                                                   
      on investments ..........................        (719,819)         416,972            737,044              5,047 
                                                 --------------   --------------     --------------     -------------- 

  Net increase (decrease) in net assets                                                                                
    resulting from operations .................  $      539,577   $      268,071     $      580,401     $        5,864 
                                                 ==============   ==============     ==============     ============== 

 See Notes to Financial Statements

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 STATEMENT OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

 MERCURY VALUE                          TEMPLETON           TEMPLETON                                        
 OPPORTUNITIES     MUTUAL SHARES    DEVELOPING MARKETS       FOREIGN       TEMPLETON GROWTH                  
  V.I. FUND -    SECURITIES FUND -  SECURITIES FUND -   SECURITIES FUND -  SECURITIES FUND -   APPRECIATION  
   CLASS III       CLASS 2 SHARES     CLASS 2 SHARES     CLASS 2 SHARES      CLASS 2 SHARES     PORTFOLIO    
--------------   -----------------  ------------------  -----------------  -----------------  -------------- 
                                                                                                             
$           78    $        4,525     $        2,651      $        2,110      $        6,535   $      184,337 
--------------    --------------     --------------      --------------      --------------   -------------- 

            44             6,107              4,610               2,454               7,797          277,943 
             5               728                553                 294                 927           33,353 
--------------    --------------     --------------      --------------      --------------   -------------- 

            49             6,835              5,163               2,748               8,724          311,296 
--------------    --------------     --------------      --------------      --------------   -------------- 

            29            (2,310)            (2,512)               (638)             (2,189)        (126,959)
--------------    --------------     --------------      --------------      --------------   -------------- 

         4,477             1,695                 --                  --                  --               -- 
          (216)           10,890              8,598               7,832              19,524          290,768 
--------------    --------------     --------------      --------------      --------------   -------------- 

         4,261            12,585              8,598               7,832              19,524          290,768 
--------------    --------------     --------------      --------------      --------------   -------------- 

        (3,957)           34,566             89,234              20,855              41,316          453,348 
--------------    --------------     --------------      --------------      --------------   -------------- 

$          333    $       44,841     $       95,320      $       28,049      $       58,651   $      617,157 
==============    ==============     ==============      ==============      ==============   ============== 

 See Notes to Financial Statements

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FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                                                                      SALOMON BROTHERS  
                                                    DIVERSIFIED      EQUITY INDEX                    VARIABLE AGGRESSIVE
                                                     STRATEGIC        PORTFOLIO -      FUNDAMENTAL       GROWTH FUND -  
                                                 INCOME PORTFOLIO  CLASS II SHARES  VALUE PORTFOLIO    CLASS I SHARES   
                                                 ----------------  ---------------  ---------------  -------------------
                                                                                                                        
INVESTMENT INCOME:                                                                                                      
  Dividends ...................................   $      535,770   $      165,094   $      323,352     $           --   
                                                  --------------   --------------   --------------     --------------   

EXPENSES:                                                                                                               
  Insurance charges ...........................          128,208          176,218          441,081             39,071   
  Administrative fees .........................           15,385           20,825           52,930              3,213   
                                                  --------------   --------------   --------------     --------------   

    Total expenses ............................          143,593          197,043          494,011             42,284   
                                                  --------------   --------------   --------------     --------------   

      Net investment income (loss) ............          392,177          (31,949)        (170,659)           (42,284)  
                                                  --------------   --------------   --------------     --------------   

REALIZED GAIN (LOSS) AND UNREALIZED                                                                                     
  GAIN (LOSS) ON INVESTMENTS:                                                                                           
    Realized gain distribution ................               --               --        2,031,224                 --   
    Realized gain (loss) on sale of investments         (100,929)         102,596          435,171              6,303   
                                                  --------------   --------------   --------------     --------------   

      Realized gain (loss) ....................         (100,929)         102,596        2,466,395              6,303   
                                                  --------------   --------------   --------------     --------------   

    Change in unrealized gain (loss)                                                                                    
      on investments ..........................         (178,252)         289,302       (1,197,377)           230,692   
                                                  --------------   --------------   --------------     --------------   

  Net increase (decrease) in net assets                                                                                 
    resulting from operations .................   $      112,996   $      359,949   $    1,098,359     $      194,711   
                                                  ==============   ==============   ==============     ==============   

 See Notes to Financial Statements

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 STATEMENT OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

SALOMON BROTHERS                                                                      GLOBAL                        
VARIABLE GROWTH &                                               GLOBAL LIFE         TECHNOLOGY          MID CAP     
  INCOME FUND -    BALANCED PORTFOLIO -  FORTY PORTFOLIO -  SCIENCES PORTFOLIO -   PORTFOLIO -     VALUE PORTFOLIO -
 CLASS I SHARES       SERVICE SHARES      SERVICE SHARES      SERVICE SHARES      SERVICE SHARES     SERVICE SHARES 
-----------------  --------------------  -----------------  --------------------  --------------   -----------------
                                                                                                                    
$          184       $      264,684       $           96      $           --      $           --     $        4,958 
--------------       --------------       --------------      --------------      --------------     -------------- 

           525              165,590               15,802              38,677              38,994             11,651 
            63               19,419                1,636               4,635               4,668              1,157 
--------------       --------------       --------------      --------------      --------------     -------------- 

           588              185,009               17,438              43,312              43,662             12,808 
--------------       --------------       --------------      --------------      --------------     -------------- 

          (404)              79,675              (17,342)            (43,312)            (43,662)            (7,850)
--------------       --------------       --------------      --------------      --------------     -------------- 

            --                   --                   --                  --                  --             78,558 
           714              140,630               21,727              85,040            (144,467)            28,442 
--------------       --------------       --------------      --------------      --------------     -------------- 

           714              140,630               21,727              85,040            (144,467)           107,000 
--------------       --------------       --------------      --------------      --------------     -------------- 

         1,014              523,634              116,482             271,864             464,319            (36,223)
--------------       --------------       --------------      --------------      --------------     -------------- 

$        1,324       $      743,939       $      120,867      $      313,592      $      276,190     $       62,927 
==============       ==============       ==============      ==============      ==============     ============== 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

 STATEMENT OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                                          LAZARD                                        
                                                     WORLDWIDE          RETIREMENT                                      
                                                 GROWTH PORTFOLIO -     SMALL CAP        GROWTH AND         MID-CAP     
                                                   SERVICE SHARES       PORTFOLIO     INCOME PORTFOLIO  VALUE PORTFOLIO 
                                                 ------------------  --------------   ----------------  --------------- 
                                                                                                                        
INVESTMENT INCOME:                                                                                                      
  Dividends ...................................    $       85,168    $           --    $        3,082    $        1,380 
                                                   --------------    --------------    --------------    -------------- 

EXPENSES:                                                                                                               
  Insurance charges ...........................            91,410             1,199             3,755             3,168 
  Administrative fees .........................            10,652               144               451               377 
                                                   --------------    --------------    --------------    -------------- 

    Total expenses ............................           102,062             1,343             4,206             3,545 
                                                   --------------    --------------    --------------    -------------- 

      Net investment income (loss) ............           (16,894)           (1,343)           (1,124)           (2,165)
                                                   --------------    --------------    --------------    -------------- 

REALIZED GAIN (LOSS) AND UNREALIZED                                                                                     
  GAIN (LOSS) ON INVESTMENTS:                                                                                           
    Realized gain distribution ................                --             8,216            18,829            18,856 
    Realized gain (loss) on sale of investments           121,247             2,420             7,687             8,493 
                                                   --------------    --------------    --------------    -------------- 

      Realized gain (loss) ....................           121,247            10,636            26,516            27,349 
                                                   --------------    --------------    --------------    -------------- 

    Change in unrealized gain (loss)                                                                                    
      on investments ..........................           153,404            (3,603)          (17,558)           (7,677)
                                                   --------------    --------------    --------------    -------------- 

  Net increase (decrease) in net assets                                                                                 
    resulting from operations .................    $      257,757    $        5,690    $        7,834    $       17,507 
                                                   ==============    ==============    ==============    ============== 

 See Notes to Financial Statements

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 STATEMENT OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                     OPPENHEIMER     REAL RETURN      TOTAL RETURN  
   DIVIDEND                                          MAIN STREET     PORTFOLIO -      PORTFOLIO -   
    GROWTH            EQUITY          S&P 500         FUND/VA -     ADMINISTRATIVE   ADMINISTRATIVE 
   PORTFOLIO        PORTFOLIO     INDEX PORTFOLIO  SERVICE SHARES       CLASS            CLASS      
--------------   --------------   ---------------  --------------   --------------   -------------- 
                                                                                                    
$        6,386   $           --   $       23,133   $          429   $       18,765   $      734,072 
--------------   --------------   --------------   --------------   --------------   -------------- 

        10,415            3,873           25,361              493            8,582          271,694 
           848              305            2,109               59            1,020           32,482 
--------------   --------------   --------------   --------------   --------------   -------------- 

        11,263            4,178           27,470              552            9,602          304,176 
--------------   --------------   --------------   --------------   --------------   -------------- 

        (4,877)          (4,178)          (4,337)            (123)           9,163          429,896 
--------------   --------------   --------------   --------------   --------------   -------------- 

            --               --               --               --            6,978          331,442 
           579            2,104           50,895              103              689          108,611 
--------------   --------------   --------------   --------------   --------------   -------------- 

           579            2,104           50,895              103            7,667          440,053 
--------------   --------------   --------------   --------------   --------------   -------------- 

        26,892           35,332          (13,304)           1,840          (15,950)        (648,769)
--------------   --------------   --------------   --------------   --------------   -------------- 

$       22,594   $       33,258   $       33,254   $        1,820   $          880   $      221,180 
==============   ==============   ==============   ==============   ==============   ============== 

 See Notes to Financial Statements

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FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                    PUTNAM VT         PUTNAM VT        PUTNAM VT                    
                                                    DISCOVERY       INTERNATIONAL      SMALL CAP                    
                                                  GROWTH FUND -     EQUITY FUND -    VALUE FUND -    ALL CAP FUND - 
                                                 CLASS IB SHARES   CLASS IB SHARES  CLASS IB SHARES      CLASS I    
                                                 ---------------   ---------------  ---------------  -------------- 
                                                                                                                    
Investment Income:                                                                                                  
  Dividends ...................................   $           --   $       30,935   $        4,651   $      177,157 
                                                  --------------   --------------   --------------   -------------- 

EXPENSES:                                                                                                           
  Insurance charges ...........................            2,910           27,409           32,425          269,650 
  Administrative fees .........................              349            3,280            3,856           31,156 
                                                  --------------   --------------   --------------   -------------- 

    Total expenses ............................            3,259           30,689           36,281          300,806 
                                                  --------------   --------------   --------------   -------------- 

      Net investment income (loss) ............           (3,259)             246          (31,630)        (123,649)
                                                  --------------   --------------   --------------   -------------- 

REALIZED GAIN (LOSS) AND UNREALIZED                                                                                 
  GAIN (LOSS) ON INVESTMENTS:                                                                                       
    Realized gain distribution ................               --               --          150,910           14,595 
    Realized gain (loss) on sale of investments           10,837          131,992          174,831          405,296 
                                                  --------------   --------------   --------------   -------------- 

      Realized gain (loss) ....................           10,837          131,992          325,741          419,891 
                                                  --------------   --------------   --------------   -------------- 

    Change in unrealized gain (loss)                                                                                
      on investments ..........................            5,037           90,088         (165,272)         175,719 
                                                  --------------   --------------   --------------   -------------- 

Net increase (decrease) in net assets                                                                               
  resulting from operations ...................   $       12,615   $      222,326   $      128,839   $      471,961 
                                                  ==============   ==============   ==============   ============== 

 See Notes to Financial Statements

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FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

  HIGH YIELD                          LARGE CAP        SMALL CAP        STRATEGIC         GROWTH AND    
  BOND FUND -    INVESTORS FUND -   GROWTH FUND -    GROWTH FUND -     BOND FUND -    INCOME PORTFOLIO -
    CLASS I          CLASS I           CLASS I          CLASS I          CLASS I           CLASS B      
--------------   ----------------  --------------   --------------   --------------   ------------------
                                                                                                        
$      217,119    $      261,442   $          207   $           --   $      390,645    $        5,506   
--------------    --------------   --------------   --------------   --------------    --------------   

        52,371           290,752           21,829           85,362          117,851            10,537   
         4,948            34,324            1,854            8,042           11,246               849   
--------------    --------------   --------------   --------------   --------------    --------------   

        57,319           325,076           23,683           93,404          129,097            11,386   
--------------    --------------   --------------   --------------   --------------    --------------   

       159,800           (63,634)         (23,476)         (93,404)         261,548            (5,880)  
--------------    --------------   --------------   --------------   --------------    --------------   

        60,498                --               --          409,257          221,405                --   
        12,140           429,825           12,562          222,476           13,000             1,664   
--------------    --------------   --------------   --------------   --------------    --------------   

        72,638           429,825           12,562          631,733          234,405             1,664   
--------------    --------------   --------------   --------------   --------------    --------------   

      (157,979)          723,490           60,354         (349,367)        (438,635)           30,933   
--------------    --------------   --------------   --------------   --------------    --------------   

$       74,459    $    1,089,681   $       49,440   $      188,962   $       57,318    $       26,717   
==============    ==============   ==============   ==============   ==============    ==============   

 See Notes to Financial Statements

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 STATEMENT OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                       SCUDDER                                                         
                                                    INTERNATIONAL      AIM CAPITAL       CONVERTIBLE      DISCIPLINED  
                                                    SELECT EQUITY      APPRECIATION      SECURITIES         MID CAP    
                                                 PORTFOLIO - CLASS B    PORTFOLIO         PORTFOLIO     STOCK PORTFOLIO
                                                 -------------------  --------------   --------------   ---------------
                                                                                                                       
INVESTMENT INCOME:                                                                                                     
  Dividends ...................................    $       53,033     $        6,496   $      349,918   $           -- 
                                                   --------------     --------------   --------------   -------------- 

EXPENSES:                                                                                                              
  Insurance charges ...........................            47,458             43,696          179,026          142,656 
  Administrative fees .........................             3,833              4,659           21,442           17,050 
                                                   --------------     --------------   --------------   -------------- 

    Total expenses ............................            51,291             48,355          200,468          159,706 
                                                   --------------     --------------   --------------   -------------- 

      Net investment income (loss) ............             1,742            (41,859)         149,450         (159,706)
                                                   --------------     --------------   --------------   -------------- 

REALIZED GAIN (LOSS) AND UNREALIZED                                                                                    
  GAIN (LOSS) ON INVESTMENTS:                                                                                          
    Realized gain distribution ................                --                 --          241,227          129,379 
    Realized gain (loss) on sale of investments             2,742            (65,261)         147,275          418,102 
                                                   --------------     --------------   --------------   -------------- 

      Realized gain (loss) ....................             2,742            (65,261)         388,502          547,481 
                                                   --------------     --------------   --------------   -------------- 

    Change in unrealized gain (loss)                                                                                   
      on investments ..........................           334,122            314,360         (746,381)         782,288 
                                                   --------------     --------------   --------------   -------------- 

  Net increase (decrease) in net assets                                                                                
    resulting from operations .................    $      338,606     $      207,240   $     (208,429)  $    1,170,063 
                                                   ==============     ==============   ==============   ============== 

 See Notes to Financial Statements

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FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                    FEDERATED                                        MERCURY LARGE         MFS      
 EQUITY INCOME      HIGH YIELD       FEDERATED       LARGE CAP          CAP CORE     EMERGING GROWTH
   PORTFOLIO        PORTFOLIO     STOCK PORTFOLIO    PORTFOLIO         PORTFOLIO        PORTFOLIO   
--------------   --------------   ---------------  --------------   --------------   ---------------
                                                                                                    
$           --   $           --   $           --   $           --   $           --   $           -- 
--------------   --------------   --------------   --------------   --------------   -------------- 

       539,013          172,786           99,818          331,943           24,779           27,176 
        63,000           20,683           11,978           38,598            2,957            3,257 
--------------   --------------   --------------   --------------   --------------   -------------- 

       602,013          193,469          111,796          370,541           27,736           30,433 
--------------   --------------   --------------   --------------   --------------   -------------- 

      (602,013)        (193,469)        (111,796)        (370,541)         (27,736)         (30,433)
--------------   --------------   --------------   --------------   --------------   -------------- 

       597,287               --               --               --               --               -- 
       726,078         (158,866)         156,333         (962,129)        (104,237)     (10,442,924)
--------------   --------------   --------------   --------------   --------------   -------------- 

     1,323,365         (158,866)         156,333         (962,129)        (104,237)     (10,442,924)
--------------   --------------   --------------   --------------   --------------   -------------- 

       410,140          483,226          224,811        3,032,235          315,987       10,034,876 
--------------   --------------   --------------   --------------   --------------   -------------- 

$    1,131,492   $      130,891   $      269,348   $    1,699,565   $      184,014   $     (438,481)
==============   ==============   ==============   ==============   ==============   ============== 

 See Notes to Financial Statements

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 STATEMENT OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                                                                          MONDRIAN    
                                                   MFS MID CAP         MFS TOTAL        MFS VALUE       INTERNATIONAL 
                                                 GROWTH PORTFOLIO   RETURN PORTFOLIO    PORTFOLIO      STOCK PORTFOLIO
                                                 ----------------   ---------------   --------------   ---------------
                                                                                                                      
INVESTMENT INCOME:                                                                                                    
  Dividends ...................................    $           --    $    1,432,692   $        1,362   $        7,175 
                                                   --------------    --------------   --------------   -------------- 

EXPENSES:                                                                                                             
  Insurance charges ...........................           302,911           898,446            1,102          168,426 
  Administrative fees .........................            36,299           105,717              132           20,189 
                                                   --------------    --------------   --------------   -------------- 

    Total expenses ............................           339,210         1,004,163            1,234          188,615 
                                                   --------------    --------------   --------------   -------------- 

      Net investment income (loss) ............          (339,210)          428,529              128         (181,440)
                                                   --------------    --------------   --------------   -------------- 

REALIZED GAIN (LOSS) AND UNREALIZED                                                                                   
  GAIN (LOSS) ON INVESTMENTS:                                                                                         
    Realized gain distribution ................                --         3,112,259            4,898               -- 
    Realized gain (loss) on sale of investments        (1,473,556)          609,560              854          466,062 
                                                   --------------    --------------   --------------   -------------- 

      Realized gain (loss) ....................        (1,473,556)        3,721,819            5,752          466,062 
                                                   --------------    --------------   --------------   -------------- 

    Change in unrealized gain (loss)                                                                                  
      on investments ..........................         2,604,948        (3,143,470)          (2,192)         754,866 
                                                   --------------    --------------   --------------   -------------- 

  Net increase (decrease) in net assets                                                                               
    resulting from operations .................    $      792,182    $    1,006,878   $        3,688   $    1,039,488 
                                                   ==============    ==============   ==============   ============== 

 See Notes to Financial Statements

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 STATEMENT OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                        STYLE FOCUS                                       
                                                          SERIES:                         U.S. GOVERNMENT 
 PIONEER FUND    PIONEER STRATEGIC  STRATEGIC EQUITY     SMALL CAP     TRAVELERS QUALITY     SECURITIES   
  PORTFOLIO       INCOME PORTFOLIO     PORTFOLIO      VALUE PORTFOLIO    BOND PORTFOLIO      PORTFOLIO    
--------------   -----------------  ----------------  --------------   -----------------  --------------- 
                                                                                                          
$           --    $      104,661    $      138,867    $          395     $           --    $           -- 
--------------    --------------    --------------    --------------     --------------    -------------- 

           304            34,547           305,056               527            462,617               852 
            36             4,138            36,565                42             55,455               103 
--------------    --------------    --------------    --------------     --------------    -------------- 

           340            38,685           341,621               569            518,072               955 
--------------    --------------    --------------    --------------     --------------    -------------- 

          (340)           65,976          (202,754)             (174)          (518,072)             (955)
--------------    --------------    --------------    --------------     --------------    -------------- 

            --                --                --             1,053                 --                84 
           146           (40,123)       (2,710,006)                9           (207,862)               34 
--------------    --------------    --------------    --------------     --------------    -------------- 

           146           (40,123)       (2,710,006)            1,062           (207,862)              118 
--------------    --------------    --------------    --------------     --------------    -------------- 

         1,044            37,243         2,808,674             1,714            813,286               959 
--------------    --------------    --------------    --------------     --------------    -------------- 

$          850    $       63,096    $     (104,086)   $        2,602     $       87,352    $          122 
==============    ==============    ==============    ==============     ==============    ============== 

 See Notes to Financial Statements

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FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                   CORE PLUS          EMERGING                                            
                                                  FIXED INCOME     MARKETS EQUITY      EQUITY AND                         
                                                  PORTFOLIO -       PORTFOLIO -    INCOME PORTFOLIO -     EQUITY GROWTH   
                                                    CLASS II          CLASS I           CLASS II       PORTFOLIO - CLASS I
                                                 --------------   --------------   ------------------  -------------------
                                                                                                                          
INVESTMENT INCOME:                                                                                                        
  Dividends ...................................  $      118,327   $        9,855     $       29,003      $        9,668   
                                                 --------------   --------------     --------------      --------------   

EXPENSES:                                                                                                                 
  Insurance charges ...........................          61,098           39,810             76,355              29,223   
  Administrative fees .........................           5,113            3,667              6,459               2,932   
                                                 --------------   --------------     --------------      --------------   

    Total expenses ............................          66,211           43,477             82,814              32,155   
                                                 --------------   --------------     --------------      --------------   

      Net investment income (loss) ............          52,116          (33,622)           (53,811)            (22,487)  
                                                 --------------   --------------     --------------      --------------   

REALIZED GAIN (LOSS) AND UNREALIZED                                                                                       
  GAIN (LOSS) ON INVESTMENTS:                                                                                             
    Realized gain distribution ................          25,053               --             46,330                  --   
    Realized gain (loss) on sale of investments             (27)          67,635             13,868               5,549   
                                                 --------------   --------------     --------------      --------------   

      Realized gain (loss) ....................          25,026           67,635             60,198               5,549   
                                                 --------------   --------------     --------------      --------------   

    Change in unrealized gain (loss)                                                                                      
      on investments ..........................         (12,743)         689,705            240,493             278,220   
                                                 --------------   --------------     --------------      --------------   

  Net increase (decrease) in net assets                                                                                   
    resulting from operations .................  $       64,399   $      723,718     $      246,880      $      261,282   
                                                 ==============   ==============     ==============      ==============   

 See Notes to Financial Statements

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 STATEMENT OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

    GLOBAL                                                                                                     
  FRANCHISE         GLOBAL VALUE          MID CAP           SMALL COMPANY      TECHNOLOGY        U.S. MID CAP  
  PORTFOLIO -    EQUITY PORTFOLIO -  GROWTH PORTFOLIO -  GROWTH PORTFOLIO -   PORTFOLIO -     VALUE PORTFOLIO -
   CLASS II           CLASS I             CLASS I             CLASS II          CLASS I            CLASS I     
--------------   ------------------  ------------------  ------------------  --------------   -----------------
                                                                                                               
$           --     $       43,429      $           --      $           --    $           --     $       12,690 
--------------     --------------      --------------      --------------    --------------     -------------- 

       109,590             64,032              33,626              20,384             3,665             58,375 
         9,204              6,188               3,264               1,690               410              6,023 
--------------     --------------      --------------      --------------    --------------     -------------- 

       118,794             70,220              36,890              22,074             4,075             64,398 
--------------     --------------      --------------      --------------    --------------     -------------- 

      (118,794)           (26,791)            (36,890)            (22,074)           (4,075)           (51,708)
--------------     --------------      --------------      --------------    --------------     -------------- 

        16,756             29,833                  --               6,370                --             56,585 
        31,821             42,680              41,514              10,771           (58,971)            94,507 
--------------     --------------      --------------      --------------    --------------     -------------- 

        48,577             72,513              41,514              17,141           (58,971)           151,092 
--------------     --------------      --------------      --------------    --------------     -------------- 

       665,210            140,297             322,594             136,731            50,870            308,151 
--------------     --------------      --------------      --------------    --------------     -------------- 

$      594,993     $      186,019      $      327,218      $      131,798    $      (12,176)    $      407,535 
==============     ==============      ==============      ==============    ==============     ============== 

 See Notes to Financial Statements

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FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                                                       SB ADJUSTABLE                   
                                                 U.S. REAL ESTATE                       RATE INCOME      SMITH BARNEY  
                                                   PORTFOLIO -     VALUE PORTFOLIO -    PORTFOLIO -       AGGRESSIVE   
                                                     CLASS I            CLASS I       CLASS I SHARES   GROWTH PORTFOLIO
                                                 ----------------  -----------------  --------------   ----------------
                                                                                                                       
INVESTMENT INCOME:                                                                                                     
  Dividends ...................................   $       53,299     $       42,470   $        5,966    $           -- 
                                                  --------------     --------------   --------------    -------------- 

EXPENSES:                                                                                                              
  Insurance charges ...........................           68,930             46,614            2,225           358,498 
  Administrative fees .........................            6,436              4,704              233            43,020 
                                                  --------------     --------------   --------------    -------------- 

    Total expenses ............................           75,366             51,318            2,458           401,518 
                                                  --------------     --------------   --------------    -------------- 

      Net investment income (loss) ............          (22,067)            (8,848)           3,508          (401,518)
                                                  --------------     --------------   --------------    -------------- 

REALIZED GAIN (LOSS) AND UNREALIZED                                                                                    
  GAIN (LOSS) ON INVESTMENTS:                                                                                          
    Realized gain distribution ................          117,726            176,089               --               869 
    Realized gain (loss) on sale of investments          155,192             50,562              562           480,711 
                                                  --------------     --------------   --------------    -------------- 

      Realized gain (loss) ....................          272,918            226,651              562           481,580 
                                                  --------------     --------------   --------------    -------------- 

    Change in unrealized gain (loss)                                                                                   
      on investments ..........................          391,501           (125,995)          (2,792)        2,683,836 
                                                  --------------     --------------   --------------    -------------- 

  Net increase (decrease) in net assets                                                                                
    resulting from operations .................   $      642,352     $       91,808   $        1,278    $    2,763,898 
                                                  ==============     ==============   ==============    ============== 

 See Notes to Financial Statements

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 STATEMENT OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

  SMITH BARNEY                                                                                              
      LARGE            SOCIAL         COMSTOCK         COMSTOCK            EMERGING            EMERGING     
 CAPITALIZATION      AWARENESS      PORTFOLIO -       PORTFOLIO -     GROWTH PORTFOLIO -  GROWTH PORTFOLIO -
GROWTH PORTFOLIO  STOCK PORTFOLIO  CLASS I SHARES   CLASS II SHARES     CLASS I SHARES     CLASS II SHARES  
----------------  ---------------  --------------   ---------------   ------------------  ------------------
                                                                                                            
$        5,716    $           --   $        6,014    $      220,206      $        1,959     $          631  
--------------    --------------   --------------    --------------      --------------     --------------  

        51,365                39            6,477           373,213               9,038             80,013  
         6,164                 4              777            36,424               1,084              7,659  
--------------    --------------   --------------    --------------      --------------     --------------  

        57,529                43            7,254           409,637              10,122             87,672  
--------------    --------------   --------------    --------------      --------------     --------------  

       (51,813)              (43)          (1,240)         (189,431)             (8,163)           (87,041) 
--------------    --------------   --------------    --------------      --------------     --------------  

            --                --           16,449           762,501                  --                 --  
        82,514               451            5,045           185,796             (74,796)            30,822  
--------------    --------------   --------------    --------------      --------------     --------------  

        82,514               451           21,494           948,297             (74,796)            30,822  
--------------    --------------   --------------    --------------      --------------     --------------  

       116,008              (253)          (4,068)          (86,277)            125,529            361,491  
--------------    --------------   --------------    --------------      --------------     --------------  

$      146,709    $          155   $       16,186    $      672,589      $       42,570     $      305,272  
==============    ==============   ==============    ==============      ==============     ==============  

 See Notes to Financial Statements

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 STATEMENT OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                   ENTERPRISE        ENTERPRISE      GOVERNMENT       GOVERNMENT   
                                                  PORTFOLIO -       PORTFOLIO -      PORTFOLIO -      PORTFOLIO -  
                                                 CLASS I SHARES   CLASS II SHARES  CLASS I SHARES   CLASS II SHARES
                                                 --------------   ---------------  --------------   ---------------
                                                                                                                   
INVESTMENT INCOME:                                                                                                 
  Dividends ...................................  $        4,717   $        6,026   $       49,811   $      259,588 
                                                 --------------   --------------   --------------   -------------- 

EXPENSES:                                                                                                          
  Insurance charges ...........................           7,818           17,695           14,326           95,469 
  Administrative fees .........................             938            1,772            1,719           10,254 
                                                 --------------   --------------   --------------   -------------- 

    Total expenses ............................           8,756           19,467           16,045          105,723 
                                                 --------------   --------------   --------------   -------------- 

      Net investment income (loss) ............          (4,039)         (13,441)          33,766          153,865 
                                                 --------------   --------------   --------------   -------------- 

REALIZED GAIN (LOSS) AND UNREALIZED                                                                                
  GAIN (LOSS) ON INVESTMENTS:                                                                                      
    Realized gain distribution ................              --               --               --               -- 
    Realized gain (loss) on sale of investments        (123,408)           8,553            2,925           (4,162)
                                                 --------------   --------------   --------------   -------------- 

      Realized gain (loss) ....................        (123,408)           8,553            2,925           (4,162)
                                                 --------------   --------------   --------------   -------------- 

    Change in unrealized gain (loss)                                                                               
      on investments ..........................         163,511           72,308          (11,393)         (31,908)
                                                 --------------   --------------   --------------   -------------- 

  Net increase (decrease) in net assets                                                                            
    resulting from operations .................  $       36,064   $       67,420   $       25,298   $      117,795 
                                                 ==============   ==============   ==============   ============== 

 See Notes to Financial Statements

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 STATEMENT OF OPERATIONS - CONTINUED
FOR THE YEAR ENDED DECEMBER 31, 2005

                                                        [Enlarge/Download Table]

                                                                                           DYNAMIC CAPITAL 
    GROWTH AND          GROWTH AND       MONEY MARKET    MONEY MARKET      CONTRAFUND(R)       APPRECIATION
INCOME PORTFOLIO -  INCOME PORTFOLIO -   PORTFOLIO -      PORTFOLIO -      PORTFOLIO -       PORTFOLIO -   
  CLASS I SHARES     CLASS II SHARES    CLASS I SHARES  CLASS II SHARES  SERVICE CLASS 2   SERVICE CLASS 2 
------------------  ------------------  --------------  ---------------  ---------------   ----------------
                                                                                                           
 $       17,976      $       91,274     $       41,121   $      130,951   $       23,390    $           -- 
 --------------      --------------     --------------   --------------   --------------    -------------- 

         19,365             171,055             19,492           83,959          308,605             4,716 
          2,324              16,571              2,339            8,250           32,850               553 
 --------------      --------------     --------------   --------------   --------------    -------------- 

         21,689             187,626             21,831           92,209          341,455             5,269 
 --------------      --------------     --------------   --------------   --------------    -------------- 

         (3,713)            (96,352)            19,290           38,742         (318,065)           (5,269)
 --------------      --------------     --------------   --------------   --------------    -------------- 

         39,379             257,734                 --               --            3,341                -- 
         54,678              99,801                 --               --          182,980             8,624 
 --------------      --------------     --------------   --------------   --------------    -------------- 

         94,057             357,535                 --               --          186,321             8,624 
 --------------      --------------     --------------   --------------   --------------    -------------- 

         33,035             605,465                 --               --        3,366,483            59,316 
 --------------      --------------     --------------   --------------   --------------    -------------- 

 $      123,379      $      866,648     $       19,290   $       38,742   $    3,234,739    $       62,671 
 ==============      ==============     ==============   ==============   ==============    ============== 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

 STATEMENT OF OPERATIONS - CONTINUED
For the year ended December 31, 2005

                                             MID CAP
                                             PORTFOLIO -
                                             SERVICE CLASS 2
                                             ---------------
INVESTMENT INCOME:                                                              
Dividends ...................................        $            --        
                                             ---------------

EXPENSES:                                                                       
Insurance charges ...........................                264,816        
Administrative fees .........................                 28,095        
                                             ---------------

Total expenses ............................                292,911      
                                             ---------------

Net investment income (loss) ............               (292,911)   
                                             ---------------

REALIZED GAIN (LOSS) AND UNREALIZED                                             
GAIN (LOSS) ON INVESTMENTS:                                                 
Realized gain distribution ................                265,407      
Realized gain (loss) on sale of investments                339,589      
                                             ---------------

Realized gain (loss) ....................                604,996    
                                             ---------------

Change in unrealized gain (loss)                                        
on investments ..........................              2,656,448    
                                             ---------------

Net increase (decrease) in net assets                                       
resulting from operations .................        $     2,968,533      
                                             ===============

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                      CAPITAL                     HIGH YIELD                     MANAGED          
                                                 APPRECIATION FUND                BOND TRUST                   ASSETS TRUST       
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $   (608,332)  $   (574,822)  $       (762)  $         62  $     (3,006)  $      5,042 
  Realized gain (loss) ..................    (1,077,898)    (2,619,815)            13              1         3,213          2,328 
  Change in unrealized gain (loss)                                                                                                
    on investments ......................     8,362,429      9,991,145          2,325              8         3,336          8,604 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........     6,676,199      6,796,508          1,576             71         3,543         15,974 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........        26,799        260,199         (1,047)         1,000        (2,072)         2,000 
  Participant transfers from other                                                                                                
    funding options .....................       955,310        581,222         90,166             --         9,067        242,505 
  Administrative charges ................       (16,494)       (17,744)            --             --           (26)            -- 
  Contract surrenders ...................    (4,122,095)    (2,571,354)            --             --       (43,307)        (4,907)
  Participant transfers to other                                                                                                  
    funding options .....................    (1,811,033)    (3,084,321)            --             --        (5,084)            -- 
  Other receipts/(payments) .............      (814,094)      (498,743)            --             --       (27,090)            -- 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..    (5,781,607)    (5,330,741)        89,119          1,000       (68,512)       239,598 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets       894,592      1,465,767         90,695          1,071       (64,969)       255,572 

NET ASSETS:                                                                                                                       
    Beginning of year ...................    43,860,416     42,394,649          1,071             --       255,572             -- 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $ 44,755,008   $ 43,860,416   $     91,766   $      1,071  $    190,603   $    255,572 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                                                    AIM V.I.              ALLIANCEBERNSTEIN       
                                                                                    PREMIER                   LARGE-CAP           
                                                  MONEY MARKET                   EQUITY FUND -            GROWTH PORTFOLIO -      
                                                   PORTFOLIO                        SERIES I                   CLASS B            
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $    282,969   $   (111,174)  $    (22,840)  $    (40,585) $   (107,082)  $   (112,014)
  Realized gain (loss) ..................            --             --        (46,769)       (83,626)     (313,187)      (436,743)
  Change in unrealized gain (loss)                                                                                                
    on investments ......................            --             --        220,715        291,762     1,340,749      1,075,906 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........       282,969       (111,174)       151,106        167,551       920,480        527,149 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........     3,615,696     10,841,175          4,838         15,319         2,611         47,157 
  Participant transfers from other                                                                                                
    funding options .....................     5,895,271      7,520,302         16,249         57,867       137,058        267,708 
  Administrative charges ................        (5,833)        (6,828)        (1,624)        (1,893)       (3,081)        (3,605)
  Contract surrenders ...................    (3,442,218)    (5,451,559)      (344,177)      (227,454)     (588,611)      (334,927)
  Participant transfers to other                                                                                                  
    funding options .....................   (10,511,449)   (20,326,959)      (175,231)      (283,616)     (632,576)      (819,229)
  Other receipts/(payments) .............      (669,974)      (318,299)       (22,410)       (33,015)      (41,954)       (65,051)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..    (5,118,507)    (7,742,168)      (522,355)      (472,792)   (1,126,553)      (907,947)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets    (4,835,538)    (7,853,342)      (371,249)      (305,241)     (206,073)      (380,798)

NET ASSETS:                                                                                                                       
    Beginning of year ...................    22,893,733     30,747,075      4,152,015      4,457,256     8,162,768      8,543,566 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $ 18,058,195   $ 22,893,733   $  3,780,766   $  4,152,015  $  7,956,695   $  8,162,768 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

            GLOBAL                                                                              CREDIT SUISSE         
        GROWTH FUND -                 GROWTH FUND -                GROWTH-INCOME                TRUST EMERGING        
        CLASS 2 SHARES                CLASS 2 SHARES           FUND - CLASS 2 SHARES          MARKETS PORTFOLIO       
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$      (563)    $      (180)  $    (1,076)    $      (835)  $        26     $    (3,914)  $   (16,066)    $   (22,278)
        228             614         2,387          12,064        25,007           8,611       277,651         196,141 

      5,205             922        67,849          (6,529)       33,130          74,559       322,634         255,169 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

      4,870           1,356        69,160           4,700        58,163          79,256       584,219         429,032 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

     (2,838)             --            --              --         5,170             736         3,809           7,121 

    180,526           3,246       618,018          31,857       368,260         712,501     1,132,611         790,833 
         (2)             (1)          (35)             (2)         (309)           (225)         (766)           (834)
         --          (9,897)      (27,190)         (6,295)      (96,357)        (29,438)     (211,781)       (137,939)

    (84,365)             --        (8,719)             --       (88,257)        (35,562)     (708,988)       (714,533)
         --              --            --         (90,077)          140         (90,108)      (95,681)         (6,439)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

     93,321          (6,652)      582,074         (64,517)      188,647         557,904       119,204         (61,791)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

     98,191          (5,296)      651,234         (59,817)      246,810         637,160       703,423         367,241 

     15,201          20,497        38,542          98,359     1,079,828         442,668     2,332,947       1,965,706 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$   113,392     $    15,201   $   689,776     $    38,542   $ 1,326,638     $ 1,079,828   $ 3,036,370     $ 2,332,947 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                    DELAWARE                                                                      
                                                    VIP REIT                   DREYFUS VIF -                DREYFUS VIF -         
                                                    SERIES -              APPRECIATION PORTFOLIO -        DEVELOPING LEADERS      
                                                 STANDARD CLASS                INITIAL SHARES         PORTFOLIO - INITIAL SHARES  
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $     51,815   $     55,109   $   (129,413)  $     20,986  $   (208,280)  $   (186,303)
  Realized gain (loss) ..................     1,207,581        414,155        (19,488)       (98,292)       51,637       (100,690)
  Change in unrealized gain (loss)                                                                                                
    on investments ......................      (719,819)     1,844,712        416,972        419,780       737,044      1,722,386 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........       539,577      2,313,976        268,071        342,474       580,401      1,435,393 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........        38,009        226,482         31,594         26,582        48,237        128,298 
  Participant transfers from other                                                                                                
    funding options .....................     1,006,856      1,557,139        208,222        378,867       624,657        811,351 
  Administrative charges ................        (2,534)        (2,429)        (2,639)        (2,931)       (4,463)        (4,883)
  Contract surrenders ...................    (1,166,323)      (483,013)    (1,192,796)      (664,249)   (1,168,972)    (1,093,237)
  Participant transfers to other                                                                                                  
    funding options .....................    (1,279,050)      (823,657)      (314,399)      (764,369)   (1,143,717)    (1,024,041)
  Other receipts/(payments) .............       (50,276)       (52,384)      (196,343)      (221,348)      (89,077)      (241,634)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..    (1,453,318)       422,138     (1,466,361)    (1,247,448)   (1,733,335)    (1,424,146)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets      (913,741)     2,736,114     (1,198,290)      (904,974)   (1,152,934)        11,247 

NET ASSETS:                                                                                                                       
    Beginning of year ...................    10,456,854      7,720,740      9,959,769     10,864,743    15,777,282     15,766,035 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $  9,543,113   $ 10,456,854   $  8,761,479   $  9,959,769  $ 14,624,348   $ 15,777,282 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

       MERCURY GLOBAL               MERCURY VALUE                 MUTUAL SHARES               TEMPLETON DEVELOPING   
   ALLOCATION V.I. FUND -           OPPORTUNITIES               SECURITIES FUND -              MARKETS SECURITIES    
         CLASS III              V.I. FUND - CLASS III            CLASS 2 SHARES              FUND - CLASS 2 SHARES   
---------------------------  ---------------------------   ---------------------------   --------------------------- 
    2005             2004        2005            2004          2005            2004          2005            2004    
    ----             ----        ----            ----          ----            ----          ----            ----    
                                                                                                                     
$       782     $        23  $        29     $       (15)  $    (2,310)    $    (2,108)  $    (2,512)    $       (98)
         35               1        4,261             322        12,585          19,673         8,598              28 

      5,047             113       (3,957)           (166)       34,566          18,975        89,234          12,302 
-----------     -----------  -----------     -----------   -----------     -----------   -----------     ----------- 

      5,864             137          333             141        44,841          36,540        95,320          12,232 
-----------     -----------  -----------     -----------   -----------     -----------   -----------     ----------- 

     (1,196)             --       (1,150)             --            --          10,120        (1,822)             -- 

     66,482              --       12,015              --       179,223         348,793     1,002,054          79,089 
         --              --           --              --          (139)           (122)          (26)             (2)
         --              --           --              --       (59,464)        (23,572)      (25,770)             -- 

        (29)             --          (16)             --       (43,828)       (265,828)     (168,871)             -- 
         --              --           --              --            --              --            --              -- 
-----------     -----------  -----------     -----------   -----------     -----------   -----------     ----------- 

     65,257              --       10,849              --        75,792          69,391       805,565          79,087 
-----------     -----------  -----------     -----------   -----------     -----------   -----------     ----------- 

     71,121             137       11,182             141       120,633         105,931       900,885          91,319 

      1,211           1,075        1,209           1,068       442,085         336,154        92,767           1,448 
-----------     -----------  -----------     -----------   -----------     -----------   -----------     ----------- 
$    72,332     $     1,211  $    12,391     $     1,209   $   562,718     $   442,085   $   993,652     $    92,767 
===========     ===========  ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                 TEMPLETON FOREIGN              TEMPLETON GROWTH                                  
                                                 SECURITIES FUND -             SECURITIES FUND -             APPRECIATION         
                                                   CLASS 2 SHARES                CLASS 2 SHARES               PORTFOLIO           
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $       (638)  $        (48)  $     (2,189)  $       (859) $   (126,959)  $    (68,106)
  Realized gain (loss) ..................         7,832              3         19,524          8,031       290,768        185,805 
  Change in unrealized gain (loss)                                                                                                
    on investments ......................        20,855          2,273         41,316         36,005       453,348      1,450,286 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........        28,049          2,228         58,651         43,177       617,157      1,567,985 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........        (2,264)         2,000          4,267         10,208        76,774        171,148 
  Participant transfers from other                                                                                                
    funding options .....................       409,100         21,278        508,261        190,765       774,001      1,138,529 
  Administrative charges ................           (14)            --           (149)           (99)       (5,952)        (8,219)
  Contract surrenders ...................       (31,788)            --        (48,521)       (10,080)   (1,619,367)    (1,370,479)
  Participant transfers to other                                                                                                  
    funding options .....................      (128,974)            --       (110,821)       (41,437)     (365,779)      (839,430)
  Other receipts/(payments) .............            --             --             --             --      (404,415)      (434,643)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..       246,060         23,278        353,037        149,357    (1,544,738)    (1,343,094)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets       274,109         25,506        411,688        192,534      (927,581)       224,891 

NET ASSETS:                                                                                                                       
    Beginning of year ...................        25,506             --        417,121        224,587    22,759,355     22,534,464 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $    299,615   $     25,506   $    828,809   $    417,121  $ 21,831,774   $ 22,759,355 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                                                               SALOMON BROTHERS       
                                         EQUITY                                              VARIABLE AGGRESSIVE      
   DIVERSIFIED STRATEGIC           INDEX PORTFOLIO -                FUNDAMENTAL                 GROWTH FUND -         
      INCOME PORTFOLIO              CLASS II SHARES               VALUE PORTFOLIO               CLASS I SHARES        
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$   392,177     $   366,958   $   (31,949)    $    (4,692)  $  (170,659)    $  (270,042)  $   (42,284)    $   (15,411)
   (100,929)       (202,168)      102,596         (18,718)    2,466,395       1,126,989         6,303           2,472 

   (178,252)        437,207       289,302       1,220,615    (1,197,377)      1,433,818       230,692         106,137 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    112,996         601,997       359,949       1,197,205     1,098,359       2,290,765       194,711          93,198 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

       (589)        106,455        59,350         123,686       102,054         323,091       382,404         690,751 

    322,683         286,943       460,526       1,365,927       851,171       2,464,940       498,307         322,833 
     (1,817)         (2,117)       (3,798)         (4,027)       (8,025)         (8,754)         (411)           (119)
 (1,303,108)     (2,266,714)   (1,172,804)       (729,108)   (2,540,371)     (1,936,874)      (22,118)         (2,126)

   (428,129)       (659,689)     (754,695)       (780,923)   (1,196,422)     (1,107,220)      (28,125)        (30,594)
   (273,385)       (443,881)      (38,136)       (188,674)     (401,557)       (694,053)           --              -- 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

 (1,684,345)     (2,979,003)   (1,449,557)       (213,119)   (3,193,150)       (958,870)      830,057         980,745 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

 (1,571,349)     (2,377,006)   (1,089,608)        984,086    (2,094,791)      1,331,895     1,024,768       1,073,943 

 11,174,663      13,551,669    14,589,422      13,605,336    37,089,682      35,757,787     1,573,287         499,344 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$ 9,603,314     $11,174,663   $13,499,814     $14,589,422   $34,994,891     $37,089,682   $ 2,598,055     $ 1,573,287 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                  SALOMON BROTHERS                                                                
                                                 VARIABLE GROWTH &                                                                
                                                   INCOME FUND -              BALANCED PORTFOLIO -          FORTY PORTFOLIO -     
                                                   CLASS I SHARES                SERVICE SHARES               SERVICE SHARES      
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $       (404)  $       (849)  $     79,675   $    101,990  $    (17,342)  $    (12,723)
  Realized gain (loss) ..................           714          3,207        140,630         60,515        21,727          7,498 
  Change in unrealized gain (loss)                                                                                                
    on investments ......................         1,014         (2,685)       523,634        727,085       116,482        131,580 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........         1,324           (327)       743,939        889,590       120,867        126,355 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........        (1,067)            --         21,783        111,133        36,082          5,808 
  Participant transfers from other                                                                                                
    funding options .....................        22,408         66,419        420,390        805,517       294,939         70,393 
  Administrative charges ................           (21)           (22)        (3,577)        (4,036)         (351)          (378)
  Contract surrenders ...................        (6,886)        (5,419)      (980,147)    (1,011,947)      (40,672)       (34,814)
  Participant transfers to other                                                                                                  
    funding options .....................            --        (89,483)      (906,819)    (1,328,173)      (72,363)       (60,001)
  Other receipts/(payments) .............            --             --       (141,078)      (261,956)           --        (43,304)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..        14,434        (28,505)    (1,589,448)    (1,689,462)      217,635        (62,296)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets        15,758        (28,832)      (845,509)      (799,872)      338,502         64,059 

NET ASSETS:                                                                                                                       
    Beginning of year ...................        35,313         64,145     13,858,768     14,658,640       894,854        830,795 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $     51,071   $     35,313   $ 13,013,259   $ 13,858,768  $  1,233,356   $    894,854 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

        GLOBAL LIFE                GLOBAL TECHNOLOGY               MID CAP VALUE                   WORLDWIDE          
    SCIENCES PORTFOLIO -              PORTFOLIO -                   PORTFOLIO -                GROWTH PORTFOLIO -     
       SERVICE SHARES                SERVICE SHARES               SERVICE SHARES                 SERVICE SHARES       
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$   (43,312)    $   (42,956)  $   (43,662)    $   (50,232)  $    (7,850)    $    10,170   $   (16,894)    $   (40,038)
     85,040          29,030      (144,467)       (176,514)      107,000           9,325       121,247          60,677 

    271,864         371,731       464,319         161,215       (36,223)         76,655       153,404         195,124 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    313,592         357,805       276,190         (65,531)       62,927          96,150       257,757         215,763 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

      5,252           5,731         8,783          21,953        37,261          74,745        25,589          98,049 

    239,744         302,054       293,631         987,292        52,717          33,130       464,407         351,128 
     (1,401)         (1,530)       (1,532)         (1,742)         (151)           (137)       (2,727)         (3,195)
   (203,089)       (118,735)     (279,691)       (187,118)      (78,945)         (7,788)     (612,515)       (349,351)

   (318,926)       (313,010)     (786,654)       (721,092)      (37,166)        (22,002)     (821,775)       (506,860)
    (16,931)         (5,610)       (8,607)        (20,020)           --              --        (9,488)        (77,477)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

   (295,351)       (131,100)     (774,070)         79,273       (26,284)         77,948      (956,509)       (487,706)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

     18,241         226,705      (497,880)         13,742        36,643         174,098      (698,752)       (271,943)

  3,164,952       2,938,247     3,536,271       3,522,529       738,551         564,453     7,747,234       8,019,177 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$ 3,183,193     $ 3,164,952   $ 3,038,391     $ 3,536,271   $   775,194     $   738,551   $ 7,048,482     $ 7,747,234 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                 LAZARD RETIREMENT                 GROWTH AND                   MID-CAP           
                                                SMALL CAP PORTFOLIO             INCOME PORTFOLIO            VALUE PORTFOLIO       
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $     (1,343)  $       (450)  $     (1,124)  $        349  $     (2,165)  $       (653)
  Realized gain (loss) ..................        10,636            433         26,516          2,795        27,349          4,560 
  Change in unrealized gain (loss)                                                                                                
    on investments ......................        (3,603)         4,503        (17,558)        22,826        (7,677)        13,646 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........         5,690          4,486          7,834         25,970        17,507         17,553 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........        (1,415)            --             --             --        (1,960)            -- 
  Participant transfers from other                                                                                                
    funding options .....................        99,580         47,421        113,990        168,622       270,390         99,528 
  Administrative charges ................           (26)           (14)           (39)           (17)          (63)           (18)
  Contract surrenders ...................        (7,551)            --        (28,477)        (4,433)      (18,206)            -- 
  Participant transfers to other                                                                                                  
    funding options .....................       (44,090)        (4,991)       (54,980)            --      (110,744)       (33,585)
  Other receipts/(payments) .............            --             --             --             --            --             -- 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..        46,498         42,416         30,494        164,172       139,417         65,925 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets        52,188         46,902         38,328        190,142       156,924         83,478 

NET ASSETS:                                                                                                                       
    Beginning of year ...................        51,960          5,058        283,242         93,100       149,848         66,370 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $    104,148   $     51,960   $    321,570   $    283,242  $    306,772   $    149,848 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                                                                 OPPENHEIMER          
                                                                                                 MAIN STREET          
          DIVIDEND                                                 S&P 500 INDEX                  FUND/VA -           
      GROWTH PORTFOLIO              EQUITY PORTFOLIO                 PORTFOLIO                  SERVICE SHARES        
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$    (4,877)    $       588   $    (4,178)    $      (841)  $    (4,337)    $    (8,794)  $      (123)    $      (103)
        579              72         2,104             229        50,895             716           103               3 

     26,892          17,301        35,332          18,375       (13,304)        100,231         1,840           1,905 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

     22,594          17,961        33,258          17,763        33,254          92,153         1,820           1,805 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

     34,794         165,477            --         121,104       286,345         779,958           874           3,500 

    234,845         194,041        33,688          34,746       459,966         164,903        15,429          29,803 
        (67)            (11)          (21)             (2)         (208)            (31)          (16)             (2)
     (3,800)           (552)       (2,742)           (381)     (772,396)         (1,819)          (23)             -- 

     (1,925)        (25,228)       (7,082)         (1,914)      (50,283)           (512)           --              -- 
         --              --            --              --            --              --            --              -- 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    263,847         333,727        23,843         153,553       (76,576)        942,499        16,264          33,301 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    286,441         351,688        57,101         171,316       (43,322)      1,034,652        18,084          35,106 

    352,784           1,096       173,477           2,161     1,225,640         190,988        35,106              -- 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$   639,225     $   352,784   $   230,578     $   173,477   $ 1,182,318     $ 1,225,640   $    53,190     $    35,106 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                                                                                PUTNAM VT         
                                                      REAL                          TOTAL                       DISCOVERY         
                                               RETURN PORTFOLIO -             RETURN PORTFOLIO -              GROWTH FUND -       
                                              ADMINISTRATIVE CLASS           ADMINISTRATIVE CLASS            CLASS IB SHARES      
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $      9,163   $     (2,056)  $    429,896   $    113,055  $     (3,259)  $     (3,110)
  Realized gain (loss) ..................         7,667         17,342        440,053        462,008        10,837          1,718 
  Change in unrealized gain (loss)                                                                                                
    on investments ......................       (15,950)        12,466       (648,769)       204,863         5,037         14,777 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........           880         27,752        221,180        779,926        12,615         13,385 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........         4,000         (2,208)        87,384        198,250            --          4,744 
  Participant transfers from other                                                                                                
    funding options .....................       285,174      1,050,978      2,049,784      2,604,604        46,887          7,207 
  Administrative charges ................           (31)           (35)        (5,439)        (6,160)         (112)          (134)
  Contract surrenders ...................       (91,191)       (46,015)    (2,404,627)    (1,340,470)      (39,849)        (7,850)
  Participant transfers to other                                                                                                  
    funding options .....................      (229,923)      (462,775)    (1,725,624)    (3,872,863)      (33,558)        (6,790)
  Other receipts/(payments) .............            --             --       (175,633)      (226,489)           --             -- 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..       (31,971)       539,945     (2,174,155)    (2,643,128)      (26,632)        (2,823)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets       (31,091)       567,697     (1,952,975)    (1,863,202)      (14,017)        10,562 

NET ASSETS:                                                                                                                       
    Beginning of year ...................       634,849         67,152     22,699,631     24,562,833       236,639        226,077 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $    603,758   $    634,849   $ 20,746,656   $ 22,699,631  $    222,622   $    236,639 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

         PUTNAM VT                     PUTNAM VT                                                                      
       INTERNATIONAL                   SMALL CAP                                                  HIGH YIELD          
       EQUITY FUND -                  VALUE FUND -                ALL CAP FUND -                 BOND FUND -          
      CLASS IB SHARES               CLASS IB SHARES                   CLASS I                      CLASS I            
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$       246     $      (450)  $   (31,630)    $   (24,203)  $  (123,649)    $  (185,287)  $   159,800     $   137,290 
    131,992          61,204       325,741         127,386       419,891         276,233        72,638          10,612 

     90,088         208,396      (165,272)        406,086       175,719       1,276,554      (157,979)         68,090 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    222,326         269,150       128,839         509,269       471,961       1,367,500        74,459         215,992 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

      7,592          56,700         1,850         122,272       387,224         620,402       196,047         452,529 

    709,573         405,883       261,514         456,826       857,723       2,357,279       853,104         725,649 
       (339)           (344)         (639)           (611)       (6,274)         (6,625)         (509)           (407)
   (213,015)        (54,234)     (405,039)       (209,368)   (1,494,123)     (1,570,491)     (162,427)        (79,019)

   (361,445)       (324,717)     (150,044)       (221,765)   (1,240,819)       (858,946)     (109,521)       (120,062)
    (73,610)          1,022        (6,297)       (104,729)     (148,557)       (419,152)      (60,963)        (24,214)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

     68,756          84,310      (298,655)         42,625    (1,644,826)        122,467       715,731         954,476 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    291,082         353,460      (169,816)        551,894    (1,172,865)      1,489,967       790,190       1,170,468 

  2,099,397       1,745,937     2,646,479       2,094,585    21,889,868      20,399,901     2,864,655       1,694,187 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$ 2,390,479     $ 2,099,397   $ 2,476,663     $ 2,646,479   $20,717,003     $21,889,868   $ 3,654,845     $ 2,864,655 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                                                    LARGE CAP                   SMALL CAP         
                                                 INVESTORS FUND -                 GROWTH FUND -               GROWTH FUND -       
                                                     CLASS I                         CLASS I                     CLASS I          
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $    (63,634)  $      8,433   $    (23,476)  $     (8,359) $    (93,404)  $    (61,720)
  Realized gain (loss) ..................       429,825        173,242         12,562          1,332       631,733         59,824 
  Change in unrealized gain (loss)                                                                                                
    on investments ......................       723,490      1,805,692         60,354         40,033      (349,367)       619,509 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........     1,089,681      1,987,367         49,440         33,006       188,962        617,613 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........        82,112        200,580        212,541        548,041       461,533      1,314,709 
  Participant transfers from other                                                                                                
    funding options .....................       371,181      1,098,050        246,128        259,705       630,112        863,730 
  Administrative charges ................        (6,306)        (7,070)          (162)           (77)         (913)          (706)
  Contract surrenders ...................    (1,999,109)    (1,323,614)      (169,954)        (1,893)     (987,561)      (196,768)
  Participant transfers to other                                                                                                  
    funding options .....................    (1,026,880)    (1,027,034)       (52,079)       (17,609)     (470,741)      (461,074)
  Other receipts/(payments) .............      (317,333)      (335,460)       (19,335)            --       (45,063)       (26,678)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..    (2,896,335)    (1,394,548)       217,139        788,167      (412,633)     1,493,213 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets    (1,806,654)       592,819        266,579        821,173      (223,671)     2,110,826 

NET ASSETS:                                                                                                                       
    Beginning of year ...................    24,081,757     23,488,938      1,087,037        265,864     5,265,411      3,154,585 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $ 22,275,103   $ 24,081,757   $  1,353,616   $  1,087,037  $  5,041,740   $  5,265,411 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                                      SCUDDER                                         
         STRATEGIC                     GROWTH AND                  INTERNATIONAL                 AIM CAPITAL          
        BOND FUND -                INCOME PORTFOLIO -              SELECT EQUITY                 APPRECIATION         
          CLASS I                       CLASS B                 PORTFOLIO - CLASS B               PORTFOLIO           
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$   261,548     $   220,536   $    (5,880)    $    (3,127)  $     1,742     $   (10,801)  $   (41,859)    $   (35,782)
    234,405         129,712         1,664           1,500         2,742             384       (65,261)        (70,764)

   (438,635)        (46,319)       30,933          35,481       334,122         184,344       314,360         271,856 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

     57,318         303,929        26,717          33,854       338,606         173,927       207,240         165,310 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    804,124       1,350,205        96,205         289,670       502,758       1,039,059       230,031         546,396 

  1,382,415       1,269,266        92,040          98,615       925,224         262,980       168,233         263,523 
       (725)           (599)          (36)            (11)         (371)            (51)       (1,362)         (1,425)
   (285,985)       (292,537)       (8,040)           (786)       (9,731)             --      (450,816)       (152,876)

   (611,097)       (160,683)       (6,581)           (315)      (29,925)         (5,316)     (265,856)       (206,666)
   (157,377)        (39,304)       17,023         (16,666)           --              --       (10,262)         (8,634)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

  1,131,355       2,126,348       190,611         370,507     1,387,955       1,296,672      (330,032)        440,318 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

  1,188,673       2,430,277       217,328         404,361     1,726,561       1,470,599      (122,792)        605,628 

  6,938,133       4,507,856       424,624          20,263     1,695,937         225,338     3,215,286       2,609,658 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$ 8,126,806     $ 6,938,133   $   641,952     $   424,624   $ 3,422,498     $ 1,695,937   $ 3,092,494     $ 3,215,286 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                   CONVERTIBLE                  DISCIPLINED MID              EQUITY INCOME        
                                               SECURITIES PORTFOLIO           CAP STOCK PORTFOLIO              PORTFOLIO          
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $    149,450   $    110,586   $   (159,706)  $   (119,074) $   (602,013)  $    (40,354)
  Realized gain (loss) ..................       388,502        151,681        547,481        482,603     1,323,365      2,470,669 
  Change in unrealized gain (loss)                                                                                                
    on investments ......................      (746,381)       474,493        782,288      1,139,980       410,140      1,035,864 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........      (208,429)       736,760      1,170,063      1,503,509     1,131,492      3,466,179 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........        39,421        191,321         (8,125)        24,565       666,955        522,829 
  Participant transfers from other                                                                                                
    funding options .....................       154,883      1,104,191        446,683        767,533     2,218,098      3,340,099 
  Administrative charges ................        (2,696)        (2,948)        (2,987)        (3,084)      (11,012)       (12,002)
  Contract surrenders ...................    (1,401,764)      (945,781)    (1,022,575)      (587,774)   (4,755,200)    (3,719,088)
  Participant transfers to other                                                                                                  
    funding options .....................      (837,384)    (1,008,518)      (625,372)      (549,434)   (1,922,549)    (1,739,481)
  Other receipts/(payments) .............      (173,472)      (205,290)      (109,749)       (97,603)   (1,188,460)      (807,562)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..    (2,221,012)      (867,025)    (1,322,125)      (445,797)   (4,992,168)    (2,415,205)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets    (2,429,441)      (130,265)      (152,062)     1,057,712    (3,860,676)     1,050,974 

NET ASSETS:                                                                                                                       
    Beginning of year ...................    15,815,669     15,945,934     11,490,372     10,432,660    44,625,898     43,574,924 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $ 13,386,228   $ 15,815,669   $ 11,338,310   $ 11,490,372  $ 40,765,222   $ 44,625,898 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

       FEDERATED HIGH               FEDERATED STOCK                  LARGE CAP                MERCURY LARGE CAP       
      YIELD PORTFOLIO                  PORTFOLIO                     PORTFOLIO                  CORE PORTFOLIO        
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$  (193,469)    $   845,137   $  (111,796)    $     1,341   $  (370,541)    $  (168,265)  $   (27,736)    $   (18,334)
   (158,866)       (150,694)      156,333          32,408      (962,129)       (895,100)     (104,237)       (115,508)

    483,226         562,188       224,811         719,673     3,032,235       2,403,613       315,987         412,744 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    130,891       1,256,631       269,348         753,422     1,699,565       1,340,248       184,014         278,902 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

      6,714          26,612        (3,826)          3,590       281,311         880,801         2,209          12,810 

    702,388       1,339,647       244,123         348,205       761,810         775,229       109,198          35,040 
     (3,045)         (3,400)       (1,778)         (1,988)       (8,886)        (10,231)         (493)           (521)
 (1,658,125)     (1,469,783)     (931,785)       (595,089)   (2,769,782)     (1,431,458)     (339,019)       (227,217)

   (709,662)     (1,307,229)     (438,896)       (354,614)   (1,369,123)     (1,556,035)     (188,195)        (66,553)
   (292,485)       (299,405)     (497,678)       (200,994)     (568,711)       (477,009)       (4,626)        (31,038)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

 (1,954,215)     (1,713,558)   (1,629,840)       (800,890)   (3,673,381)     (1,818,703)     (420,926)       (277,479)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

 (1,823,324)       (456,927)   (1,360,492)        (47,468)   (1,973,816)       (478,455)     (236,912)          1,423 

 14,734,884      15,191,811     8,891,958       8,939,426    27,347,725      27,826,180     2,131,063       2,129,640 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$12,911,560     $14,734,884   $ 7,531,466     $ 8,891,958   $25,373,909     $27,347,725   $ 1,894,151     $ 2,131,063 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                  MFS EMERGING                    MFS MID CAP                   MFS TOTAL         
                                                GROWTH PORTFOLIO                GROWTH PORTFOLIO             RETURN PORTFOLIO     
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $    (30,433)  $   (201,136)  $   (339,210)  $   (202,462) $    428,529   $    913,503 
  Realized gain (loss) ..................   (10,442,924)    (1,577,602)    (1,473,556)    (1,237,340)    3,721,819      2,095,276 
  Change in unrealized gain (loss)                                                                                                
    on investments ......................    10,034,876      3,298,618      2,604,948      3,145,185    (3,143,470)     3,583,980 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........      (438,481)     1,519,880        792,182      1,705,383     1,006,878      6,592,759 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........         1,915         50,566         48,112         87,728       876,537      1,702,736 
  Participant transfers from other                                                                                                
    funding options .....................        27,698        369,271     14,235,425        687,834     4,123,215      4,661,517 
  Administrative charges ................           (24)        (6,028)       (11,070)        (6,469)      (16,546)       (17,365)
  Contract surrenders ...................      (288,955)      (691,634)    (2,060,268)      (902,207)   (8,783,425)    (4,491,081)
  Participant transfers to other                                                                                                  
    funding options .....................   (14,014,253)    (1,061,131)    (2,150,215)      (881,113)   (2,567,870)    (2,406,928)
  Other receipts/(payments) .............      (100,303)      (147,278)      (287,974)      (162,640)   (1,646,429)    (1,243,027)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..   (14,373,922)    (1,486,234)     9,774,010     (1,176,867)   (8,014,518)    (1,794,148)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets   (14,812,403)        33,646     10,566,192        528,516    (7,007,640)     4,798,611 

NET ASSETS:                                                                                                                       
    Beginning of year ...................    14,812,403     14,778,757     14,924,771     14,396,255    73,093,493     68,294,882 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $         --   $ 14,812,403   $ 25,490,963   $ 14,924,771  $ 66,085,853   $ 73,093,493 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                        MONDRIAN                                                                      
         MFS VALUE                   INTERNATIONAL                 PIONEER FUND               PIONEER STRATEGIC       
         PORTFOLIO                  STOCK PORTFOLIO                  PORTFOLIO                 INCOME PORTFOLIO       
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$       128     $       466   $  (181,440)    $    21,897   $      (340)    $       (15)  $    65,976     $   145,071 
      5,752             472       466,062         248,178           146               9       (40,123)        (62,176)

     (2,192)          1,529       754,866       1,403,493         1,044           1,102        37,243         157,713 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

      3,688           2,467     1,039,488       1,673,568           850           1,096        63,096         240,608 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

      3,932             952        30,264         242,846        (1,320)             --           524           2,230 

    104,273          51,685     1,412,818         982,775        16,050           5,778       445,730         329,568 
        (55)             (2)       (3,328)         (3,485)          (14)            (12)         (545)           (589)
    (25,397)         (1,262)   (1,280,580)       (809,124)           --              --      (396,300)       (397,736)

    (18,179)             --      (798,480)       (646,602)       (1,842)             --      (227,355)       (223,706)
         --              --      (157,819)       (153,337)           --              --       (67,353)        (22,070)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

     64,574          51,373      (797,125)       (386,927)       12,874           5,766      (245,299)       (312,303)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

     68,262          53,840       242,363       1,286,641        13,724           6,862      (182,203)        (71,695)

     53,840              --    13,474,072      12,187,431        13,469           6,607     2,771,320       2,843,015 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$   122,102     $    53,840   $13,716,435     $13,474,072   $    27,193     $    13,469   $ 2,589,117     $ 2,771,320 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                                             STYLE FOCUS SERIES:                                  
                                                STRATEGIC EQUITY                  SMALL CAP                TRAVELERS QUALITY      
                                                   PORTFOLIO                   VALUE PORTFOLIO               BOND PORTFOLIO       
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $   (202,754)  $     (8,091)  $       (174)  $         --  $   (518,072)  $  1,401,510 
  Realized gain (loss) ..................    (2,710,006)    (2,344,165)         1,062             --      (207,862)        15,647 
  Change in unrealized gain (loss)                                                                                                
    on investments ......................     2,808,674      4,632,420          1,714             --       813,286       (583,954)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........      (104,086)     2,280,164          2,602             --        87,352        833,203 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........        17,102         39,399         65,324             --        78,882        248,881 
  Participant transfers from other                                                                                                
    funding options .....................       167,629        285,386         33,477             --       642,691        996,442 
  Administrative charges ................        (8,709)       (10,415)            (1)            --        (8,624)       (10,169)
  Contract surrenders ...................    (2,659,245)    (1,423,930)            --             --    (3,670,501)    (3,408,342)
  Participant transfers to other                                                                                                  
    funding options .....................    (1,710,521)    (1,872,008)            --             --    (5,429,084)    (4,557,327)
  Other receipts/(payments) .............      (627,530)      (628,618)            --             --    (1,243,691)    (1,389,185)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..    (4,821,274)    (3,610,186)        98,800             --    (9,630,327)    (8,119,700)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets    (4,925,360)    (1,330,022)       101,402             --    (9,542,975)    (7,286,497)

NET ASSETS:                                                                                                                       
    Beginning of year ...................    28,123,144     29,453,166             --             --    43,468,177     50,754,674 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $ 23,197,784   $ 28,123,144   $    101,402   $         --  $ 33,925,202   $ 43,468,177 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                       CORE PLUS                                                                      
      U.S. GOVERNMENT                 FIXED INCOME               EMERGING MARKETS                  EQUITY AND         
         SECURITIES                   PORTFOLIO -               EQUITY PORTFOLIO -             INCOME PORTFOLIO -     
         PORTFOLIO                      CLASS II                      CLASS I                       CLASS II          
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$      (955)    $       458   $    52,116     $    18,834   $   (33,622)    $   (12,029)  $   (53,811)    $   (30,403)
        118               5        25,026           2,151        67,635           6,456        60,198           4,143 

        959            (313)      (12,743)         12,311       689,705         298,226       240,493         263,120 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

        122             150        64,399          33,296       723,718         292,653       246,880         236,860 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

      6,008           2,000       733,169       1,006,256       299,172         487,408       695,315       1,734,812 

    105,478           9,292     1,415,455         957,451       397,661         447,414       933,429         795,833 
        (31)             --          (306)            (88)         (307)           (172)         (429)            (81)
     (2,558)           (177)      (30,951)         (1,230)      (85,303)        (68,115)      (91,765)         26,944 

     (7,759)             --       (33,040)        (33,955)     (145,526)        (70,270)      (47,781)        (81,866)
         --              --       (23,161)        (15,574)      (27,131)             --       (14,726)         (6,571)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    101,138          11,115     2,061,166       1,912,860       438,566         796,265     1,474,043       2,469,071 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    101,260          11,265     2,125,565       1,946,156     1,162,284       1,088,918     1,720,923       2,705,931 

     11,265              --     2,276,684         330,528     1,910,256         821,338     3,289,813         583,882 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$   112,525     $    11,265   $ 4,402,249     $ 2,276,684   $ 3,072,540     $ 1,910,256   $ 5,010,736     $ 3,289,813 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                  EQUITY GROWTH                GLOBAL FRANCHISE                GLOBAL VALUE       
                                                   PORTFOLIO -                   PORTFOLIO -                EQUITY PORTFOLIO -    
                                                     CLASS I                       CLASS II                      CLASS I          
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $    (22,487)  $    (22,096)  $   (118,794)  $    (29,217) $    (26,791)  $    (23,070)
  Realized gain (loss) ..................         5,549         (3,457)        48,577         28,265        72,513         17,767 
  Change in unrealized gain (loss)                                                                                                
    on investments ......................       278,220        145,461        665,210        296,670       140,297        346,279 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........       261,282        119,908        594,993        295,718       186,019        340,976 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........        76,560        261,669      1,907,058      2,150,318       308,470        712,055 
  Participant transfers from other                                                                                                
    funding options .....................       205,815        294,967      1,882,676      1,149,712       766,867        778,125 
  Administrative charges ................          (363)          (327)          (607)          (108)         (575)          (458)
  Contract surrenders ...................      (110,224)      (175,171)       (95,317)        27,886      (113,354)      (190,997)
  Participant transfers to other                                                                                                  
    funding options .....................      (114,363)       (31,765)      (266,987)       (19,209)     (184,272)       (87,205)
  Other receipts/(payments) .............            --             --        (20,632)        (7,088)      (67,768)       (44,152)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..        57,425        349,373      3,406,191      3,301,511       709,368      1,167,368 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets       318,707        469,281      4,001,184      3,597,229       895,387      1,508,344 

NET ASSETS:                                                                                                                       
    Beginning of year ...................     1,915,232      1,445,951      3,984,085        386,856     3,557,374      2,049,030 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $  2,233,939   $  1,915,232   $  7,985,269   $  3,984,085  $  4,452,761   $  3,557,374 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

          MID CAP                    SMALL COMPANY                                                U.S. MID CAP        
     GROWTH PORTFOLIO -            GROWTH PORTFOLIO -         TECHNOLOGY PORTFOLIO -           VALUE PORTFOLIO -      
          CLASS I                       CLASS II                      CLASS I                       CLASS I           
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$   (36,890)    $   (25,521)  $   (22,074)    $    (6,600)  $    (4,075)    $    (5,612)  $   (51,708)    $   (51,590)
     41,514           7,784        17,141          20,724       (58,971)        (63,804)      151,092          45,427 

    322,594         323,172       136,731          72,941        50,870          54,544       308,151         441,306 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    327,218         305,435       131,798          87,065       (12,176)        (14,872)      407,535         435,143 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    222,834         324,644       219,206         452,232            --           1,783       190,298         386,365 

    273,265         103,789       533,110         114,540           642          11,838       291,995         387,336 
       (487)           (453)         (105)            (16)         (114)           (147)         (598)           (644)
    (30,382)        (48,915)       (5,061)             --       (43,024)         (8,450)     (218,580)       (199,237)

   (194,059)        (15,290)      (57,890)        (11,139)      (43,350)        (88,166)     (208,713)       (132,013)
    (19,576)        (25,260)      (11,908)             --        (1,959)        (12,138)      (66,568)        (64,162)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    251,595         338,515       677,352         555,617       (87,805)        (95,280)      (12,166)        377,645 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    578,813         643,950       809,150         642,682       (99,981)       (110,152)      395,369         812,788 

  1,976,227       1,332,277       730,680          87,998       359,105         469,257     3,870,341       3,057,553 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$ 2,555,040     $ 1,976,227   $ 1,539,830     $   730,680   $   259,124     $   359,105   $ 4,265,710     $ 3,870,341 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                                                                              SB ADJUSTABLE       
                                                 U.S. REAL ESTATE                                              RATE INCOME        
                                                   PORTFOLIO -                  VALUE PORTFOLIO -              PORTFOLIO -        
                                                     CLASS I                         CLASS I                  CLASS I SHARES      
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $    (22,067)  $     (2,359)  $     (8,848)  $    (12,413) $      3,508   $        214 
  Realized gain (loss) ..................       272,918        197,637        226,651         95,602           562             90 
  Change in unrealized gain (loss)                                                                                                
    on investments ......................       391,501        633,927       (125,995)       291,335        (2,792)          (483)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........       642,352        829,205         91,808        374,524         1,278           (179)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........       359,014        936,832        102,871        421,078        (1,000)        40,345 
  Participant transfers from other                                                                                                
    funding options .....................       653,099        680,858        494,236        370,329       281,542         84,201 
  Administrative charges ................          (380)          (398)          (622)          (633)          (12)            (5)
  Contract surrenders ...................      (271,324)      (198,780)      (272,897)       (90,395)      (15,115)        (2,015)
  Participant transfers to other                                                                                                  
    funding options .....................      (272,453)      (650,765)       (76,619)       (82,273)     (174,637)       (28,361)
  Other receipts/(payments) .............       (95,587)       (30,836)      (125,142)       (97,226)           --             -- 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..       372,369        736,911        121,827        520,880        90,778         94,165 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets     1,014,721      1,566,116        213,635        895,404        92,056         93,986 

NET ASSETS:                                                                                                                       
    Beginning of year ...................     3,726,748      2,160,632      2,886,960      1,991,556       107,687         13,701 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $  4,741,469   $  3,726,748   $  3,100,595   $  2,886,960  $    199,743   $    107,687 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

        SMITH BARNEY                  SMITH BARNEY                                                                    
         AGGRESSIVE               LARGE CAPITALIZATION           SOCIAL AWARENESS            COMSTOCK PORTFOLIO -     
      GROWTH PORTFOLIO              GROWTH PORTFOLIO              STOCK PORTFOLIO               CLASS I SHARES        
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$  (401,518)    $  (393,203)  $   (51,813)    $   (45,312)  $       (43)    $        (4)  $    (1,240)    $    (1,669)
    481,580         316,370        82,514          66,832           451              --        21,494           6,522 

  2,683,836       2,316,480       116,008         (88,752)         (253)            254        (4,068)         59,987 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

  2,763,898       2,239,647       146,709         (67,232)          155             250        16,186          64,840 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    173,354         339,296        17,587          44,196            --           3,000            --              -- 

  1,101,911       2,040,654       583,646         809,699            --              --       107,332          46,833 
     (6,717)         (7,461)       (1,080)         (1,321)           --              --          (161)           (113)
 (2,089,835)     (1,428,071)     (321,123)       (176,796)       (3,405)             --        (5,450)         (8,768)

   (910,216)       (906,742)     (364,502)       (402,044)           --              --       (16,931)        (28,418)
   (303,776)       (220,223)      (56,094)        (91,782)           --              --        (3,749)             -- 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

 (2,035,279)       (182,547)     (141,566)        181,952        (3,405)          3,000        81,041           9,534 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    728,619       2,057,100         5,143         114,720        (3,250)          3,250        97,227          74,374 

 29,368,384      27,311,284     4,342,161       4,227,441         3,250              --       476,849         402,475 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$30,097,003     $29,368,384   $ 4,347,304     $ 4,342,161   $        --     $     3,250   $   574,076     $   476,849 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                                                EMERGING GROWTH                  EMERGING         
                                                COMSTOCK PORTFOLIO -              PORTFOLIO -               GROWTH PORTFOLIO -    
                                                  CLASS II SHARES                CLASS I SHARES              CLASS II SHARES      
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $   (189,431)  $   (143,832)  $     (8,163)  $    (10,937) $    (87,041)  $    (60,972)
  Realized gain (loss) ..................       948,297        100,487        (74,796)       (71,943)       30,822         (6,618)
  Change in unrealized gain (loss)                                                                                                
    on investments ......................       (86,277)     2,639,576        125,529        126,129       361,491        323,138 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........       672,589      2,596,231         42,570         43,249       305,272        255,548 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........     2,365,876      4,416,879             --             --       344,588      1,353,798 
  Participant transfers from other                                                                                                
    funding options .....................     4,516,719      3,716,381             38            108       422,863        680,044 
  Administrative charges ................        (3,118)        (2,495)          (602)          (649)         (660)          (612)
  Contract surrenders ...................    (1,427,165)      (941,568)       (24,297)       (46,680)     (163,332)      (289,714)
  Participant transfers to other                                                                                                  
    funding options .....................      (968,987)      (498,748)       (70,982)       (51,296)     (274,318)      (191,204)
  Other receipts/(payments) .............      (151,851)      (198,882)       (23,425)            --       (65,063)        (9,203)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..     4,331,474      6,491,567       (119,268)       (98,517)      264,078      1,543,109 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets     5,004,063      9,087,798        (76,698)       (55,268)      569,350      1,798,657 

NET ASSETS:                                                                                                                       
    Beginning of year ...................    21,721,552     12,633,754        792,876        848,144     4,889,907      3,091,250 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $ 26,725,615   $ 21,721,552   $    716,178   $    792,876  $  5,459,257   $  4,889,907 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

   ENTERPRISE PORTFOLIO -        ENTERPRISE PORTFOLIO -       GOVERNMENT PORTFOLIO -        GOVERNMENT PORTFOLIO -    
       CLASS I SHARES               CLASS II SHARES               CLASS I SHARES               CLASS II SHARES        
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$    (4,039)    $    (7,317)  $   (13,441)    $   (15,166)  $    33,766     $    47,278   $   153,865     $   219,352 
   (123,408)        (39,602)        8,553          (1,294)        2,925           6,369        (4,162)        (15,594)

    163,511          65,067        72,308          54,624       (11,393)        (19,622)      (31,908)        (47,338)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

     36,064          18,148        67,420          38,164        25,298          34,025       117,795         156,420 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

         --              --        17,636          95,731            --              --        90,238         349,063 

         --             102        47,346         351,295           869          25,885       435,190         580,567 
       (239)           (326)         (159)           (156)         (191)           (265)       (1,318)         (1,379)
    (99,472)        (11,439)      (35,771)        (46,887)     (110,772)       (285,190)     (330,514)       (451,452)

    (59,291)        (37,682)     (160,700)        (22,371)      (58,663)        (17,291)     (370,444)       (613,118)
    (44,730)             --       (23,955)        (53,862)      (62,572)        (34,397)      (44,273)       (184,896)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

   (203,732)        (49,345)     (155,603)        323,750      (231,329)       (311,258)     (221,121)       (321,215)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

   (167,668)        (31,197)      (88,183)        361,914      (206,031)       (277,233)     (103,326)       (164,795)

    731,170         762,367     1,249,801         887,887     1,241,330       1,518,563     6,925,007       7,089,802 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$   563,502     $   731,170   $ 1,161,618     $ 1,249,801   $ 1,035,299     $ 1,241,330   $ 6,821,681     $ 6,925,007 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                     GROWTH AND                    GROWTH AND                 MONEY MARKET        
                                                 INCOME PORTFOLIO -            INCOME PORTFOLIO -             PORTFOLIO -         
                                                   CLASS I SHARES               CLASS II SHARES              CLASS I SHARES       
                                           ---------------------------   ---------------------------  --------------------------- 
                                                2005           2004           2005           2004          2005           2004    
                                                ----           ----           ----           ----          ----           ----    
                                                                                                                                  
OPERATIONS:                                                                                                                       
  Net investment income (loss) ..........  $     (3,713)  $     (6,369)  $    (96,352)  $    (69,499) $     19,290   $    (11,173)
  Realized gain (loss) ..................        94,057         15,235        357,535         63,021            --             -- 
  Change in unrealized gain (loss)                                                                                                
    on investments ......................        33,035        180,253        605,465        981,474            --             -- 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from operations .........       123,379        189,119        866,648        974,996        19,290        (11,173)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

UNIT TRANSACTIONS:                                                                                                                
  Participant purchase payments .........            --             --        735,155      1,729,970            --             -- 
  Participant transfers from other                                                                                                
    funding options .....................        26,206         12,824      1,176,656      1,616,650         7,677         33,593 
  Administrative charges ................          (388)          (438)        (1,569)        (1,458)          (96)          (246)
  Contract surrenders ...................      (156,816)       (74,880)      (238,171)      (290,506)       (8,462)       (48,887)
  Participant transfers to other                                                                                                  
    funding options .....................       (11,205)          (122)      (390,452)      (273,069)      (92,787)       (64,420)
  Other receipts/(payments) .............      (101,425)       (19,627)       (63,256)      (148,943)      (28,662)      (147,406)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets                                                                                         
      resulting from unit transactions ..      (243,628)       (82,243)     1,218,363      2,632,644      (122,330)      (227,366)
                                           ------------   ------------   ------------   ------------  ------------   ------------ 

    Net increase (decrease) in net assets      (120,249)       106,876      2,085,011      3,607,640      (103,040)      (238,539)

NET ASSETS:                                                                                                                       
    Beginning of year ...................     1,625,140      1,518,264      9,798,819      6,191,179     1,647,242      1,885,781 
                                           ------------   ------------   ------------   ------------  ------------   ------------ 
    End of year .........................  $  1,504,891   $  1,625,140   $ 11,883,830   $  9,798,819  $  1,544,202   $  1,647,242 
                                           ============   ============   ============   ============  ============   ============ 

 See Notes to Financial Statements

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STATEMENT OF CHANGES IN NET ASSETS - CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                        [Enlarge/Download Table]

                                                                  DYNAMIC CAPITAL                                     
        MONEY MARKET                  CONTRAFUND(R)                APPRECIATION                                       
        PORTFOLIO -                   PORTFOLIO -                   PORTFOLIO -               MID CAP PORTFOLIO -     
      CLASS II SHARES               SERVICE CLASS 2               SERVICE CLASS 2               SERVICE CLASS 2       
---------------------------   ---------------------------   ---------------------------   --------------------------- 
    2005             2004         2005            2004          2005            2004          2005            2004    
    ----             ----         ----            ----          ----            ----          ----            ----    
                                                                                                                      
$    38,742     $   (48,151)  $  (318,065)    $  (177,138)  $    (5,269)    $    (4,724)  $  (292,911)    $  (162,989)
         --              --       186,321          89,574         8,624          10,248       604,996         204,040 

         --              --     3,366,483       1,941,627        59,316          (8,293)    2,656,448       2,466,094 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

     38,742         (48,151)    3,234,739       1,854,063        62,671          (2,769)    2,968,533       2,507,145 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

    655,670       1,582,393     1,223,578       1,798,052            --              --       895,091       1,960,412 

  1,969,599       1,834,864     6,444,653       3,246,183        27,694         153,977     5,183,393       3,395,069 
       (672)           (677)       (5,287)         (4,315)         (126)           (131)       (2,880)         (1,871)
   (457,385)       (157,816)     (968,975)       (735,213)      (41,735)        (76,326)   (1,100,215)       (524,498)

 (2,821,250)     (2,866,314)     (819,304)       (560,655)       (8,253)        (37,221)     (957,672)     (1,191,707)
     (9,695)       (113,793)      (79,703)       (134,328)           --              --      (112,473)        (87,066)
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

   (663,733)        278,657     5,794,962       3,609,724       (22,420)         40,299     3,905,244       3,550,339 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 

   (624,991)        230,506     9,029,701       5,463,787        40,251          37,530     6,873,777       6,057,484 

  5,751,174       5,520,668    16,957,393      11,493,606       368,360         330,830    15,062,273       9,004,789 
-----------     -----------   -----------     -----------   -----------     -----------   -----------     ----------- 
$ 5,126,183     $ 5,751,174   $25,987,094     $16,957,393   $   408,611     $   368,360   $21,936,050     $15,062,273 
===========     ===========   ===========     ===========   ===========     ===========   ===========     =========== 

 See Notes to Financial Statements

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1. BUSINESS                                                                     

On July 1, 2005, MetLife, Inc., a Delaware corporation ("MetLife"), acquired all
of the outstanding shares of capital stock of certain indirect subsidiaries held
by Citigroup Inc.  ("Citigroup")  including The Travelers Insurance Company, The
Travelers Life and Annuity Company,  certain other domestic insurance  companies
of  Citigroup  and  substantially  all of  Citigroup's  international  insurance
businesses.                                                                     

Effective July 1, 2005, a  reorganization  of mutual funds within two trusts was
implemented.  As part of the acquisition,  MetLife acquired The Travelers Series
Trust while Citigroup  retained the Travelers  Series Fund, Inc. The AIM Capital
Appreciation  Portfolio,  MFS Total Return  Portfolio,  Pioneer Strategic Income
Portfolio,  Salomon  Brothers  Strategic Total Return Bond Portfolio,  Strategic
Equity  Portfolio,  Travelers Managed Income Portfolio and Van Kampen Enterprise
Portfolio  were moved from the  Travelers  Series  Fund,  Inc. to The  Travelers
Series Trust. Additionally,  the Social Awareness Stock Portfolio was moved from
The Travelers Series Trust to the Travelers Series Fund, Inc.                   

The Travelers Fund ABD for Variable Annuities ("Fund ABD") is a separate account
of The Travelers Insurance Company ("The Company"), a wholly owned subsidiary of
MetLife,  and is available for funding certain variable annuity contracts issued
by The Company.  Fund ABD,  established on October 17, 1995, is registered under
the Investment Company Act of 1940, as amended,  as a unit investment trust. The
products  supported by Fund ABD are  Travelers  Life & Annuity  Access  Annuity,
Travelers Life & Annuity Access Select Annuity,  Travelers  Portfolio  Architect
Annuity,   Travelers  Portfolio  Architect  Select  Annuity,  Travelers  Premier
Advisers  Annuity,  Travelers  Premier  Advisers II Annuity and Travelers Life &
Annuity Premier Advisers III.                                                   

Participant  purchase  payments  applied to Fund ABD are invested in one or more
sub-accounts  in accordance with the selection made by the contract owner. As of
December 31, 2005, the investments comprising Fund ABD were:                    

   Capital Appreciation Fund, Massachusetts business trust, Affiliate of The
Company                                                           
High Yield Bond Trust, Massachusetts business trust, Affiliate of The 
Company                                                           
Managed Assets Trust, Massachusetts business trust, Affiliate of The  
Company                                                           
Money Market Portfolio, Massachusetts business trust, Affiliate of The
Company                                                           
AIM Variable Insurance Funds, Delaware business trust                 
AIM V.I. Premier Equity Fund - Series I                       
 AllianceBernstein Variable Product Series Fund, Inc., Maryland business
trust                                                             
  AllianceBernstein Large-Cap Growth Portfolio - Class B (Formerly
AllianceBernstein Premier Growth Portfolio - Class B)     
American Funds Insurance Series, Massachusetts business trust         
Global Growth Fund - Class 2 Shares                           
Growth Fund - Class 2 Shares                                  
Growth-Income Fund - Class 2 Shares                           
Credit Suisse Trust, Massachusetts business trust                     
Credit Suisse Trust Emerging Markets Portfolio                
Delaware VIP Trust, Maryland business trust                           
Delaware VIP REIT Series - Standard Class                     
Dreyfus Variable Investment Fund, Maryland business trust             
Dreyfus VIF - Appreciation Portfolio - Initial Shares         
Dreyfus VIF - Developing Leaders Portfolio - Initial Shares   
FAM Variable Series Funds, Inc., Maryland business trust              
         Mercury Global Allocation V.I. Fund - Class III (Formerly Merrill Lynch
Global Allocation V.I. Fund - Class III)                  
     Mercury Value Opportunities V.I. Fund - Class III (Formerly Merrill
Lynch Value Opportunities V.I. Fund - Class III)          
Franklin Templeton Variable Insurance Products Trust, Massachusetts   
business trust                                                    
Mutual Shares Securities Fund - Class 2 Shares                
Templeton Developing Markets Securities Fund - Class 2 Shares 
Templeton Foreign Securities Fund - Class 2 Shares            
Templeton Growth Securities Fund - Class 2 Shares             
  Greenwich Street Series Fund, Massachusetts business trust, Affiliate of
The Company                                                       
Appreciation Portfolio                                        
Diversified Strategic Income Portfolio                        
Equity Index Portfolio - Class II Shares                      
Fundamental Value Portfolio                                   

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1. BUSINESS (CONTINUED)                                                         

Greenwich Street Series Fund, Massachusetts business trust, Affiliate 
of The Company (continued)                                        
   Salomon Brothers Variable Aggressive Growth Fund - Class I Shares
 Salomon Brothers Variable Growth & Income Fund - Class I Shares
Janus Aspen Series, Delaware business trust                           
Balanced Portfolio - Service Shares                           
 Forty Portfolio - Service Shares (Formerly Capital Appreciation
Portfolio - Service Shares)                               
Global Life Sciences Portfolio - Service Shares               
Global Technology Portfolio - Service Shares                  
Mid Cap Value Portfolio - Service Shares                      
Worldwide Growth Portfolio - Service Shares                   
Lazard Retirement Series, Inc., Massachusetts business trust          
Lazard Retirement Small Cap Portfolio                         
Lord Abbett Series Fund, Inc., Maryland business trust                
Growth and Income Portfolio                                   
Mid-Cap Value Portfolio                                       
 Morgan Stanley Variable Investment Series, Massachusetts business trust
Dividend Growth Portfolio                                     
Equity Portfolio                                              
S&P 500 Index Portfolio                                       
Oppenheimer Variable Account Funds, Massachusetts business trust      
Oppenheimer Main Street Fund/VA - Service Shares              
PIMCO Variable Insurance Trust, Massachusetts business trust          
Real Return Portfolio - Administrative Class                  
Total Return Portfolio - Administrative Class                 
Putnam Variable Trust, Massachusetts business trust                   
Putnam VT Discovery Growth Fund - Class IB Shares             
Putnam VT International Equity Fund - Class IB Shares         
Putnam VT Small Cap Value Fund - Class IB Shares              
Salomon Brothers Variable Series Funds Inc., Maryland business trust  
All Cap Fund - Class I                                        
High Yield Bond Fund - Class I                                
Investors Fund - Class I                                      
Large Cap Growth Fund - Class I                               
Small Cap Growth Fund - Class I                               
Strategic Bond Fund - Class I                                 
Scudder Variable Series I, Massachusetts business trust               
Growth and Income Portfolio - Class B                         
Scudder Variable Series II, Massachusetts business trust              
Scudder International Select Equity Portfolio - Class B       
    The Travelers Series Trust, Massachusetts business trust, Affiliate of The
Company                                                           
AIM Capital Appreciation Portfolio                            
Convertible Securities Portfolio                              
Disciplined Mid Cap Stock Portfolio                           
Equity Income Portfolio                                       
Federated High Yield Portfolio                                
Federated Stock Portfolio                                     
Large Cap Portfolio                                           
Managed Allocation Series: Aggressive Portfolio *             
Managed Allocation Series: Conservative Portfolio *           
Managed Allocation Series: Moderate Portfolio *               
Managed Allocation Series: Moderate-Aggressive Portfolio *    
Managed Allocation Series: Moderate-Conservative Portfolio *  
         Mercury Large Cap Core Portfolio (Formerly Merrill Lynch Large Cap Core
Portfolio)                                                

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1. BUSINESS (CONTINUED)                                                         

The Travelers Series Trust, Massachusetts business trust, Affiliate of
The Company (continued)                                           
MFS Mid Cap Growth Portfolio                                  
MFS Total Return Portfolio                                    
MFS Value Portfolio                                           
       Mondrian International Stock Portfolio (Formerly Lazard International
Stock Portfolio)                                          
Pioneer Fund Portfolio                                        
Pioneer Strategic Income Portfolio                            
Strategic Equity Portfolio                                    
Style Focus Series: Small Cap Value Portfolio                 
Travelers Quality Bond Portfolio                              
U.S. Government Securities Portfolio                          
The Universal Institutional Funds, Inc., Maryland business trust      
Core Plus Fixed Income Portfolio - Class II                   
Emerging Markets Equity Portfolio - Class I                   
Equity and Income Portfolio - Class II                        
Equity Growth Portfolio - Class I                             
Global Franchise Portfolio - Class II                         
Global Value Equity Portfolio - Class I                       
Mid Cap Growth Portfolio - Class I                            
Small Company Growth Portfolio - Class II                     
Technology Portfolio - Class I                                
U.S. Mid Cap Value Portfolio - Class I                        
U.S. Real Estate Portfolio - Class I                          
Value Portfolio - Class I                                     
Travelers Series Fund Inc., Maryland business trust                   
SB Adjustable Rate Income Portfolio - Class I Shares          
Smith Barney Aggressive Growth Portfolio                      
Smith Barney Large Capitalization Growth Portfolio            
Social Awareness Stock Portfolio*                             
Van Kampen Life Investment Trust, Delaware business trust             
Comstock Portfolio - Class I Shares                           
Comstock Portfolio - Class II Shares                          
Emerging Growth Portfolio - Class I Shares                    
Emerging Growth Portfolio - Class II Shares                   
Enterprise Portfolio - Class I Shares                         
Enterprise Portfolio - Class II Shares                        
Government Portfolio - Class I Shares                         
Government Portfolio - Class II Shares                        
Growth and Income Portfolio - Class I Shares                  
Growth and Income Portfolio - Class II Shares                 
Money Market Portfolio - Class I Shares                       
Money Market Portfolio - Class II Shares                      
Variable Insurance Products Fund, Massachusetts business trust        
Contrafund(R) Portfolio - Service Class 2                     
Dynamic Capital Appreciation Portfolio - Service Class 2      
Mid Cap Portfolio - Service Class 2                           

* No assets for the period                                            

New Funds in 2005 included above:                                     

                                                        [Enlarge/Download Table]
                                                                                              
Managed Allocation Series: Aggressive Portfolio           The Travelers Series Trust  5/2/2005
Managed Allocation Series: Conservative Portfolio         The Travelers Series Trust  5/2/2005
Managed Allocation Series: Moderate Portfolio             The Travelers Series Trust  5/2/2005
Managed Allocation Series: Moderate-Aggressive Portfolio  The Travelers Series Trust  5/2/2005

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1. BUSINESS (CONTINUED)                                                         

                                                        [Enlarge/Download Table]
                                                                                                
New Funds in 2005 included above (continued):                                                   

Managed Allocation Series: Moderate-Conservative Portfolio  The Travelers Series Trust  5/2/2005
Style Focus Series: Small Cap Value Portfolio               The Travelers Series Trust  5/2/2005

Not all funds may be available in all states or to all contract owners.         

This report is prepared for the general  information  of contract  owners and is
not an offer of units of The Travelers Fund ABD for Variable Annuities or shares
of Fund ABD's  underlying  funds.  It should not be used in connection  with any
offer except in  conjunction  with the Prospectus for The Travelers Fund ABD for
Variable Annuities product(s) offered by The Company and the Prospectuses of the
underlying  funds,  which  collectively   contain  all  pertinent   information,
including additional information on charges and expenses.                       

2. SIGNIFICANT ACCOUNTING POLICIES                                              

The  following  is a summary of  significant  accounting  policies  consistently
followed by Fund ABD in the preparation of its financial statements.            

Investments are valued daily at the net asset values per share of the underlying
funds.  Short-term investments are reported at fair value based on quoted market
prices.  Short-term  investments,  for which there is no reliable  quoted market
price, are recorded at amortized cost which approximates fair value.            

Security  transactions  are  accounted for on the trade date and held at average
cost. Income from dividends and realized gain (loss)  distributions are recorded
on the ex-distribution date.                                                    

Included  in "other  receipts/(payments)"  in the  Statement  of  Changes in Net
Assets are primarily  contract  benefits which have been  re-deposited  with The
Company and distributions for payouts.                                          

The  operations  of Fund ABD form a part of the total  operations of The Company
and are not taxed  separately.  The Company is taxed as a life insurance company
under the Internal Revenue Code of 1986, as amended (the "Code"). Under existing
federal  income tax law, no taxes are payable on the earnings of Fund ABD.  Fund
ABD is not taxed as a "regulated  investment  company" under Subchapter M of the
Code.                                                                           

In 2001, Fund ABD adopted the financial highlights disclosure recommended by the
American  Institute of Certified Public  Accountants Audit Guide ("AICPA Guide")
for Investment Companies. The AICPA Guide allows for the prospective application
of this  disclosure,  which will  ultimately  display a five year period.  It is
comprised of the units, unit values, investment income ratio, expense ratios and
total  returns for each  sub-account.  Since each  sub-account  offers  multiple
contract  charges,  certain  information is provided in the form of a range. The
range  information may reflect varying time periods if assets did not exist with
all contract charge options of the sub-account for the entire year.             

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

3. CONTRACT CHARGES                                                             

The asset-based charges listed below are deducted, as appropriate, each business
day and are assessed  through the calculation of  accumulation  and annuity unit
values:                                                                         

-     Mortality and Expense Risks assumed by The Company (M&E)      
-     Administrative fees paid for administrative expenses (ADM)    
      -     Enhanced  Stepped-up  Provision,  if elected by the  contract  owner
(ESP)                                                   
      -     Guaranteed  Minimum Withdrawal  Benefit,  if elected by the contract
owner (GMWB)                                            
      -     Guaranteed Minimum Accumulation  Benefit, if elected by the contract
owner (GMAB)                                            

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3. CONTRACT CHARGES (CONTINUED)                                                 

The table below displays separate account charges with their associated products
offered in this Separate Account for each funding option:                       

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT                ABD                                                                                                 
------------------------------------------------------------------------------------------------------------------------------------
                                                                           Asset-based Charges                                      
                                                             -----------------------------------------------------------------------
                                                                                     Optional Features                              
                                                                                 ------------------------------------------         
                                                                                                                              Total 
 Separate Account Charge (1)    Product                      M&E (2)     ADM       ESP    GMWB I   GMWB II   GMWB III  GMAB   Charge
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Separate Account Charge 1.40%   Access                        1.25%     0.15%                                                  1.40%
                                Access Select                 1.25%     0.15%                                                  1.40%
                                Portfolio Architect           1.25%     0.15%                                                  1.40%
                                Portfolio Architect Select    1.25%     0.15%                                                  1.40%
                                Premier Advisers              1.25%     0.15%                                                  1.40%

Separate Account Charge 1.50%   Premier Advisers II           1.35%     0.15%                                                  1.50%

Separate Account Charge 1.55%   Premier Advisers III          1.40%     0.15%                                                  1.55%

Separate Account Charge 1.60%   Portfolio Architect           1.25%     0.15%     0.20%                                        1.60%
                                Portfolio Architect Select    1.25%     0.15%     0.20%                                        1.60%
                                Premier Advisers              1.25%     0.15%     0.20%                                        1.60%
                                Premier Advisers III          1.45%     0.15%                                                  1.60%

Separate Account Charge 1.65%   Portfolio Architect           1.25%     0.15%                                 0.25%            1.65%

Separate Account Charge 1.70%   Premier Advisers II           1.35%     0.15%     0.20%                                        1.70%
                                Premier Advisers III          1.40%     0.15%     0.15%                                        1.70%

Separate Account Charge 1.75%   Premier Advisers II           1.35%     0.15%                                 0.25%            1.75%
                                Premier Advisers III          1.45%     0.15%     0.15%                                        1.75%

Separate Account Charge 1.80%   Portfolio Architect           1.25%     0.15%              0.40%                               1.80%
                                Premier Advisers III          1.40%     0.15%                                 0.25%            1.80%

Separate Account Charge 1.85%   Portfolio Architect           1.25%     0.15%     0.20%                       0.25%            1.85%
                                Premier Advisers III          1.45%     0.15%                                 0.25%            1.85%

Separate Account Charge 1.90%   Premier Advisers II           1.35%     0.15%              0.40%                               1.90%
                                Portfolio Architect           1.25%     0.15%                       0.50%                      1.90%

Separate Account Charge 1.95%   Premier Advisers II           1.35%     0.15%     0.20%                       0.25%            1.95%
                                Premier Advisers III          1.40%     0.15%              0.40%                               1.95%
                                Premier Advisers III          1.40%     0.15%     0.15%                       0.25%            1.95%

Separate Account Charge 2.00%   Portfolio Architect           1.25%     0.15%     0.20%    0.40%                               2.00%
                                Premier Advisers II           1.35%     0.15%                       0.50%                      2.00%
                                Premier Advisers III          1.45%     0.15%              0.40%                               2.00%
                                Premier Advisers III          1.45%     0.15%     0.15%                       0.25%            2.00%

Separate Account Charge 2.05%   Premier Advisers III          1.40%     0.15%                                          0.50%   2.05%
                                Premier Advisers III          1.40%     0.15%                       0.50%                      2.05%

Separate Account Charge 2.10%   Portfolio Architect           1.25%     0.15%     0.20%             0.50%                      2.10%
                                Premier Advisers II           1.35%     0.15%     0.20%    0.40%                               2.10%
                                Premier Advisers III          1.40%     0.15%     0.15%    0.40%                               2.10%
                                Premier Advisers III          1.45%     0.15%                                          0.50%   2.10%
                                Premier Advisers III          1.45%     0.15%                       0.50%                      2.10%

Separate Account Charge 2.15%   Premier Advisers III          1.45%     0.15%     0.15%    0.40%                               2.15%

Separate Account Charge 2.20%   Premier Advisers II           1.35%     0.15%     0.20%             0.50%                      2.20%
                                Premier Advisers III          1.40%     0.15%     0.15%                                0.50%   2.20%
                                Premier Advisers III          1.40%     0.15%     0.15%             0.50%                      2.20%
------------------------------------------------------------------------------------------------------------------------------------

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3.  CONTRACT CHARGES (CONTINUED)                                                

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT                ABD                                                                                                 
------------------------------------------------------------------------------------------------------------------------------------
                                                                           Asset-based Charges                                      
                                                             -----------------------------------------------------------------------
                                                                                     Optional Features                              
                                                                                 ------------------------------------------         
                                                                                                                              Total 
 Separate Account Charge (1)    Product                      M&E (2)     ADM       ESP    GMWB I   GMWB II   GMWB III  GMAB   Charge
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Separate Account Charge 2.25%   Premier Advisers III          1.45%     0.15%     0.15%                                0.50%   2.25%
                                Premier Advisers III          1.45%     0.15%     0.15%             0.50%                      2.25%
------------------------------------------------------------------------------------------------------------------------------------

(1) Certain  accumulation  and annuity unit values may not be available  through
certain sub-accounts.                                                           
(2) From January 1, 2005 to July 10, 2005,  the M&E charge for Premier  Advisers
III was 1.45%. On July 11, 2005, the M&E charge was reduced to 1.40%.           

For contracts in the accumulation phase with a contract value less than $40,000,
an annual charge of $30 (prorated for partial  periods) is assessed  through the
redemption of units and paid to The Company to cover administrative charges.    

No sales charges are deducted from participant  Purchase  Payments when they are
received.  However,  a  withdrawal  charge  will  apply,  assessed  through  the
redemption of units, if Purchase Payments are withdrawn as noted directly below:

--------------------------------------------------------------------------------
Product                         Withdrawal charge (as a percentage of the amount
withdrawn)      
--------------------------------------------------------------------------------
Access                          N/A                                             
Access Select                   N/A                                             
                        Up to 6% decreasing to 0% in years 8 and
Portfolio Architect             later                                           
Portfolio Architect             Up to 6% decreasing to 0% in years 8            
Select                          and later                                       
                    Up to 6% decreasing to 0% in years 8
Premier Advisers                and later                                       
                    Up to 6% decreasing to 0% in years 8
Premier Advisers II             and later                                       
                    Up to 6% decreasing to 0% in years 8
Premier Advisers III            and later                                       
--------------------------------------------------------------------------------

For a full  explanation of product charges and associated  product  features and
benefits, please refer to your product prospectus.                              

4. PORTFOLIO MERGERS, SUBSTITUTIONS, AND/OR LIQUIDATIONS                        

Effective  February 25, 2005, The Travelers  Series Trust:  MFS Emerging  Growth
Portfolio  was  merged  into The  Travelers  Series  Trust:  MFS Mid Cap  Growth
Portfolio.                                                                      

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                                                        [Enlarge/Download Table]

5. STATEMENT OF INVESTMENTS                                                        FOR THE YEAR ENDED DECEMBER 31, 2005         
                                                                    ------------------------------------------------------------

INVESTMENTS                                                            NO. OF          MARKET          COST OF        PROCEEDS  
                                                                       SHARES           VALUE         PURCHASES      FROM SALES 
                                                                    ------------    ------------    ------------    ------------
                                                                                                                                
CAPITAL APPRECIATION FUND (5.6%)                                                                                                
    Total (Cost $46,436,039)                                             571,752    $ 44,756,726    $    637,509    $  7,025,730
                                                                    ------------    ------------    ------------    ------------

HIGH YIELD BOND TRUST (0.0%)                                                                                                    
    Total (Cost $89,436)                                                   9,140          91,769          90,124           1,764
                                                                    ------------    ------------    ------------    ------------

MANAGED ASSETS TRUST (0.0%)                                                                                                     
    Total (Cost $178,671)                                                 11,082         190,611          10,397          80,610
                                                                    ------------    ------------    ------------    ------------

MONEY MARKET PORTFOLIO (2.3%)                                                                                                   
    Total (Cost $18,027,966)                                          18,027,966      18,027,966       8,089,673      12,935,360
                                                                    ------------    ------------    ------------    ------------

AIM VARIABLE INSURANCE FUNDS (0.5%)                                                                                             
  AIM V.I. Premier Equity Fund - Series I                                                                                       
    Total (Cost $3,910,568)                                              169,396       3,780,911          49,336         594,387
                                                                    ------------    ------------    ------------    ------------

ALLIANCEBERNSTEIN VARIABLE PRODUCT SERIES FUND, INC. (1.0%)                                                                     
  AllianceBernstein Large-Cap Growth Portfolio - Class B                                                                        
    Total (Cost $8,579,847)                                              299,812       7,957,001          90,665       1,323,994
                                                                    ------------    ------------    ------------    ------------

AMERICAN FUNDS INSURANCE SERIES (0.3%)                                                                                          
  Global Growth Fund - Class 2 Shares (Cost $105,505)                      5,809         113,396         180,589          87,827
  Growth Fund - Class 2 Shares (Cost $616,765)                            11,696         689,803         617,475          36,451
  Growth-Income Fund - Class 2 Shares (Cost $1,183,458)                   34,803       1,326,689         407,872         214,071
                                                                    ------------    ------------    ------------    ------------
    Total (Cost $1,905,728)                                               52,308       2,129,888       1,205,936         338,349
                                                                    ------------    ------------    ------------    ------------

CREDIT SUISSE TRUST (0.4%)                                                                                                      
  Credit Suisse Trust Emerging Markets Portfolio                                                                                
    Total (Cost $1,971,805)                                              180,528       3,036,486       1,047,318         944,063
                                                                    ------------    ------------    ------------    ------------

DELAWARE VIP TRUST (1.2%)                                                                                                       
  Delaware VIP REIT Series - Standard Class                                                                                     
    Total (Cost $6,888,691)                                              508,443       9,543,481       1,569,287       2,387,477
                                                                    ------------    ------------    ------------    ------------

DREYFUS VARIABLE INVESTMENT FUND (3.0%)                                                                                         
  Dreyfus VIF - Appreciation Portfolio - Initial Shares                                                                         
    (Cost $8,658,740)                                                    236,104       8,761,815         257,100       1,852,537
  Dreyfus VIF - Developing Leaders Portfolio - Initial Shares                                                                   
    (Cost $13,441,585)                                                   332,687      14,624,911         485,719       2,426,771
                                                                    ------------    ------------    ------------    ------------
    Total (Cost $22,100,325)                                             568,791      23,386,726         742,819       4,279,308
                                                                    ------------    ------------    ------------    ------------

FAM VARIABLE SERIES FUNDS, INC. (0.0%)                                                                                          
  Mercury Global Allocation V.I. Fund - Class III (Cost $67,129)           5,810          72,335          67,878           1,836
  Mercury Value Opportunities V.I. Fund - Class III (Cost $16,447)         2,076          12,392          16,565           1,210
                                                                    ------------    ------------    ------------    ------------
    Total (Cost $83,576)                                                   7,886          84,727          84,443           3,046
                                                                    ------------    ------------    ------------    ------------

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST (0.3%)                                                                     
  Mutual Shares Securities Fund - Class 2 Shares (Cost $483,138)          30,971         562,740         176,396         101,197
  Templeton Developing Markets Securities Fund - Class 2 Shares                                                                 
    (Cost $891,709)                                                       91,164         993,690       1,001,068         197,978
  Templeton Foreign Securities Fund - Class 2 Shares                                                                            
    (Cost $276,499)                                                       19,182         299,626         432,481         187,048
  Templeton Growth Securities Fund - Class 2 Shares                                                                             
    (Cost $718,767)                                                       60,017         828,841         504,960         154,079
                                                                    ------------    ------------    ------------    ------------
    Total (Cost $2,370,113)                                              201,334       2,684,897       2,114,905         640,302
                                                                    ------------    ------------    ------------    ------------

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5. STATEMENT OF INVESTMENTS (CONTINUED)                                             FOR THE YEAR ENDED DECEMBER 31, 2005         
                                                                     ------------------------------------------------------------

INVESTMENTS                                                              NO. OF          MARKET         COST OF        PROCEEDS  
                                                                         SHARES           VALUE        PURCHASES      FROM SALES 
                                                                     ------------    ------------    ------------    ------------
                                                                                                                                 
GREENWICH STREET SERIES FUND (10.4%)                                                                                             
  Appreciation Portfolio (Cost $18,890,819)                               901,057    $ 21,832,611    $    789,735    $  2,460,595
  Diversified Strategic Income Portfolio (Cost $10,424,424)             1,065,892       9,603,683         807,193       2,098,991
  Equity Index Portfolio - Class II Shares (Cost $12,476,270)             444,090      13,500,340         520,223       2,001,203
  Fundamental Value Portfolio (Cost $32,170,921)                        1,696,376      34,996,233       2,825,085       4,156,328
  Salomon Brothers Variable Aggressive Growth Fund - Class I Shares                                                              
    (Cost $2,229,881)                                                     111,367       2,598,196         865,685          77,771
  Salomon Brothers Variable Growth & Income Fund - Class I Shares                                                                
    (Cost $45,960)                                                         10,074          51,073          22,593           8,560
                                                                     ------------    ------------    ------------    ------------
    Total (Cost $76,238,275)                                            4,228,856      82,582,136       5,830,514      10,803,448
                                                                     ------------    ------------    ------------    ------------

JANUS ASPEN SERIES (3.6%)                                                                                                        
  Balanced Portfolio - Service Shares (Cost $11,586,470)                  488,872      13,013,770         646,806       2,156,068
  Forty Portfolio - Service Shares (Cost $970,841)                         44,933       1,233,411         319,224         118,875
  Global Life Sciences Portfolio - Service Shares (Cost $2,488,905)       360,104       3,183,315         234,488         573,029
  Global Technology Portfolio - Service Shares (Cost $3,067,715)          767,300       3,038,508         265,192       1,082,806
  Mid Cap Value Portfolio - Service Shares (Cost $605,694)                 50,801         775,229         171,459         127,000
  Worldwide Growth Portfolio - Service Shares (Cost $6,115,559)           253,918       7,048,759         415,967       1,389,092
                                                                     ------------    ------------    ------------    ------------
    Total (Cost $24,835,184)                                            1,965,928      28,292,992       2,053,136       5,446,870
                                                                     ------------    ------------    ------------    ------------

LAZARD RETIREMENT SERIES, INC. (0.0%)                                                                                            
  Lazard Retirement Small Cap Portfolio                                                                                          
    Total (Cost $102,564)                                                   6,386         104,152         107,702          54,327
                                                                     ------------    ------------    ------------    ------------

LORD ABBETT SERIES FUND, INC. (0.1%)                                                                                             
  Growth and Income Portfolio (Cost $308,715)                              12,293         321,582         135,658          87,447
  Mid-Cap Value Portfolio (Cost $296,815)                                  14,546         306,784         274,823         118,702
                                                                     ------------    ------------    ------------    ------------
    Total (Cost $605,530)                                                  26,839         628,366         410,481         206,149
                                                                     ------------    ------------    ------------    ------------

MORGAN STANLEY VARIABLE INVESTMENT SERIES (0.3%)                                                                                 
  Dividend Growth Portfolio (Cost $594,974)                                42,419         639,260         273,912          14,908
  Equity Portfolio (Cost $176,714)                                          8,139         230,591          33,533          13,856
  S&P 500 Index Portfolio (Cost $1,085,325)                               103,900       1,182,380         764,601         845,452
                                                                     ------------    ------------    ------------    ------------
    Total (Cost $1,857,013)                                               154,458       2,052,231       1,072,046         874,216
                                                                     ------------    ------------    ------------    ------------

OPPENHEIMER VARIABLE ACCOUNT FUNDS (0.0%)                                                                                        
  Oppenheimer Main Street Fund/VA - Service Shares                                                                               
    Total (Cost $49,448)                                                    2,459          53,192          18,849           2,705
                                                                     ------------    ------------    ------------    ------------

PIMCO VARIABLE INSURANCE TRUST (2.7%)                                                                                            
  Real Return Portfolio - Administrative Class (Cost $607,283)             47,579         603,782         291,461         307,268
  Total Return Portfolio - Administrative Class (Cost $20,678,786)      2,026,119      20,747,455       2,400,624       3,812,642
                                                                     ------------    ------------    ------------    ------------
    Total (Cost $21,286,069)                                            2,073,698      21,351,237       2,692,085       4,119,910
                                                                     ------------    ------------    ------------    ------------

PUTNAM VARIABLE TRUST (0.6%)                                                                                                     
  Putnam VT Discovery Growth Fund - Class IB Shares (Cost $182,637)        41,769         222,631          46,744          76,627
  Putnam VT International Equity Fund - Class IB Shares                                                                          
    (Cost $1,801,270)                                                     147,022       2,390,571         693,569         624,475
  Putnam VT Small Cap Value Fund - Class IB Shares                                                                               
    (Cost $1,789,037)                                                     108,014       2,476,758         495,614         674,894
                                                                     ------------    ------------    ------------    ------------
    Total (Cost $3,772,944)                                               296,805       5,089,960       1,235,927       1,375,996
                                                                     ------------    ------------    ------------    ------------

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5. STATEMENT OF INVESTMENTS (CONTINUED)                                        FOR THE YEAR ENDED DECEMBER 31, 2005          
                                                                 ------------------------------------------------------------

INVESTMENTS                                                          NO. OF          MARKET         COST OF        PROCEEDS  
                                                                     SHARES           VALUE        PURCHASES      FROM SALES 
                                                                 ------------    ------------    ------------    ------------
                                                                                                                             
SALOMON BROTHERS VARIABLE SERIES FUNDS INC. (7.7%)                                                                           
  All Cap Fund - Class I (Cost $16,709,079)                         1,194,111    $ 20,717,828    $    793,487    $  2,546,542
  High Yield Bond Fund - Class I (Cost $3,679,620)                    385,551       3,655,023       1,220,914         284,707
  Investors Fund - Class I (Cost $18,836,017)                       1,532,048      22,275,971         520,355       3,479,455
  Large Cap Growth Fund - Class I (Cost $1,231,436)                   109,877       1,353,687         448,550         254,815
  Small Cap Growth Fund - Class I (Cost $4,470,171)                   369,647       5,041,983       1,323,261       1,419,800
  Strategic Bond Fund - Class I (Cost $8,496,488)                     788,283       8,127,193       2,466,837         852,142
                                                                 ------------    ------------    ------------    ------------
    Total (Cost $53,422,811)                                        4,379,517      61,171,685       6,773,404       8,837,461
                                                                 ------------    ------------    ------------    ------------

SCUDDER VARIABLE SERIES I (0.1%)                                                                                             
  Growth and Income Portfolio - Class B                                                                                      
    Total (Cost $574,343)                                              66,321         641,987         205,300          20,534
                                                                 ------------    ------------    ------------    ------------

SCUDDER VARIABLE SERIES II (0.4%)                                                                                            
  Scudder International Select Equity Portfolio - Class B                                                                    
    Total (Cost $2,885,707)                                           259,098       3,422,686       1,416,345          26,459
                                                                 ------------    ------------    ------------    ------------

THE TRAVELERS SERIES TRUST (35.6%)                                                                                           
  AIM Capital Appreciation Portfolio (Cost $3,149,655)                266,376       3,092,626         281,144         652,903
  Convertible Securities Portfolio (Cost $12,845,079)               1,129,683      13,386,742         685,636       2,515,457
  Disciplined Mid Cap Stock Portfolio (Cost $8,264,355)               516,336      11,338,747         469,849       1,821,863
  Equity Income Portfolio (Cost $35,239,599)                        2,305,817      40,766,837       1,996,396       6,991,676
  Federated High Yield Portfolio (Cost $13,366,054)                 1,460,640      12,912,057         483,896       2,631,084
  Federated Stock Portfolio (Cost $6,572,610)                         431,867       7,531,755         125,474       1,866,820
  Large Cap Portfolio (Cost $28,349,272)                            1,676,018      25,374,911         665,984       4,708,904
  Mercury Large Cap Core Portfolio (Cost $2,034,423)                  186,807       1,894,224         134,029         582,618
  MFS Emerging Growth Portfolio (Cost $0)                                  --              --          19,197      14,423,552
  MFS Mid Cap Growth Portfolio (Cost $31,042,251)                   3,151,043      25,491,941      14,029,114       4,593,336
  MFS Total Return Portfolio (Cost $65,707,920)                     4,019,979      66,088,447       6,490,095      10,961,232
  MFS Value Portfolio (Cost $122,770)                                   9,816         122,106         115,507          45,902
  Mondrian International Stock Portfolio (Cost $9,858,423)          1,097,357      13,716,962       1,036,987       2,015,025
  Pioneer Fund Portfolio (Cost $24,608)                                 2,133          27,194          16,050           3,516
  Pioneer Strategic Income Portfolio (Cost $2,778,946)                277,515       2,589,217         559,630         738,853
  Strategic Equity Portfolio (Cost $33,077,293)                     1,304,029      23,198,675         259,340       5,282,476
  Style Focus Series: Small Cap Value Portfolio (Cost $99,694)          9,062         101,408         100,124             440
  Travelers Quality Bond Portfolio (Cost $34,196,782)               3,026,450      33,926,505         892,703      11,039,799
  U.S. Government Securities Portfolio (Cost $111,883)                  8,467         112,529         113,744          13,474
                                                                 ------------    ------------    ------------    ------------
    Total (Cost $286,841,617)                                      20,879,395     281,672,883      28,474,899      70,888,930
                                                                 ------------    ------------    ------------    ------------

THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (5.5%)                                                                               
  Core Plus Fixed Income Portfolio - Class II (Cost $4,398,944)       384,161       4,402,481       2,203,204          64,636
  Emerging Markets Equity Portfolio - Class I (Cost $2,017,120)       208,601       3,072,692         670,238         265,141
  Equity and Income Portfolio - Class II (Cost $4,476,134)            366,034       5,011,001       1,636,806         169,980
  Equity Growth Portfolio - Class I (Cost $1,897,510)                 141,127       2,234,041         270,983         235,943
  Global Franchise Portfolio - Class II (Cost $6,992,861)             517,879       7,985,694       3,606,745         302,168
  Global Value Equity Portfolio - Class I (Cost $3,827,680)           299,460       4,452,970       1,077,555         364,936
  Mid Cap Growth Portfolio - Class I (Cost $1,894,002)                209,783       2,555,161         468,510         253,683
  Small Company Growth Portfolio - Class II (Cost $1,322,788)          88,705       1,539,913         756,405          94,674
  Technology Portfolio - Class I (Cost $393,763)                       72,384         259,134             563          92,433
  U.S. Mid Cap Value Portfolio - Class I (Cost $3,225,250)            227,515       4,265,900         469,573         476,672
  U.S. Real Estate Portfolio - Class I (Cost $3,268,006)              205,446       4,741,700       1,030,784         562,525
  Value Portfolio - Class I (Cost $2,767,242)                         213,991       3,100,735         789,766         500,558
                                                                 ------------    ------------    ------------    ------------
    Total (Cost $36,481,300)                                        2,935,086      43,621,422      12,981,132       3,383,349
                                                                 ------------    ------------    ------------    ------------

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5. STATEMENT OF INVESTMENTS (CONTINUED)                                          FOR THE YEAR ENDED DECEMBER 31, 2005          
                                                                   ------------------------------------------------------------

INVESTMENTS                                                           NO. OF          MARKET          COST OF        PROCEEDS  
                                                                      SHARES           VALUE         PURCHASES      FROM SALES 
                                                                   ------------    ------------    ------------    ------------
                                                                                                                               
TRAVELERS SERIES FUND INC. (4.4%)                                                                                              
  SB Adjustable Rate Income Portfolio - Class I Shares                                                                         
    (Cost $203,065)                                                      20,096    $    199,752    $    287,488    $    193,194
  Smith Barney Aggressive Growth Portfolio (Cost $23,158,673)         2,024,086      30,098,157         614,697       3,049,471
  Smith Barney Large Capitalization Growth Portfolio                                                                           
    (Cost $3,672,018)                                                   287,912       4,347,470         551,201         744,414
  Social Awareness Stock Portfolio (Cost $0)                                 --              --              --           3,446
                                                                   ------------    ------------    ------------    ------------
    Total (Cost $27,033,757)                                          2,332,094      34,645,379       1,453,386       3,990,525
                                                                   ------------    ------------    ------------    ------------

VAN KAMPEN LIFE INVESTMENT TRUST (7.9%)                                                                                        
  Comstock Portfolio - Class I Shares (Cost $473,794)                    41,936         574,098         129,538          33,266
  Comstock Portfolio - Class II Shares (Cost $22,866,344)             1,958,012      26,726,860       6,453,180       1,547,391
  Emerging Growth Portfolio - Class I Shares (Cost $1,047,923)           25,570         716,206           1,997         129,400
  Emerging Growth Portfolio - Class II Shares (Cost $4,791,196)         196,315       5,459,516         681,412         504,116
  Enterprise Portfolio - Class I Shares (Cost $834,248)                  38,598         563,524           4,717         212,466
  Enterprise Portfolio - Class II Shares (Cost $1,044,364)               79,567       1,161,671          99,738         268,728
  Government Portfolio - Class I Shares (Cost $1,013,238)               109,909       1,035,338          50,544         248,068
  Government Portfolio - Class II Shares (Cost $6,800,760)              724,201       6,821,971         711,869         778,835
  Growth and Income Portfolio - Class I Shares (Cost $1,155,168)         73,448       1,504,949          82,927         290,831
  Growth and Income Portfolio - Class II Shares (Cost $9,575,240)       580,860      11,884,387       1,965,032         584,729
  Money Market Portfolio - Class I Shares (Cost $1,544,262)           1,544,262       1,544,262          48,047         151,028
  Money Market Portfolio - Class II Shares (Cost $5,126,412)          5,126,412       5,126,412       2,708,325       3,333,087
                                                                   ------------    ------------    ------------    ------------
    Total (Cost $56,272,949)                                         10,499,090      63,119,194      12,937,326       8,081,945
                                                                   ------------    ------------    ------------    ------------

VARIABLE INSURANCE PRODUCTS FUND (6.1%)                                                                                        
  Contrafund(R) Portfolio - Service Class 2 (Cost $19,514,996)          846,797      25,988,208       6,401,555         920,202
  Dynamic Capital Appreciation Portfolio - Service Class 2                                                                     
    (Cost $307,932)                                                      47,626         408,627          27,589          55,263
  Mid Cap Portfolio - Service Class 2 (Cost $14,954,220)                632,737      21,936,999       5,156,104       1,277,415
                                                                   ------------    ------------    ------------    ------------
    Total (Cost $34,777,148)                                          1,527,160      48,333,834      11,585,248       2,252,880
                                                                   ------------    ------------    ------------    ------------

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6. FINANCIAL HIGHLIGHTS                                                         

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                                                                                                 EXPENSE          TOTAL      
                                         YEAR            UNIT VALUE      NET    INVESTMENT(1)    RATIO(2)       RETURN(3)    
                                        ENDED    UNITS    LOWEST TO    ASSETS      INCOME       LOWEST TO       LOWEST TO    
                                        DEC 31  (000S)   HIGHEST ($)   ($000S)    RATIO (%)    HIGHEST (%)     HIGHEST (%)   
                                        ------  ------  -------------  -------  -------------  -----------  -----------------
                                                                                                                             
CAPITAL APPRECIATION FUND                2005   20,593  1.722 - 2.174   44,755           -     1.40 - 2.00      15.88 - 16.57
                                         2004   23,521  1.486 - 1.865   43,860           -     1.40 - 2.00      17.48 - 18.60
                                         2003   26,792  1.270 - 1.583   42,395        0.05     1.40 - 1.80       7.63 - 23.19
                                         2002   30,669  1.280 - 1.285   39,405        1.49     1.40 - 1.60  (26.31) - (26.11)
                                         2001   37,851  1.737 - 1.739   65,838        0.47     1.40 - 1.60  (27.15) - (18.60)

HIGH YIELD BOND TRUST                    2005       86          1.069       92        0.01            1.40             (0.09)
                                         2004        1          1.070        1        6.88            1.40               7.00

MANAGED ASSETS TRUST                     2005      173          1.104      191        0.02            1.40               2.41
                                         2004      237          1.078      256        8.04            1.40               7.80

MONEY MARKET PORTFOLIO                   2005   15,225  0.988 - 1.192   18,058        2.80     1.40 - 2.00        0.92 - 1.45
                                         2004   19,532  0.979 - 1.175   22,894        0.98     1.40 - 2.00    (1.01) - (0.34)
                                         2003   26,074  0.989 - 1.179   30,747        0.79     1.40 - 2.00    (0.70) - (0.60)
                                         2002   37,562          1.187   44,572        1.38            1.40                  -
                                         2001   40,133          1.187   47,635        3.28            1.40               2.33
AIM VARIABLE INSURANCE FUNDS                                                                                                 
  AIM V.I. Premier Equity Fund -                                                                                             
    Series I                             2005    5,434  0.689 - 0.696    3,781        0.81     1.40 - 1.60        3.92 - 4.19
                                         2004    6,218  0.663 - 0.668    4,152        0.44     1.40 - 1.60        4.08 - 4.38
                                         2003    6,962  0.637 - 0.640    4,457        0.30     1.40 - 1.60      23.21 - 23.31
                                         2002    7,493  0.517 - 0.519    3,889        0.33     1.40 - 1.60     (31.26) - 4.44
                                         2001    7,281          0.755    5,495        0.21            1.40            (13.71)
ALLIANCEBERNSTEIN VARIABLE PRODUCT                                                                                           
SERIES FUND, INC.                                                                                                            
  AllianceBernstein Large-Cap Growth                                                                                         
    Portfolio - Class B                  2005   12,328  0.636 - 1.506    7,957           -     1.40 - 2.00      12.56 - 13.23
                                         2004   14,332  0.563 - 1.335    8,163           -     1.40 - 2.00        6.23 - 6.78
                                         2003   16,035  0.528 - 1.255    8,544           -     1.40 - 2.00       6.92 - 21.79
                                         2002   18,895  0.435 - 0.436    8,246           -     1.40 - 1.60  (31.92) - (31.88)
                                         2001   21,281  0.639 - 0.640   13,619           -     1.40 - 1.60   (18.58) - (2.74)
AMERICAN FUNDS INSURANCE SERIES                                                                                              
  Global Growth Fund - Class 2 Shares    2005       70  1.614 - 1.631      113        0.34     1.40 - 1.80       8.32 - 12.48
                                         2004       10          1.450       15        0.35            1.40              11.88
                                         2003       16          1.296       20        0.18            1.40              29.60

  Growth Fund - Class 2 Shares           2005      435  1.570 - 1.587      690        1.07     1.40 - 1.80       7.17 - 14.58
                                         2004       28          1.385       39        0.07            1.40              10.98
                                         2003       79          1.248       98        0.16            1.40              24.80

  Growth-Income Fund - Class 2 Shares    2005      932  1.408 - 1.423    1,327        1.41     1.40 - 1.80        3.91 - 4.33
                                         2004      792  1.355 - 1.364    1,080        0.98     1.40 - 1.80        8.40 - 9.16
                                         2003      353  1.250 - 1.253      443        2.00     1.40 - 1.80      23.89 - 25.30
CREDIT SUISSE TRUST                                                                                                          
  Credit Suisse Trust Emerging Markets                                                                                       
    Portfolio                            2005    2,014          1.507    3,036        0.73            1.40              26.11
                                         2004    1,953  1.186 - 1.195    2,333        0.29     1.40 - 1.60      23.03 - 23.20
                                         2003    2,027  0.964 - 0.970    1,966           -     1.40 - 1.60      40.52 - 40.99
                                         2002    2,661  0.686 - 0.688    1,832        0.15     1.40 - 1.60  (19.86) - (12.80)
                                         2001    2,464          0.789    1,945           -            1.40            (10.95)
DELAWARE VIP TRUST                                                                                                           
  Delaware VIP REIT Series - Standard                                                                                        
    Class                                2005    4,266  1.861 - 2.244    9,543        1.92     1.40 - 1.80        5.26 - 5.70
                                         2004    4,937  1.768 - 2.123   10,457        2.04     1.40 - 1.80      29.05 - 29.53
                                         2003    4,722  1.370 - 1.639    7,721        2.45     1.40 - 1.80      28.76 - 32.18
                                         2002    4,217  1.235 - 1.240    5,228        1.89     1.40 - 1.60        2.83 - 3.08
                                         2001    1,986  1.201 - 1.203    2,389        1.25     1.40 - 1.60       7.31 - 10.28

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6. FINANCIAL HIGHLIGHTS (CONTINUED)                                             

                                                        [Enlarge/Download Table]

                                                                                                  EXPENSE          TOTAL      
                                          YEAR            UNIT VALUE      NET    INVESTMENT(1)    RATIO(2)       RETURN(3)    
                                         ENDED    UNITS    LOWEST TO    ASSETS      INCOME       LOWEST TO       LOWEST TO    
                                         DEC 31  (000S)   HIGHEST ($)   ($000S)    RATIO (%)    HIGHEST (%)     HIGHEST (%)   
                                         ------  ------  -------------  -------  -------------  -----------  -----------------
                                                                                                                              
DREYFUS VARIABLE INVESTMENT FUND                                                                                              
  Dreyfus VIF - Appreciation Portfolio -                                                                                      
    Initial Shares                        2005    7,816  1.110 - 1.318    8,761        0.02     1.40 - 1.80        2.49 - 2.94
                                          2004    9,146  1.081 - 1.286    9,960        1.61     1.40 - 1.80        3.21 - 3.62
                                          2003   10,335  1.045 - 1.246   10,865        1.38     1.40 - 1.80      11.35 - 19.43
                                          2002   10,993  0.876 - 0.880    9,669        1.11     1.40 - 1.60  (18.05) - (17.83)
                                          2001   11,154  1.069 - 1.071   11,947        0.86     1.40 - 1.60   (10.60) - (7.12)
  Dreyfus VIF - Developing Leaders                                                                                            
    Portfolio - Initial Shares            2005   11,249  1.286 - 1.537   14,624           -     1.40 - 2.00        3.73 - 4.34
                                          2004   12,657  1.235 - 1.479   15,777        0.20     1.40 - 2.00        9.11 - 9.80
                                          2003   13,890  1.127 - 1.352   15,766        0.03     1.40 - 2.00      11.75 - 29.93
                                          2002   13,490  0.869 - 0.872   11,769        0.04     1.40 - 1.60  (20.42) - (20.29)
                                          2001   11,596  1.092 - 1.094   12,686        0.48     1.40 - 1.60      (7.45) - 9.53
FAM VARIABLE SERIES FUNDS, INC.                                                                                               
  Mercury Global Allocation V.I. Fund -                                                                                       
    Class III                             2005       55          1.315       72        3.17            1.40               8.68
                                          2004        1          1.210        1        3.34            1.40              12.66
                                          2003        1          1.074        1        2.93            1.40               7.40
  Mercury Value Opportunities V.I. Fund                                                                                       
    - Class III                           2005        9  1.301 - 1.312       12        2.26     1.40 - 1.80        8.61 - 9.05
                                          2004        1          1.208        1           -            1.40              13.11
                                          2003        1          1.068        1        0.14            1.40               6.80
FRANKLIN TEMPLETON VARIABLE INSURANCE                                                                                         
PRODUCTS TRUST                                                                                                                
  Mutual Shares Securities Fund -                                                                                             
    Class 2 Shares                        2005      444  1.253 - 1.523      563        0.93     1.40 - 1.80        4.89 - 8.98
                                          2004      382  1.152 - 1.158      442        0.77     1.40 - 1.60       9.09 - 11.03
                                          2003      322          1.043      336        0.74            1.40              23.43
                                          2002      178          0.845      150        0.51            1.40            (15.50)
  Templeton Developing Markets                                                                                                
    Securities Fund - Class 2 Shares      2005      444          2.238      994        0.71            1.40              25.66
                                          2004       52          1.781       93        1.14            1.40              23.00
                                          2003        1          1.448        1        1.09            1.40              44.80
  Templeton Foreign Securities Fund -                                                                                         
    Class 2 Shares                        2005      239          1.251      300        1.07            1.40               8.59
                                          2004       22          1.152       26        0.29            1.40              15.20
  Templeton Growth Securities Fund -                                                                                          
    Class 2 Shares                        2005      653  1.258 - 1.647      829        1.06     1.40 - 1.80        6.95 - 7.37
                                          2004      353  1.174 - 1.540      417        1.10     1.40 - 1.80      10.86 - 14.34
                                          2003      218          1.032      225        1.61            1.40              30.30
                                          2002      191          0.792      152        0.75            1.40            (20.80)
GREENWICH STREET SERIES FUND                                                                                                  
  Appreciation Portfolio                  2005   14,889          1.466   21,832        0.83            1.40               2.81
                                          2004   15,962          1.426   22,759        1.10            1.40               7.30
                                          2003   16,955          1.329   22,534        0.66            1.40              22.83
                                          2002   16,583          1.082   17,942        1.56            1.40            (18.65)
                                          2001   13,756          1.330   18,302        1.17            1.40             (5.34)

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6. FINANCIAL HIGHLIGHTS (CONTINUED)                                             

                                                        [Enlarge/Download Table]

                                                                                                  EXPENSE          TOTAL      
                                          YEAR            UNIT VALUE      NET    INVESTMENT(1)    RATIO(2)       RETURN(3)    
                                         ENDED    UNITS    LOWEST TO    ASSETS      INCOME       LOWEST TO       LOWEST TO    
                                         DEC 31  (000S)   HIGHEST ($)   ($000S)    RATIO (%)    HIGHEST (%)     HIGHEST (%)   
                                         ------  ------  -------------  -------  -------------  -----------  -----------------
                                                                                                                              
GREENWICH STREET SERIES FUND (CONTINUED)                                                                                      
  Diversified Strategic Income Portfolio  2005    6,961          1.380    9,603        5.23            1.40               1.17
                                          2004    8,191          1.364   11,175        4.48            1.40               5.25
                                          2003   10,456          1.296   13,552        5.83            1.40              10.20
                                          2002   10,925          1.176   12,851        9.00            1.40               3.34
                                          2001   12,785          1.138   14,546        8.91            1.40               1.79

  Equity Index Portfolio - Class II                                                                                           
    Shares                                2005   14,508  0.905 - 1.439   13,500        1.19     1.40 - 1.80        2.42 - 2.81
                                          2004   16,143  0.882 - 1.405   14,589        1.38     1.40 - 1.80        8.24 - 8.68
                                          2003   16,372  0.813 - 1.298   13,605        1.07     1.40 - 1.80      12.48 - 26.04
                                          2002   15,425  0.647 - 0.649   10,013        1.87     1.40 - 1.60  (23.61) - (23.47)
                                          2001   13,067  0.847 - 0.848   11,082        0.73     1.40 - 1.60     (13.65) - 7.90

  Fundamental Value Portfolio             2005   23,517          1.488   34,995        0.92            1.40               3.33
                                          2004   25,754          1.440   37,090        0.66            1.40               6.67
                                          2003   26,496          1.350   35,758        0.62            1.40              36.78
                                          2002   27,231          0.987   26,880        1.21            1.40            (22.41)
                                          2001   17,065          1.272   21,707        0.72            1.40             (6.61)
  Salomon Brothers Variable Aggressive                                                                                        
    Growth Fund - Class I Shares          2005    1,727  1.076 - 1.607    2,598           -     1.40 - 2.15        0.65 - 8.35
                                          2004    1,119  1.120 - 1.492    1,573           -     1.40 - 2.15       4.89 - 14.98
                                          2003      376  1.047 - 1.395      499           -     1.40 - 2.15       6.85 - 38.13
                                          2002       16          0.758       12           -            1.40            (24.20)
  Salomon Brothers Variable Growth &                                                                                          
    Income Fund - Class I Shares          2005       46          1.122       51        0.44            1.40               2.19
                                          2004       32          1.098       35        0.39            1.40               6.91
                                          2003       62          1.027       64        0.47            1.40              28.38
                                          2002       85          0.800       68        0.67            1.40            (20.00)
JANUS ASPEN SERIES                                                                                                            
  Balanced Portfolio - Service Shares     2005   12,010  1.056 - 1.282   13,013        2.04     1.40 - 2.10        3.49 - 6.18
                                          2004   13,603  0.997 - 1.213   13,859        2.15     1.40 - 2.10        6.07 - 6.70
                                          2003   15,399  0.935 - 1.140   14,659        1.84     1.40 - 2.10       4.79 - 12.16
                                          2002   15,767  0.836 - 0.983   13,307        2.05     1.40 - 1.70    (8.24) - (7.90)
                                          2001   13,848  0.910 - 1.069   12,626        2.12     1.40 - 1.70      (6.28) - 0.56

  Forty Portfolio - Service Shares        2005    1,090  0.845 - 1.560    1,233        0.01     1.40 - 2.00       7.09 - 11.07
                                          2004      940  0.762 - 1.412      895        0.03     1.40 - 1.90      15.74 - 16.36
                                          2003    1,034  0.657 - 1.220      831        0.25     1.40 - 1.90       6.18 - 18.49
                                          2002      953  0.555 - 0.941      591        0.32     1.40 - 1.70  (17.34) - (17.11)
                                          2001      707  0.671 - 1.137      476        1.09     1.40 - 1.70     (22.94) - 1.07
  Global Life Sciences Portfolio -                                                                                            
    Service Shares                        2005    3,165  0.995 - 1.570    3,183           -     1.40 - 2.00      10.16 - 10.69
                                          2004    3,486  0.900 - 1.423    3,165           -     1.40 - 2.00      11.93 - 12.67
                                          2003    3,646  0.801 - 1.268    2,938           -     1.40 - 2.00       7.29 - 24.42
                                          2002    3,739  0.645 - 0.647    2,419           -     1.40 - 1.60  (30.65) - (30.50)
                                          2001    4,112  0.930 - 0.931    3,830           -     1.40 - 1.60     (17.97) - 4.49

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6. FINANCIAL HIGHLIGHTS (CONTINUED)                                             

                                                        [Enlarge/Download Table]

                                                                                                  EXPENSE          TOTAL      
                                          YEAR            UNIT VALUE      NET    INVESTMENT(1)    RATIO(2)       RETURN(3)    
                                         ENDED    UNITS    LOWEST TO    ASSETS      INCOME       LOWEST TO       LOWEST TO    
                                         DEC 31  (000S)   HIGHEST ($)   ($000S)    RATIO (%)    HIGHEST (%)     HIGHEST (%)   
                                         ------  ------  -------------  -------  -------------  -----------  -----------------
                                                                                                                              
JANUS ASPEN SERIES (CONTINUED)                                                                                                
  Global Technology Portfolio -                                                                                               
    Service Shares                        2005    7,935  0.381 - 1.594    3,038           -     1.40 - 2.00       9.39 - 10.12
                                          2004   10,165  0.346 - 1.455    3,536           -     1.40 - 2.00      (1.22) - 8.87
                                          2003   10,051  0.349 - 1.473    3,523           -     1.40 - 1.80      16.72 - 44.21
                                          2002   11,940          0.242    2,886           -            1.40            (41.69)
                                          2001   10,706          0.415    4,444        0.68            1.40            (38.24)

  Mid Cap Value Portfolio -                                                                                                   
    Service Shares                        2005      461  1.661 - 1.693      775        0.64     1.40 - 2.10        7.72 - 8.53
                                          2004      475  1.542 - 1.560      739        3.25     1.40 - 2.10      15.33 - 16.16
                                          2003      421  1.337 - 1.343      564        0.11     1.40 - 2.10      20.89 - 34.30

  Worldwide Growth Portfolio -                                                                                                
    Service Shares                        2005   11,418  0.578 - 1.371    7,048        1.20     1.40 - 2.10        3.35 - 4.10
                                          2004   13,052  0.557 - 1.322    7,747        0.91     1.40 - 2.10        2.41 - 3.13
                                          2003   14,122  0.541 - 1.288    8,019        0.85     1.40 - 2.10      12.24 - 23.73
                                          2002   16,018  0.444 - 0.855    7,231        0.61     1.40 - 1.70  (26.97) - (26.77)
                                          2001   17,088  0.608 - 1.168   10,407        0.28     1.40 - 1.70     (23.68) - 3.00
LAZARD RETIREMENT SERIES, INC.                                                                                                
  Lazard Retirement Small Cap Portfolio   2005       67          1.552      104           -            1.40               2.58
                                          2004       34          1.513       52           -            1.40              13.25
                                          2003        4          1.336        5           -            1.40              33.60
LORD ABBETT SERIES FUND, INC.                                                                                                 
  Growth and Income Portfolio             2005      228          1.408      322        1.03            1.40               1.88
                                          2004      205          1.382      283        1.65            1.40              11.09
                                          2003       75          1.244       93        1.56            1.40              24.40

  Mid-Cap Value Portfolio                 2005      187  1.618 - 1.644      307        0.55     1.40 - 2.00        6.10 - 6.68
                                          2004       97  1.525 - 1.541      150        0.53     1.40 - 2.00      15.32 - 22.30
                                          2003       53  1.255 - 1.260       66        1.37     1.40 - 2.00      14.09 - 26.00
MORGAN STANLEY VARIABLE INVESTMENT SERIES                                                                                     
  Dividend Growth Portfolio               2005      533  1.194 - 1.209      639        1.13     1.60 - 2.15        3.11 - 3.69
                                          2004      304  1.158 - 1.166      353        2.45     1.60 - 2.15        5.36 - 6.48
                                          2003        1          1.095        1        0.69            1.60               9.50

  Equity Portfolio                        2005      171  1.250 - 1.355      231           -     2.00 - 2.25      15.31 - 15.52
                                          2004      149  1.084 - 1.179      173        0.60     1.60 - 2.25       0.60 - 20.98
                                          2003        2          1.080        2        0.04            1.60               8.00

  S&P 500 Index Portfolio                 2005      986  1.019 - 1.220    1,182        1.65     1.55 - 2.20      (1.15) - 3.70
                                          2004    1,038  1.179 - 1.187    1,226        0.46     1.60 - 2.15        7.97 - 8.50
                                          2003      175  1.092 - 1.094      191           -     1.60 - 2.15        5.41 - 9.40
OPPENHEIMER VARIABLE ACCOUNT FUNDS                                                                                            
  Oppenheimer Main Street Fund/VA -                                                                                           
    Service Shares                        2005       48          1.120       53        1.09            1.40               4.28
                                          2004       33          1.074       35           -            1.40               7.40
PIMCO VARIABLE INSURANCE TRUST                                                                                                
  Real Return Portfolio - Administrative                                                                                      
    Class                                 2005      533  1.115 - 1.133      604        2.76     1.40 - 2.00        0.09 - 0.71
                                          2004      564  1.114 - 1.125      635        1.01     1.40 - 2.00        1.72 - 7.35
                                          2003       64  1.044 - 1.048       67        0.48     1.40 - 2.00        4.50 - 4.80

  Total Return Portfolio -                                                                                                    
    Administrative Class                  2005   16,957  1.064 - 1.226   20,747        3.39     1.40 - 1.80        0.66 - 1.07
                                          2004   18,739  1.057 - 1.213   22,700        1.88     1.40 - 1.80        3.02 - 3.41
                                          2003   20,964  1.026 - 1.173   24,563        2.86     1.40 - 1.80        1.58 - 3.62
                                          2002   20,033  1.129 - 1.132   22,686        4.05     1.40 - 1.60        7.42 - 7.50
                                          2001    5,178  1.051 - 1.053    5,452        2.71     1.40 - 1.60        4.78 - 5.10

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6. FINANCIAL HIGHLIGHTS (CONTINUED)                                             

                                                        [Enlarge/Download Table]

                                                                                                  EXPENSE          TOTAL      
                                          YEAR            UNIT VALUE      NET    INVESTMENT(1)    RATIO(2)       RETURN(3)    
                                         ENDED    UNITS    LOWEST TO    ASSETS      INCOME       LOWEST TO       LOWEST TO    
                                         DEC 31  (000S)   HIGHEST ($)   ($000S)    RATIO (%)    HIGHEST (%)     HIGHEST (%)   
                                         ------  ------  -------------  -------  -------------  -----------  -----------------
                                                                                                                              
PUTNAM VARIABLE TRUST                                                                                                         
  Putnam VT Discovery Growth Fund -                                                                                           
    Class IB Shares                       2005      272          0.817      223           -            1.40               5.69
                                          2004      306  0.767 - 0.773      237           -     1.40 - 1.60        5.79 - 6.18
                                          2003      310  0.725 - 0.728      226           -     1.40 - 1.60      29.93 - 30.00
                                          2002      300  0.558 - 0.560      168           -     1.40 - 1.60  (30.68) - (30.52)
                                          2001      270  0.805 - 0.806      217           -     1.40 - 1.60  (22.13) - (19.50)
  Putnam VT International Equity Fund -                                                                                       
    Class IB Shares                       2005    2,132  1.108 - 1.678    2,390        1.41     1.40 - 1.80      10.25 - 10.58
                                          2004    2,071  1.003 - 1.522    2,099        1.38     1.40 - 1.80      14.09 - 14.63
                                          2003    1,972  0.877 - 1.334    1,746        0.82     1.40 - 1.80      26.37 - 37.67
                                          2002    3,980  0.694 - 0.696    2,770        0.33     1.40 - 1.60  (18.93) - (18.79)
                                          2001    1,555  0.856 - 0.857    1,333           -     1.40 - 1.60  (14.47) - (14.40)
  Putnam VT Small Cap Value Fund - Class                                                                                      
    IB Shares                             2005    1,450  1.685 - 2.016    2,477        0.18     1.40 - 2.00        4.92 - 5.59
                                          2004    1,636  1.599 - 1.918    2,646        0.34     1.40 - 2.00      23.69 - 24.40
                                          2003    1,612  1.288 - 1.547    2,095        0.31     1.40 - 2.00      24.36 - 47.66
                                          2002    1,363  0.874 - 0.877    1,195        0.13     1.40 - 1.60  (19.60) - (19.39)
                                          2001      432  1.087 - 1.088      471           -     1.40 - 1.60        2.16 - 8.70
SALOMON BROTHERS VARIABLE SERIES                                                                                              
FUNDS INC.                                                                                                                    
  All Cap Fund - Class I                  2005   12,673  1.029 - 1.698   20,717        0.85     1.40 - 2.25        0.00 - 2.60
                                          2004   13,662  1.058 - 1.655   21,890        0.54     1.40 - 2.25        2.52 - 6.84
                                          2003   13,510  1.136 - 1.549   20,400        0.27     1.40 - 2.15      10.90 - 39.11
                                          2002   12,094  0.831 - 1.130   13,420        0.57     1.40 - 1.70  (26.33) - (26.10)
                                          2001    5,217  1.128 - 1.529    7,969        1.60     1.40 - 1.70      (3.78) - 3.49

  High Yield Bond Fund - Class I          2005    2,635  1.003 - 1.533    3,655        6.58     1.40 - 2.25        0.10 - 3.89
                                          2004    2,049  1.161 - 1.497    2,865        7.72     1.40 - 2.15        3.09 - 9.51
                                          2003    1,285  1.068 - 1.367    1,694        9.26     1.40 - 2.15       5.22 - 22.49
                                          2002      573  1.095 - 1.116      635        7.83     1.40 - 1.70        5.49 - 5.78
                                          2001      459  1.038 - 1.055      484        9.99     1.40 - 1.70      (0.28) - 3.74

  Investors Fund - Class I                2005   16,170  1.036 - 1.527   22,275        1.14     1.40 - 2.25       3.50 - 10.73
                                          2004   18,355  1.211 - 1.459   24,082        1.45     1.40 - 2.15        2.59 - 8.89
                                          2003   19,490  1.116 - 1.346   23,489        1.44     1.40 - 2.10      12.82 - 33.40
                                          2002   19,929  0.858 - 0.923   18,373        1.23     1.40 - 1.70  (24.34) - (24.10)
                                          2001   16,096  1.134 - 1.216   19,575        1.05     1.40 - 1.70      (6.40) - 2.71

  Large Cap Growth Fund - Class I         2005    1,049  1.020 - 1.468    1,354        0.02     1.40 - 2.25      (2.08) - 7.70
                                          2004      859  1.124 - 1.420    1,087        0.32     1.40 - 2.15      (1.46) - 9.48
                                          2003      208  1.140 - 1.439      266        0.02     1.40 - 2.00       2.93 - 42.50
                                          2002       13          0.800       10           -            1.40            (20.00)

  Small Cap Growth Fund - Class I         2005    3,694  0.993 - 1.812    5,042           -     1.40 - 2.25      (0.10) - 3.41
                                          2004    4,008  0.962 - 1.758    5,265           -     1.40 - 2.25       5.52 - 28.84
                                          2003    3,127  0.849 - 1.555    3,155           -     1.40 - 2.15      11.33 - 54.27
                                          2002    2,299  0.579 - 0.808    1,443           -     1.40 - 1.70  (35.83) - (35.66)
                                          2001    1,627  0.901 - 1.257    1,474           -     1.40 - 1.70      (8.51) - 7.78

  Strategic Bond Fund - Class I           2005    6,557  0.993 - 1.458    8,127        5.21     1.40 - 2.25      (0.20) - 1.04
                                          2004    5,516  1.059 - 1.443    6,938        5.43     1.40 - 2.25        0.94 - 5.17
                                          2003    3,592  1.014 - 1.372    4,508        6.46     1.40 - 2.15       2.63 - 11.64
                                          2002    2,433  1.085 - 1.229    2,842        6.21     1.40 - 1.70        5.96 - 7.34
                                          2001    1,064  1.015 - 1.145    1,217        6.06     1.40 - 1.60        0.59 - 5.43

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NOTES TO FINANCIAL STATEMENTS - CONTINUED 

6. FINANCIAL HIGHLIGHTS (CONTINUED)                                             

                                                        [Enlarge/Download Table]

                                                                                                  EXPENSE          TOTAL      
                                          YEAR            UNIT VALUE      NET    INVESTMENT(1)    RATIO(2)       RETURN(3)    
                                         ENDED    UNITS    LOWEST TO    ASSETS      INCOME       LOWEST TO       LOWEST TO    
                                         DEC 31  (000S)   HIGHEST ($)   ($000S)    RATIO (%)    HIGHEST (%)     HIGHEST (%)   
                                         ------  ------  -------------  -------  -------------  -----------  -----------------
                                                                                                                              
SCUDDER VARIABLE SERIES I                                                                                                     
  Growth and Income Portfolio - Class B   2005      513  1.102 - 1.270      642        0.97     1.60 - 2.25       3.47 - 10.42
                                          2004      350  1.210 - 1.221      425        0.07     1.60 - 2.15        7.46 - 7.63
                                          2003       18  1.126 - 1.127       20           -     2.00 - 2.15       5.82 - 12.60
SCUDDER VARIABLE SERIES II                                                                                                    
  Scudder International Select Equity                                                                                         
    Portfolio - Class B                   2005    2,267  1.120 - 1.577    3,422        2.07     1.55 - 2.25       4.10 - 12.16
                                          2004    1,215  1.167 - 1.406    1,696        0.28     1.60 - 2.25      12.12 - 19.93
                                          2003      186  1.208 - 1.209      225           -     2.00 - 2.15      13.20 - 20.80
THE TRAVELERS SERIES TRUST                                                                                                    
  AIM Capital Appreciation Portfolio      2005    4,169  0.628 - 1.456    3,092        0.21     1.40 - 2.25       5.52 - 10.22
                                          2004    4,787  0.587 - 1.363    3,215        0.15     1.40 - 2.15       4.22 - 17.10
                                          2003    4,581  0.563 - 1.303    2,610           -     1.40 - 2.15       5.10 - 27.38
                                          2002    5,204          0.442    2,298           -            1.40            (24.83)
                                          2001    5,177          0.588    3,045           -            1.40            (24.90)

  Convertible Securities Portfolio        2005    8,907  1.255 - 1.504   13,386        2.45     1.40 - 2.00    (1.65) - (1.05)
                                          2004   10,413  1.276 - 1.520   15,816        2.10     1.40 - 2.00        4.25 - 4.83
                                          2003   11,003  1.224 - 1.450   15,946        3.06     1.40 - 2.00       7.75 - 24.46
                                          2002   11,414  1.161 - 1.165   13,296        7.64     1.40 - 1.60    (8.44) - (8.27)
                                          2001    9,706  1.268 - 1.270   12,327        2.03     1.40 - 1.60    (2.23) - (1.78)

  Disciplined Mid Cap Stock Portfolio     2005    4,788  1.732 - 2.380   11,338           -     1.40 - 1.80      10.46 - 10.90
                                          2004    5,376  1.568 - 2.146   11,490        0.28     1.40 - 1.80      14.37 - 14.82
                                          2003    5,604  1.371 - 1.869   10,433        0.31     1.40 - 1.80      26.94 - 31.90
                                          2002    5,655  1.412 - 1.417    8,014        0.55     1.40 - 1.60  (15.70) - (15.50)
                                          2001    5,101  1.675 - 1.677    8,557        0.29     1.40 - 1.60      (5.41) - 4.04

  Equity Income Portfolio                 2005   22,669  1.023 - 1.864   40,765           -     1.40 - 2.25        2.29 - 8.48
                                          2004   25,229  1.223 - 1.810   44,626        1.32     1.40 - 2.15        7.54 - 9.42
                                          2003   26,533  1.137 - 1.670   43,575        0.93     1.40 - 2.15       6.66 - 34.69
                                          2002   26,715  0.956 - 1.291   34,137        1.04     1.40 - 1.70  (16.43) - (15.12)
                                          2001   27,237  1.131 - 1.521   41,433        1.13     1.40 - 1.60      (7.93) - 0.53

  Federated High Yield Portfolio          2005    8,730  1.293 - 1.480   12,912           -     1.40 - 2.00        0.54 - 1.09
                                          2004   10,073  1.286 - 1.464   14,735        7.11     1.40 - 2.00        8.25 - 8.85
                                          2003   11,303  1.188 - 1.345   15,192        7.44     1.40 - 2.00       8.49 - 20.74
                                          2002   10,765  1.110 - 1.114   11,993       17.48     1.40 - 1.60        2.02 - 2.30
                                          2001   10,766  1.088 - 1.089   11,727       12.09     1.40 - 1.60      (0.73) - 0.46

  Federated Stock Portfolio               2005    4,175  1.787 - 1.804    7,531           -     1.40 - 1.60        3.65 - 3.86
                                          2004    5,119  1.724 - 1.737    8,892        1.42     1.40 - 1.60        8.77 - 9.04
                                          2003    5,610  1.585 - 1.593    8,939        1.48     1.40 - 1.60      17.84 - 25.83
                                          2002    5,996          1.266    7,592        2.56            1.40            (20.48)
                                          2001    6,935          1.592   11,039        1.26            1.40               0.25

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NOTES TO FINANCIAL STATEMENTS - CONTINUED 

6. FINANCIAL HIGHLIGHTS (CONTINUED)                                             

                                                        [Enlarge/Download Table]

                                                                                                  EXPENSE          TOTAL      
                                          YEAR            UNIT VALUE      NET    INVESTMENT(1)    RATIO(2)       RETURN(3)    
                                         ENDED    UNITS    LOWEST TO    ASSETS      INCOME       LOWEST TO       LOWEST TO    
                                         DEC 31  (000S)   HIGHEST ($)   ($000S)    RATIO (%)    HIGHEST (%)     HIGHEST (%)   
                                         ------  ------  -------------  -------  -------------  -----------  -----------------
                                                                                                                              
THE TRAVELERS SERIES TRUST (CONTINUED)                                                                                        
  Large Cap Portfolio                     2005   16,770  1.039 - 1.538   25,374           -     1.40 - 2.25       3.80 - 15.31
                                          2004   19,283  1.109 - 1.435   27,348        0.80     1.40 - 2.15        4.26 - 5.05
                                          2003   20,518  1.059 - 1.366   27,826        0.40     1.40 - 2.15       6.16 - 24.58
                                          2002   21,477  0.864 - 1.111   23,784        0.45     1.40 - 1.70  (25.00) - (23.85)
                                          2001   24,629  1.139 - 1.459   35,941        0.48     1.40 - 1.60   (18.49) - (0.70)

  Mercury Large Cap Core Portfolio        2005    1,853  1.009 - 1.554    1,894           -     1.40 - 1.80      10.06 - 10.52
                                          2004    2,298  0.915 - 1.412    2,131        0.53     1.40 - 1.80      13.87 - 14.25
                                          2003    2,626  0.803 - 1.240    2,130        0.69     1.40 - 1.80      15.67 - 19.56
                                          2002    2,781  0.673 - 0.675    1,878        0.57     1.40 - 1.60  (26.37) - (26.23)
                                          2001    3,048  0.914 - 0.915    2,789        0.04     1.40 - 1.60   (23.56) - (6.54)

  MFS Mid Cap Growth Portfolio            2005   25,226  1.000 - 1.537   25,491           -     1.40 - 2.00        1.25 - 5.09
                                          2004   14,999  0.986 - 1.518   14,925           -     1.40 - 1.80      12.03 - 12.57
                                          2003   16,280  0.878 - 1.355   14,396           -     1.40 - 1.80      14.15 - 35.22
                                          2002   17,203  0.651 - 0.653   11,240           -     1.40 - 1.60  (49.65) - (49.58)
                                          2001   17,696  1.293 - 1.295   22,917           -     1.40 - 1.60   (24.75) - (4.58)

  MFS Total Return Portfolio              2005   37,652  1.004 - 1.792   66,086        2.03     1.40 - 2.25      (0.23) - 3.66
                                          2004   41,782  1.164 - 1.765   73,093        2.74     1.40 - 2.15        5.87 - 9.90
                                          2003   42,575  1.067 - 1.606   68,295        2.31     1.40 - 2.15       4.20 - 14.96
                                          2002   42,952  1.392 - 1.397   60,017        6.18     1.40 - 1.60    (6.76) - (6.62)
                                          2001   38,578  1.493 - 1.496   57,702        2.77     1.40 - 1.60    (1.38) - (0.47)

  MFS Value Portfolio                     2005      109          1.118      122        1.54            1.40               4.98
                                          2004       51          1.065       54        6.95            1.40              11.87

  Mondrian International Stock Portfolio  2005   11,010  1.233 - 1.618   13,716        0.05     1.40 - 1.80        7.58 - 7.98
                                          2004   11,680  1.144 - 1.504   13,474        1.58     1.40 - 1.80      13.68 - 14.16
                                          2003   12,065  1.004 - 1.323   12,187        1.82     1.40 - 1.80      26.61 - 34.59
                                          2002   13,670  0.793 - 0.796   10,884        1.96     1.40 - 1.60  (14.36) - (14.22)
                                          2001   15,756  0.926 - 0.928   14,617        0.16     1.40 - 1.60  (27.22) - (16.27)

  Pioneer Fund Portfolio                  2005       20          1.394       27           -            1.40               4.58
                                          2004       10          1.333       13        1.22            1.40               9.53
                                          2003        5          1.217        7        3.58            1.40              21.70

  Pioneer Strategic Income Portfolio      2005    1,760  1.458 - 1.472    2,589        3.79     1.40 - 1.60        2.03 - 2.29
                                          2004    1,925  1.429 - 1.439    2,771        6.88     1.40 - 1.60        7.52 - 9.35
                                          2003    2,161          1.316    2,843        8.96            1.40              17.92
                                          2002    2,459          1.116    2,744       19.93            1.40               4.40
                                          2001    3,562          1.069    3,808        8.16            1.40               2.79

  Strategic Equity Portfolio              2005   16,427  1.399 - 1.430   23,198        0.57     1.40 - 2.00        0.00 - 0.64
                                          2004   20,038  1.393 - 1.427   28,123        1.37     1.40 - 2.00        8.05 - 8.68
                                          2003   22,810  1.284 - 1.318   29,453           -     1.40 - 2.00      10.77 - 30.67
                                          2002   25,280          0.988   24,973        0.55            1.40            (34.48)
                                          2001   31,918          1.508   48,140        0.20            1.40            (14.56)

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NOTES TO FINANCIAL STATEMENTS - CONTINUED 

6. FINANCIAL HIGHLIGHTS (CONTINUED)                                             

                                                        [Enlarge/Download Table]

                                                                                                  EXPENSE          TOTAL      
                                          YEAR            UNIT VALUE      NET    INVESTMENT(1)    RATIO(2)       RETURN(3)    
                                         ENDED    UNITS    LOWEST TO    ASSETS      INCOME       LOWEST TO       LOWEST TO    
                                         DEC 31  (000S)   HIGHEST ($)   ($000S)    RATIO (%)    HIGHEST (%)     HIGHEST (%)   
                                         ------  ------  -------------  -------  -------------  -----------  -----------------
                                                                                                                              
THE TRAVELERS SERIES TRUST (CONTINUED)                                                                                        
  Style Focus Series: Small Cap Value                                                                                         
    Portfolio                             2005       98  1.007 - 1.110      101        0.84     1.55 - 2.25       0.10 - 11.00

  Travelers Quality Bond Portfolio        2005   24,047  1.054 - 1.412   33,925           -     1.40 - 2.00      (0.38) - 0.21
                                          2004   30,872  1.058 - 1.409   43,468        4.40     1.40 - 2.00        1.24 - 1.88
                                          2003   36,708  1.045 - 1.383   50,755        4.71     1.40 - 2.00        0.00 - 5.49
                                          2002   38,145  1.306 - 1.311   50,012        7.99     1.40 - 1.60        4.06 - 4.30
                                          2001   30,072  1.255 - 1.257   37,790        3.76     1.40 - 1.60      (2.79) - 5.63

  U.S. Government Securities Portfolio    2005      104          1.083      113           -            1.40               2.95
                                          2004       11          1.052       11       13.43            1.40               5.20
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.                                                                                       
  Core Plus Fixed Income Portfolio -                                                                                          
    Class II                              2005    4,212  1.004 - 1.062    4,402        3.47     1.50 - 2.25      (0.28) - 2.41
                                          2004    2,212  1.018 - 1.037    2,277        3.57     1.50 - 2.25        1.08 - 2.57
                                          2003      328  1.000 - 1.011      331        0.04     1.50 - 2.15        0.10 - 2.43

  Emerging Markets Equity Portfolio -                                                                                         
    Class I                               2005    1,459  1.211 - 2.693    3,073        0.40     1.40 - 2.25       2.86 - 32.05
                                          2004    1,179  1.310 - 2.042    1,910        0.62     1.40 - 2.25       7.93 - 21.44
                                          2003      671  1.081 - 1.684      821           -     1.40 - 2.15       7.55 - 56.22
                                          2002      393  0.734 - 1.142      302           -     1.40 - 1.70  (18.06) - (10.12)
                                          2001      360  0.819 - 0.820      295           -     1.40 - 1.60    (7.76) - (4.55)

  Equity and Income Portfolio - Class II  2005    3,820  1.033 - 1.349    5,011        0.67     1.50 - 2.25        1.67 - 5.80
                                          2004    2,607  1.092 - 1.275    3,290           -     1.50 - 2.25       3.70 - 10.91
                                          2003      505  1.096 - 1.161      584        1.39     1.50 - 2.15       8.61 - 16.10

  Equity Growth Portfolio - Class I       2005    2,232  0.725 - 1.514    2,234        0.49     1.40 - 2.15       9.57 - 14.20
                                          2004    2,264  0.636 - 1.333    1,915        0.17     1.40 - 2.15       5.48 - 11.15
                                          2003    2,065  0.600 - 1.261    1,446           -     1.40 - 2.10       8.25 - 23.06
                                          2002    1,799  0.488 - 0.830      952        0.20     1.40 - 1.70  (28.97) - (19.14)
                                          2001    1,245  0.687 - 1.168      863           -     1.40 - 1.60   (16.40) - (0.17)

  Global Franchise Portfolio - Class II   2005    5,684  1.064 - 1.499    7,985           -     1.50 - 2.25       1.40 - 10.30
                                          2004    2,966  1.079 - 1.359    3,984        0.22     1.50 - 2.25       4.15 - 11.12
                                          2003      317  1.161 - 1.223      387           -     1.50 - 2.15      10.59 - 22.30

  Global Value Equity Portfolio -                                                                                             
    Class I                               2005    3,174  1.049 - 1.570    4,453        1.05     1.40 - 2.25        2.54 - 4.35
                                          2004    2,673  1.094 - 1.512    3,557        0.73     1.40 - 2.25       3.99 - 14.67
                                          2003    1,820  1.062 - 1.357    2,049           -     1.40 - 2.10       9.09 - 39.26
                                          2002    1,569  0.837 - 0.902    1,341        1.29     1.40 - 1.70  (19.93) - (18.05)
                                          2001    1,343  1.023 - 1.101    1,378        1.28     1.40 - 1.60      (8.32) - 0.36

  Mid Cap Growth Portfolio - Class I      2005    1,973  0.784 - 1.952    2,555           -     1.40 - 2.25       9.51 - 23.89
                                          2004    1,845  0.678 - 1.692    1,976           -     1.40 - 2.15      19.05 - 22.46
                                          2003    1,660  0.566 - 1.418    1,332           -     1.40 - 2.15       2.84 - 39.80
                                          2002    1,380  0.406 - 0.801      639           -     1.40 - 1.70  (32.22) - (29.23)
                                          2001    1,205  0.599 - 1.181      727           -     1.40 - 1.60     (30.31) - 2.07

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6. FINANCIAL HIGHLIGHTS (CONTINUED)                                             

                                                        [Enlarge/Download Table]

                                                                                                  EXPENSE          TOTAL      
                                          YEAR            UNIT VALUE      NET    INVESTMENT(1)    RATIO(2)       RETURN(3)    
                                         ENDED    UNITS    LOWEST TO    ASSETS      INCOME       LOWEST TO       LOWEST TO    
                                         DEC 31  (000S)   HIGHEST ($)   ($000S)    RATIO (%)    HIGHEST (%)     HIGHEST (%)   
                                         ------  ------  -------------  -------  -------------  -----------  -----------------
                                                                                                                              
THE UNIVERSAL INSTITUTIONAL FUNDS,                                                                                            
INC. (CONTINUED)                                                                                                              
  Small Company Growth Portfolio -                                                                                            
    Class II                              2005      922  1.043 - 1.773    1,540           -     1.50 - 2.25     (0.48) - 11.23
                                          2004      468  1.134 - 1.594      731           -     1.50 - 2.25      16.37 - 27.27
                                          2003       65  1.228 - 1.360       88           -     1.50 - 2.15       5.35 - 36.00

  Technology Portfolio - Class I          2005      933  0.229 - 1.335      259           -     1.40 - 2.10    (2.35) - (1.67)
                                          2004    1,272  0.233 - 1.364      359           -     1.40 - 2.10    (3.69) - (2.89)
                                          2003    1,510  0.241 - 1.414      469           -     1.40 - 2.10      31.50 - 46.06
                                          2002    1,919  0.165 - 0.679      330           -     1.40 - 1.60  (49.85) - (49.70)
                                          2001    2,039  0.329 - 1.350      683           -     1.40 - 1.60   (49.54) - (2.17)

  U.S. Mid Cap Value Portfolio - Class I  2005    2,703  1.064 - 1.804    4,266        0.32     1.40 - 2.25       1.43 - 10.76
                                          2004    2,694  1.127 - 1.637    3,870        0.02     1.40 - 2.25       5.62 - 15.84
                                          2003    2,439  1.195 - 1.456    3,058           -     1.40 - 2.15       9.98 - 39.50
                                          2002    2,399  0.859 - 0.914    2,142           -     1.40 - 1.70  (29.24) - (29.04)
                                          2001    1,482  1.214 - 1.288    1,906           -     1.40 - 1.70      (4.45) - 6.30

  U.S. Real Estate Portfolio - Class I    2005    2,174  1.037 - 2.439    4,741        1.24     1.40 - 2.25       0.08 - 15.43
                                          2004    1,921  1.578 - 2.113    3,727        1.53     1.40 - 2.15      24.35 - 34.50
                                          2003    1,443  1.182 - 1.571    2,161           -     1.40 - 2.15       8.64 - 35.66
                                          2002    1,103  1.076 - 1.158    1,232        4.06     1.40 - 1.70    (2.45) - (2.20)
                                          2001      539  1.103 - 1.184      637        6.70     1.40 - 1.70        0.27 - 8.33

  Value Portfolio - Class I               2005    2,243  1.275 - 1.635    3,101        1.35     1.40 - 2.15        2.37 - 3.12
                                          2004    2,173  1.239 - 1.593    2,887        1.00     1.40 - 2.15      13.33 - 16.19
                                          2003    1,812  1.069 - 1.378    1,992           -     1.40 - 2.10       9.20 - 38.71
                                          2002    1,929  0.810 - 0.886    1,579        0.99     1.40 - 1.70  (23.46) - (23.23)
                                          2001    1,712  1.057 - 1.155    1,814        1.34     1.40 - 1.70        0.86 - 2.48
TRAVELERS SERIES FUND INC.                                                                                                    
  SB Adjustable Rate Income Portfolio -                                                                                       
    Class I Shares                        2005      200  0.993 - 1.006      200        3.84     1.40 - 2.00        0.40 - 0.90
                                          2004      108  0.989 - 0.997      108        2.07     1.40 - 2.00    (0.60) - (0.20)
                                          2003       14          0.999       14        2.12            1.40             (0.10)

  Smith Barney Aggressive Growth                                                                                              
    Portfolio                             2005   30,287          0.994   30,097           -            1.40              10.08
                                          2004   32,536  0.896 - 0.903   29,368           -     1.40 - 1.60        8.21 - 8.40
                                          2003   32,805  0.828 - 0.833   27,311           -     1.40 - 1.60      32.27 - 32.64
                                          2002   31,570  0.626 - 0.628   19,813           -     1.40 - 1.60  (33.69) - (33.54)
                                          2001   11,977  0.944 - 0.945   11,317           -     1.40 - 1.60    (5.60) - (5.50)
  Smith Barney Large Capitalization                                                                                           
    Growth Portfolio                      2005    4,321          1.006    4,347        0.14            1.40               3.71
                                          2004    4,478  0.962 - 0.970    4,342        0.36     1.40 - 1.60    (1.33) - (1.02)
                                          2003    4,315  0.975 - 0.980    4,227        0.03     1.40 - 1.60      45.31 - 45.62
                                          2002    2,969  0.671 - 0.673    1,999        0.48     1.40 - 1.60  (25.94) - (25.88)
                                          2001    1,184  0.906 - 0.908    1,075           -     1.40 - 1.60    (9.40) - (7.91)
VAN KAMPEN LIFE INVESTMENT TRUST                                                                                              

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6. FINANCIAL HIGHLIGHTS (CONTINUED)                                             

                                                        [Enlarge/Download Table]

                                                                                                  EXPENSE          TOTAL      
                                          YEAR            UNIT VALUE      NET    INVESTMENT(1)    RATIO(2)       RETURN(3)    
                                         ENDED    UNITS    LOWEST TO    ASSETS      INCOME       LOWEST TO       LOWEST TO    
                                         DEC 31  (000S)   HIGHEST ($)   ($000S)    RATIO (%)    HIGHEST (%)     HIGHEST (%)   
                                         ------  ------  -------------  -------  -------------  -----------  -----------------
                                                                                                                              
VAN KAMPEN LIFE INVESTMENT TRUST                                                                                              
(CONTINUED)                                                                                                                   
  Comstock Portfolio - Class I Shares     2005      414          1.386      574        1.16            1.40               2.90
                                          2004      354          1.347      477        1.00            1.40              16.12
                                          2003      347          1.160      402        1.03            1.40              29.18
                                          2002      360          0.898      324        0.77            1.40            (20.39)
                                          2001      385          1.128      434           -            1.40             (3.84)

  Comstock Portfolio - Class II Shares    2005   19,792  1.028 - 1.572   26,726        0.91     1.40 - 2.25        1.77 - 2.79
                                          2004   16,408  1.132 - 1.538   21,722        0.67     1.40 - 2.25      12.42 - 15.82
                                          2003   11,515  1.043 - 1.333   12,634        0.74     1.40 - 2.15       7.57 - 31.94
                                          2002    9,318  0.811 - 0.869    7,703        0.38     1.40 - 1.70  (20.75) - (20.51)
                                          2001    4,165  1.023 - 1.095    4,274           -     1.40 - 1.70      (4.21) - 0.64

  Emerging Growth Portfolio - Class I                                                                                         
    Shares                                2005      525          1.364      716        0.27            1.40               6.48
                                          2004      619          1.281      793           -            1.40               5.52
                                          2003      699          1.214      848           -            1.40              25.54
                                          2002      882          0.967      852        0.37            1.40            (33.40)
                                          2001    1,086          1.452    1,576        0.11            1.40            (32.47)

  Emerging Growth Portfolio - Class II                                                                                        
    Shares                                2005    5,853  0.612 - 1.389    5,459        0.01     1.40 - 2.25        2.68 - 6.40
                                          2004    5,749  0.578 - 1.315    4,890           -     1.40 - 2.15        4.50 - 6.67
                                          2003    4,599  0.550 - 1.255    3,091           -     1.40 - 2.15       1.56 - 25.40
                                          2002    4,696  0.440 - 0.753    2,291        0.05     1.40 - 1.70  (33.77) - (33.58)
                                          2001    2,420  0.663 - 1.135    1,628           -     1.40 - 1.70     (32.66) - 1.25

  Enterprise Portfolio - Class I Shares   2005      671          0.840      564        0.75            1.40               6.60
                                          2004      928          0.788      731        0.39            1.40               2.60
                                          2003      993          0.768      762        0.54            1.40              24.07
                                          2002    1,204          0.619      745        0.49            1.40            (30.29)
                                          2001    1,431          0.888    1,270        0.21            1.40            (21.55)

  Enterprise Portfolio - Class II Shares  2005    1,211  0.724 - 1.368    1,162        0.51     1.40 - 2.10        5.59 - 6.25
                                          2004    1,418  0.682 - 1.293    1,250        0.12     1.40 - 2.10        1.66 - 4.20
                                          2003    1,159  0.668 - 1.269      888        0.25     1.40 - 2.10      18.27 - 24.46
                                          2002      888  0.540 - 0.825      519        0.16     1.40 - 1.70  (30.68) - (13.09)
                                          2001      772  0.779 - 0.781      602        0.01     1.40 - 1.60   (21.66) - (6.14)

  Government Portfolio - Class I Shares   2005      777          1.333    1,035        4.35            1.40               2.15
                                          2004      951          1.305    1,241        5.01            1.40               2.68
                                          2003    1,195          1.271    1,519        5.08            1.40               0.39
                                          2002    1,730          1.266    2,191        1.94            1.40               8.02
                                          2001      581          1.172      681        4.48            1.40               5.49

  Government Portfolio - Class II Shares  2005    6,027  1.000 - 1.188    6,822        3.80     1.40 - 2.20        0.20 - 1.80
                                          2004    6,202  0.995 - 1.167    6,925        4.62     1.40 - 2.15        1.63 - 2.46
                                          2003    6,451  0.979 - 1.139    7,090        4.00     1.40 - 2.15      (1.78) - 0.20
                                          2002    5,374  1.072 - 1.138    5,981        2.17     1.40 - 1.70        6.03 - 7.87
                                          2001    1,526  0.998 - 1.055    1,606        0.67     1.40 - 1.60        0.10 - 5.18

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6. FINANCIAL HIGHLIGHTS (CONTINUED)                                             

                                                        [Enlarge/Download Table]

                                                                                                EXPENSE          TOTAL      
                                        YEAR            UNIT VALUE      NET    INVESTMENT(1)    RATIO(2)       RETURN(3)    
                                       ENDED    UNITS    LOWEST TO    ASSETS      INCOME       LOWEST TO       LOWEST TO    
                                       DEC 31  (000S)   HIGHEST ($)   ($000S)    RATIO (%)    HIGHEST (%)     HIGHEST (%)   
                                       ------  ------  -------------  -------  -------------  -----------  -----------------
                                                                                                                            
VAN KAMPEN LIFE INVESTMENT TRUST                                                                                            
(CONTINUED)                                                                                                                 
  Growth and Income Portfolio -                                                                                             
    Class I Shares                      2005      922          1.633    1,505        1.16            1.40               8.50
                                        2004    1,080          1.505    1,625        0.98            1.40              12.73
                                        2003    1,138          1.335    1,518        0.98            1.40              26.30
                                        2002    1,240          1.057    1,310        1.09            1.40            (15.71)
                                        2001    1,514          1.254    1,898        0.07            1.40             (7.11)

  Growth and Income Portfolio -                                                                                             
    Class II Shares                     2005    8,516  1.039 - 1.581   11,884        0.83     1.40 - 2.25       0.97 - 10.35
                                        2004    7,609  1.135 - 1.469    9,799        0.67     1.40 - 2.15       9.91 - 12.50
                                        2003    5,585  1.010 - 1.312    6,191        0.66     1.40 - 2.15       9.99 - 30.42
                                        2002    4,316  0.804 - 0.937    3,667        0.62     1.40 - 1.70  (16.22) - (15.94)
                                        2001    2,181  0.958 - 1.116    2,097           -     1.40 - 1.70      (7.34) - 1.55

  Money Market Portfolio - Class I                                                                                          
    Shares                              2005    1,376          1.123    1,544        2.64            1.40               1.26
                                        2004    1,486          1.109    1,647        0.78            1.40             (0.54)
                                        2003    1,691          1.115    1,886        0.58            1.40             (0.89)
                                        2002    2,226          1.125    2,504        1.21            1.40             (0.18)
                                        2001    2,231          1.127    2,513        3.49            1.40               2.27

  Money Market Portfolio - Class II                                                                                         
    Shares                              2005    5,155  0.972 - 1.008    5,126        2.38     1.40 - 2.15        0.21 - 1.00
                                        2004    5,862  0.968 - 0.998    5,751        0.59     1.40 - 2.15    (1.52) - (0.80)
                                        2003    5,545  0.979 - 1.006    5,521        0.33     1.40 - 2.15    (1.41) - (0.30)
                                        2002    6,478  0.993 - 1.017    6,541        0.94     1.40 - 1.70    (0.60) - (0.49)
                                        2001    3,109  1.001 - 1.022    3,168        2.56     1.40 - 1.60        0.00 - 2.00
VARIABLE INSURANCE PRODUCTS FUND                                                                                            
  Contrafund(R) Portfolio - Service                                                                                         
    Class 2                             2005   20,250  1.091 - 1.705   25,987        0.11     1.40 - 2.25     (0.18) - 15.01
                                        2004   15,104  1.011 - 1.488   16,957        0.19     1.40 - 2.25       4.04 - 13.60
                                        2003   12,068  0.892 - 1.316   11,494        0.29     1.40 - 2.15       8.43 - 26.34
                                        2002   10,258  0.707 - 0.997    7,389        0.68     1.40 - 1.70  (14.08) - (10.80)
                                        2001    8,093  0.795 - 1.120    6,444        0.52     1.40 - 1.60     (13.76) - 0.36
  Dynamic Capital Appreciation                                                                                              
    Portfolio - Service Class 2         2005      442  0.899 - 1.476      409           -     1.40 - 2.00      18.29 - 19.07
                                        2004      476  0.755 - 1.246      368           -     1.40 - 2.00    (0.72) - (0.13)
                                        2003      426  0.756 - 1.252      331           -     1.40 - 2.00       7.56 - 23.13
                                        2002      240          0.614      147        0.27            1.40             (8.77)
                                        2001       12          0.673        8        0.15            1.40            (29.68)

  Mid Cap Portfolio - Service Class 2   2005   12,356  1.108 - 2.008   21,936           -     1.40 - 2.25       5.83 - 16.35
                                        2004    9,819  1.228 - 1.732   15,062           -     1.40 - 2.25      22.04 - 25.82
                                        2003    7,324  1.202 - 1.415    9,005        0.23     1.40 - 2.15      12.13 - 44.68
                                        2002    5,670  0.883 - 0.997    5,055        0.45     1.40 - 1.70  (11.57) - (11.21)
                                        2001    1,743  0.998 - 1.125    1,743           -     1.40 - 1.70      (4.86) - 3.97

(1) These amounts represent the dividends, excluding distributions of capital   
gains, received by the subaccount from the underlying mutual fund, net of       
management fees assessed by the fund manager, divided by the average net assets.
These ratios exclude those expenses, such as mortality and expense charges, that
are assessed against contract owner accounts either through reductions in the   
unit values or the redemption of units. The recognition of investment income by 
the subaccount is affected by the timing of the declaration of dividends by the 
underlying fund in which the subaccount invests.                                

(2) These amounts represent the annualized contract expenses of the separate    
account, consisting primarily of mortality and expense charges, for each period 
indicated. The ratios include only those expenses that result in a direct       
reduction to unit values. Charges made directly to contract owner accounts      
through the redemption of units and expenses of the underlying fund have been   
excluded.                                                                       

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6. FINANCIAL HIGHLIGHTS (CONTINUED)                                             

(3) These amounts represent the total return for the period indicated, including
changes in the value of the underlying  fund, and expenses  assessed through the
reduction  of unit values.  These  ratios do not include any  expenses  assessed
through the redemption of units.  The total return is calculated for each period
indicated or from the effective date through the end of the reporting period. As
the total return is presented as a range of minimum to maximum values,  based on
the product grouping representing the minimum and maximum expense ratio amounts,
some individual contract total returns are not within the ranges presented.     

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7. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS                                   

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004                            

                                                        [Enlarge/Download Table]

                                                    CAPITAL                     HIGH YIELD                   MANAGED         
                                               APPRECIATION FUND                BOND TRUST                ASSETS TRUST       
                                          --------------------------   -------------------------  -------------------------- 
                                              2005           2004          2005          2004         2005           2004    
                                              ----           ----          ----          ----         ----           ----    
                                                                                                                             
Accumulation and annuity units                                                                                               
  beginning of year ....................   23,521,086     26,792,017         1,000            --      237,059             -- 
Accumulation units purchased and                                                                                             
  transferred from other funding options      502,193        525,793        84,854         1,000        6,537        241,718 
Accumulation units redeemed and                                                                                              
  transferred to other funding options .   (3,429,827)    (3,795,166)           --            --      (70,939)        (4,659)
Annuity units ..........................         (662)        (1,558)           --            --           --             -- 
                                          -----------    -----------   -----------   -----------  -----------    ----------- 
Accumulation and annuity units                                                                                               
  end of year ..........................   20,592,790     23,521,086        85,854         1,000      172,657        237,059 
                                          ===========    ===========   ===========   ===========  ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                                 AIM V.I.                ALLIANCEBERNSTEIN    
                                                                                 PREMIER                    LARGE-CAP         
                                                 MONEY MARKET                 EQUITY FUND -             GROWTH PORTFOLIO -    
                                                  PORTFOLIO                      SERIES I                    CLASS B          
                                          --------------------------   -------------------------   -------------------------- 
                                              2005           2004          2005          2004          2005           2004    
                                              ----           ----          ----          ----          ----           ----    
                                                                                                                              
Accumulation and annuity units                                                                                                
  beginning of year ....................   19,531,889     26,074,317     6,217,755     6,961,997    14,332,223     16,035,034 
Accumulation units purchased and                                                                                              
  transferred from other funding options    8,088,347     15,660,795        31,573       113,828       238,528        588,173 
Accumulation units redeemed and                                                                                               
  transferred to other funding options .  (12,394,983)   (22,203,223)     (815,051)     (858,070)   (2,242,373)    (2,290,984)
Annuity units ..........................           --             --            --            --            --             -- 
                                          -----------    -----------   -----------   -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                
  end of year ..........................   15,225,253     19,531,889     5,434,277     6,217,755    12,328,378     14,332,223 
                                          ===========    ===========   ===========   ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                     GLOBAL                                                                   
                                                 GROWTH FUND -                GROWTH FUND -                GROWTH-INCOME      
                                                CLASS 2 SHARES               CLASS 2 SHARES           FUND - CLASS 2 SHARES   
                                          --------------------------   -------------------------   -------------------------- 
                                              2005           2004          2005          2004          2005           2004    
                                              ----           ----          ----          ----          ----           ----    
                                                                                                                              
Accumulation and annuity units                                                                                                
  beginning of year ....................       10,485         15,821        27,837        78,806       791,965        353,353 
Accumulation units purchased and                                                                                              
  transferred from other funding options      114,902          2,444       431,361        24,227       275,581        559,604 
Accumulation units redeemed and                                                                                               
  transferred to other funding options .      (55,841)        (7,780)      (24,287)      (75,196)     (135,323)      (120,992)
Annuity units ..........................           --             --            --            --            --             -- 
                                          -----------    -----------   -----------   -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                
  end of year ..........................       69,546         10,485       434,911        27,837       932,223        791,965 
                                          ===========    ===========   ===========   ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                 CREDIT SUISSE                 DELAWARE VIP                DREYFUS VIF -      
                                                TRUST EMERGING                REIT SERIES -          APPRECIATION PORTFOLIO - 
                                               MARKETS PORTFOLIO              STANDARD CLASS              INITIAL SHARES      
                                          --------------------------   -------------------------   -------------------------- 
                                              2005           2004          2005          2004          2005           2004    
                                              ----           ----          ----          ----          ----           ----    
                                                                                                                              
Accumulation and annuity units                                                                                                
  beginning of year ....................    1,952,627      2,026,929     4,937,447     4,722,446     9,145,565     10,334,514 
Accumulation units purchased and                                                                                              
  transferred from other funding options      885,987        779,192       493,117       988,020       215,770        381,960 
Accumulation units redeemed and                                                                                               
  transferred to other funding options .     (824,209)      (853,494)   (1,164,813)     (773,019)   (1,545,492)    (1,570,909)
Annuity units ..........................           --             --            --            --            --             -- 
                                          -----------    -----------   -----------   -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                
  end of year ..........................    2,014,405      1,952,627     4,265,751     4,937,447     7,815,843      9,145,565 
                                          ===========    ===========   ===========   ===========   ===========    =========== 

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7. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS                                   

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 (CONTINUED)                

                                                        [Enlarge/Download Table]

                                                                                                         MERCURY VALUE        
                                                  DREYFUS VIF -               MERCURY GLOBAL             OPPORTUNITIES        
                                               DEVELOPING LEADERS         ALLOCATION V.I. FUND -           V.I. FUND -        
                                           PORTFOLIO - INITIAL SHARES           CLASS III                  CLASS III          
                                           --------------------------   --------------------------  --------------------------
                                               2005           2004          2005           2004         2005           2004   
                                               ----           ----          ----           ----         ----           ----   
                                                                                                                              
Accumulation and annuity units                                                                                                
  beginning of year ......................  12,656,903     13,890,328         1,000          1,000        1,000          1,000
Accumulation units purchased and                                                                                              
  transferred from other funding options .     546,594        792,115        54,042             --        8,468             --
Accumulation units redeemed and                                                                                               
  transferred to other funding options ...  (1,954,571)    (2,025,540)          (23)            --          (13)            --
Annuity units ............................          --             --            --             --           --             --
                                           -----------    -----------   -----------    -----------  -----------    -----------
Accumulation and annuity units                                                                                                
  end of year ............................  11,248,926     12,656,903        55,019          1,000        9,455          1,000
                                           ===========    ===========   ===========    ===========  ===========    ===========

                                                        [Enlarge/Download Table]

                                                 MUTUAL SHARES            TEMPLETON DEVELOPING            TEMPLETON FOREIGN    
                                                SECURITIES FUND -           MARKETS SECURITIES            SECURITIES FUND -    
                                                 CLASS 2 SHARES           FUND - CLASS 2 SHARES            CLASS 2 SHARES      
                                           --------------------------   --------------------------   --------------------------
                                               2005           2004          2005           2004          2005           2004   
                                               ----           ----          ----           ----          ----           ----   
                                                                                                                               
Accumulation and annuity units                                                                                                 
  beginning of year ......................     381,838        322,440        52,098          1,000        22,145             --
Accumulation units purchased and                                                                                               
  transferred from other funding options .     149,383        332,212       490,627         51,099       349,825         22,145
Accumulation units redeemed and                                                                                                
  transferred to other funding options ...     (86,914)      (272,814)      (98,642)            (1)     (132,528)            --
Annuity units ............................          --             --            --             --            --             --
                                           -----------    -----------   -----------    -----------   -----------    -----------
Accumulation and annuity units                                                                                                 
  end of year ............................     444,307        381,838       444,083         52,098       239,442         22,145
                                           ===========    ===========   ===========    ===========   ===========    ===========

                                                        [Enlarge/Download Table]

                                              TEMPLETON GROWTH                                                                  
                                               SECURITIES FUND -                                        DIVERSIFIED STRATEGIC   
                                                CLASS 2 SHARES            APPRECIATION PORTFOLIO          INCOME PORTFOLIO      
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................     352,867        217,709    15,961,895     16,954,979     8,191,128     10,456,243 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     429,410        183,749       599,004        969,238       234,920        298,186 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...    (128,980)       (48,591)   (1,670,729)    (1,959,617)   (1,465,425)    (2,563,301)
Annuity units ............................          --             --        (1,609)        (2,705)           --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................     653,297        352,867    14,888,561     15,961,895     6,960,623      8,191,128 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                                                          SALOMON BROTHERS      
                                                                                                        VARIABLE AGGRESSIVE     
                                            EQUITY INDEX PORTFOLIO -           FUNDAMENTAL                 GROWTH FUND -        
                                                 CLASS II SHARES              VALUE PORTFOLIO             CLASS I SHARES        
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................  16,142,656     16,371,968    25,754,075     26,495,994     1,119,286        375,538 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     592,720      1,818,852       673,092      2,019,387       645,635        768,491 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...  (2,227,702)    (2,048,164)   (2,909,828)    (2,761,306)      (37,525)       (24,743)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................  14,507,674     16,142,656    23,517,339     25,754,075     1,727,396      1,119,286 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

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7. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS                                   

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 (CONTINUED)                

                                                        [Enlarge/Download Table]

                                               SALOMON BROTHERS                                                                 
                                               VARIABLE GROWTH &                                                                
                                                 INCOME FUND -             BALANCED PORTFOLIO -          FORTY PORTFOLIO -      
                                                CLASS I SHARES                SERVICE SHARES              SERVICE SHARES        
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................      32,170         62,457    13,602,636     15,398,836       939,662      1,034,012 
Accumulation units purchased and                                                                                                
  transferred from other funding options .      19,811         63,827       416,809        923,674       255,185         70,078 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...      (6,452)       (94,114)   (2,009,482)    (2,719,874)     (105,108)      (164,428)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................      45,529         32,170    12,009,963     13,602,636     1,089,739        939,662 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                   GLOBAL LIFE                   GLOBAL                       MID CAP           
                                               SCIENCES PORTFOLIO -       TECHNOLOGY PORTFOLIO -          VALUE PORTFOLIO -     
                                                  SERVICE SHARES              SERVICE SHARES                SERVICE SHARES      
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................   3,486,103      3,646,265    10,164,742     10,051,241       475,217        420,787 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     263,698        358,714       894,051      2,881,137        59,331         76,088 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...    (584,735)      (518,876)   (3,124,268)    (2,767,636)      (73,282)       (21,658)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................   3,165,066      3,486,103     7,934,525     10,164,742       461,266        475,217 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                   WORLDWIDE                     LAZARD                                         
                                               GROWTH PORTFOLIO -            RETIREMENT SMALL                GROWTH AND         
                                                 SERVICE SHARES               CAP PORTFOLIO               INCOME PORTFOLIO      
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................  13,051,668     14,121,505        34,334          3,786       204,892         74,814 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     862,231        629,477        66,821         33,915        84,471        133,565 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...  (2,496,075)    (1,699,314)      (34,048)        (3,367)      (60,885)        (3,487)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................  11,417,824     13,051,668        67,107         34,334       228,478        204,892 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                    MID-CAP                      DIVIDEND                                       
                                                 VALUE PORTFOLIO              GROWTH PORTFOLIO            EQUITY PORTFOLIO      
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................      97,286         52,697       303,970          1,000       148,601          2,000 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     171,456         70,505       234,256        326,354        30,247        148,743 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...     (82,124)       (25,916)       (4,972)       (23,384)       (7,973)        (2,142)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................     186,618         97,286       533,254        303,970       170,875        148,601 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

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7. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS                                   

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 (CONTINUED)                

                                                        [Enlarge/Download Table]

                                                                              OPPENHEIMER                                       
                                                                              MAIN STREET                                       
                                                    S&P 500                     FUND/VA -              REAL RETURN PORTFOLIO -  
                                                 INDEX PORTFOLIO             SERVICE SHARES             ADMINISTRATIVE CLASS    
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................   1,037,748        174,820        32,693             --       564,230         64,106 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     650,023        865,000        14,848         32,695       255,427        981,271 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...    (701,476)        (2,072)          (35)            (2)     (286,516)      (481,147)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................     986,295      1,037,748        47,506         32,693       533,141        564,230 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                                PUTNAM VT                   PUTNAM VT           
                                                                                DISCOVERY                 INTERNATIONAL         
                                            TOTAL RETURN PORTFOLIO -           GROWTH FUND -               EQUITY FUND -        
                                              ADMINISTRATIVE CLASS            CLASS IB SHARES             CLASS IB SHARES       
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................  18,738,814     20,964,194       306,260        310,382     2,071,240      1,972,360 
Accumulation units purchased and                                                                                                
  transferred from other funding options .   1,750,354      2,357,086        61,083         16,246       686,588        518,840 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...  (3,532,043)    (4,582,466)      (94,900)       (20,368)     (625,991)      (419,960)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................  16,957,125     18,738,814       272,443        306,260     2,131,837      2,071,240 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                  PUTNAM VT                                                                     
                                                  SMALL CAP                                                 HIGH YIELD          
                                                  VALUE FUND -                 ALL CAP FUND -               BOND FUND -         
                                                CLASS IB SHARES                  CLASS I                      CLASS I           
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................   1,635,784      1,611,532    13,662,181     13,509,757     2,049,463      1,285,223 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     163,415        412,468       862,337      2,000,203       818,172        926,785 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...    (349,245)      (388,216)   (1,851,450)    (1,847,779)     (232,425)      (162,545)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................   1,449,954      1,635,784    12,673,068     13,662,181     2,635,210      2,049,463 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                                LARGE CAP                    SMALL CAP          
                                                INVESTORS FUND -               GROWTH FUND -                GROWTH FUND -       
                                                     CLASS I                      CLASS I                     CLASS I           
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................  18,355,382     19,490,463       859,077        207,639     4,007,889      3,126,891 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     355,261      1,047,693       371,748        667,419       831,669      1,627,132 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...  (2,540,495)    (2,182,774)     (181,865)       (15,981)   (1,145,309)      (746,134)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................  16,170,148     18,355,382     1,048,960        859,077     3,694,249      4,007,889 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

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7. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS                                   

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 (CONTINUED)                

                                                        [Enlarge/Download Table]

                                                                                                              SCUDDER           
                                                                               GROWTH AND                  INTERNATIONAL        
                                              STRATEGIC BOND FUND -         INCOME PORTFOLIO -             SELECT EQUITY        
                                                    CLASS I                     CLASS B                 PORTFOLIO - CLASS B     
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................   5,515,704      3,592,363       350,105         17,979     1,215,187        186,350 
Accumulation units purchased and                                                                                                
  transferred from other funding options .   1,895,745      2,301,130       160,521        346,871     1,079,593      1,033,233 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...    (854,915)      (377,789)        2,168        (14,745)      (27,664)        (4,396)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................   6,556,534      5,515,704       512,794        350,105     2,267,116      1,215,187 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                                                              DISCIPLINED       
                                                  AIM CAPITAL                  CONVERTIBLE                     MID CAP          
                                             APPRECIATION PORTFOLIO         SECURITIES PORTFOLIO            STOCK PORTFOLIO     
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................   4,786,685      4,580,866    10,412,655     11,002,618     5,376,428      5,604,239 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     398,860        859,682       131,684        881,075       196,130        409,571 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...  (1,016,672)      (653,863)   (1,637,171)    (1,471,038)     (784,341)      (637,382)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................   4,168,873      4,786,685     8,907,168     10,412,655     4,788,217      5,376,428 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                                FEDERATED                                       
                                                  EQUITY INCOME                HIGH YIELD                 FEDERATED STOCK       
                                                    PORTFOLIO                  PORTFOLIO                    PORTFOLIO           
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................  25,229,136     26,533,293    10,073,397     11,303,468     5,118,790      5,610,148 
Accumulation units purchased and                                                                                                
  transferred from other funding options .   1,909,506      2,462,356       485,548        985,138       138,395        217,572 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...  (4,469,945)    (3,766,513)   (1,829,303)    (2,215,209)   (1,082,337)      (708,930)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................  22,668,697     25,229,136     8,729,642     10,073,397     4,174,848      5,118,790 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                              MERCURY LARGE CAP            MFS EMERGING         
                                              LARGE CAP PORTFOLIO              CORE PORTFOLIO            GROWTH PORTFOLIO       
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................  19,283,016     20,518,393     2,297,810      2,625,837    11,764,195     13,048,319 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     809,022      1,319,491       111,416         57,881        23,903        360,767 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...  (3,322,350)    (2,554,434)     (556,060)      (385,908)  (11,788,074)    (1,643,487)
Annuity units ............................          --           (434)           --             --           (24)        (1,404)
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................  16,769,688     19,283,016     1,853,166      2,297,810            --     11,764,195 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

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7. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS                                   

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 (CONTINUED)                

                                                        [Enlarge/Download Table]

                                                   MFS MID CAP                   MFS TOTAL                    MFS VALUE         
                                                GROWTH PORTFOLIO             RETURN PORTFOLIO                PORTFOLIO          
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................  14,998,526     16,279,619    41,781,574     42,575,234        50,550             -- 
Accumulation units purchased and                                                                                                
  transferred from other funding options .  14,914,689        841,506     3,255,741      4,163,082        99,229         51,782 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...  (4,687,322)    (2,122,599)   (7,383,730)    (4,955,270)      (40,572)        (1,232)
Annuity units ............................        (324)            --        (1,443)        (1,472)           --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................  25,225,569     14,998,526    37,652,142     41,781,574       109,207         50,550 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                   MONDRIAN                                                                     
                                                INTERNATIONAL                  PIONEER FUND                PIONEER STRATEGIC    
                                               STOCK PORTFOLIO                  PORTFOLIO                  INCOME PORTFOLIO     
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................  11,680,222     12,064,905        10,101          5,429     1,925,461      2,160,723 
Accumulation units purchased and                                                                                                
  transferred from other funding options .   1,255,231      1,161,556        10,815          4,682       308,796        241,880 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...  (1,925,057)    (1,546,239)       (1,403)           (10)     (474,110)      (476,744)
Annuity units ............................          --             --            --             --          (404)          (398)
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................  11,010,396     11,680,222        19,513         10,101     1,759,743      1,925,461 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                            STYLE FOCUS SERIES:                                
                                                 STRATEGIC EQUITY               SMALL CAP               TRAVELERS QUALITY      
                                                    PORTFOLIO                VALUE PORTFOLIO             BOND PORTFOLIO        
                                           --------------------------   --------------------------  -------------------------- 
                                               2005           2004          2005           2004         2005           2004    
                                               ----           ----          ----           ----         ----           ----    
                                                                                                                               
Accumulation and annuity units                                                                                                 
  beginning of year ......................  20,037,994     22,810,277            --             --   30,872,169     36,707,957 
Accumulation units purchased and                                                                                               
  transferred from other funding options .     135,964        250,657        97,835             --      512,723        897,576 
Accumulation units redeemed and                                                                                                
  transferred to other funding options ...  (3,746,325)    (3,021,707)           (1)            --   (7,337,495)    (6,732,995)
Annuity units ............................        (285)        (1,233)           --             --         (374)          (369)
                                           -----------    -----------   -----------    -----------  -----------    ----------- 
Accumulation and annuity units                                                                                                 
  end of year ............................  16,427,348     20,037,994        97,834             --   24,047,023     30,872,169 
                                           ===========    ===========   ===========    ===========  ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                                 CORE PLUS                EMERGING MARKETS      
                                                  U.S. GOVERNMENT        FIXED INCOME PORTFOLIO -        EQUITY PORTFOLIO -     
                                               SECURITIES PORTFOLIO              CLASS II                     CLASS I           
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................      10,705             --     2,212,288        327,727     1,178,780        671,085 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     102,836         10,874     2,083,128      1,934,579       432,562        616,903 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...      (9,609)          (169)      (83,763)       (50,018)     (152,016)      (109,208)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................     103,932         10,705     4,211,653      2,212,288     1,459,326      1,178,780 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

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7. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS                                   

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 (CONTINUED)                

                                                        [Enlarge/Download Table]

                                                    EQUITY AND                                                                 
                                               INCOME PORTFOLIO -              EQUITY GROWTH              GLOBAL FRANCHISE     
                                                    CLASS II               PORTFOLIO - CLASS I          PORTFOLIO - CLASS II   
                                           --------------------------   --------------------------   --------------------------
                                               2005           2004          2005           2004          2005           2004   
                                               ----           ----          ----           ----          ----           ----   
                                                                                                                               
Accumulation and annuity units                                                                                                 
  beginning of year ......................   2,606,846        505,085     2,264,437      2,064,721     2,966,184        317,386
Accumulation units purchased and                                                                                               
  transferred from other funding options .   1,333,490      2,153,794       217,779        508,414     2,988,248      2,646,645
Accumulation units redeemed and                                                                                                
  transferred to other funding options ...    (120,586)       (52,033)     (250,523)      (308,698)     (270,689)         2,153
Annuity units ............................          --             --            --             --            --             --
                                           -----------    -----------   -----------    -----------   -----------    -----------
Accumulation and annuity units                                                                                                 
  end of year ............................   3,819,750      2,606,846     2,231,693      2,264,437     5,683,743      2,966,184
                                           ===========    ===========   ===========    ===========   ===========    ===========

                                                        [Enlarge/Download Table]

                                                    GLOBAL VALUE                   MID CAP                  SMALL COMPANY       
                                                EQUITY PORTFOLIO -           GROWTH PORTFOLIO -          GROWTH PORTFOLIO -     
                                                      CLASS I                     CLASS I                     CLASS II          
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................   2,672,631      1,820,038     1,845,230      1,659,982       468,018         64,937 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     786,981      1,137,898       324,479        307,761       499,573        410,992 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...    (285,849)      (285,305)     (196,914)      (122,513)      (46,010)        (7,911)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................   3,173,763      2,672,631     1,972,795      1,845,230       921,581        468,018 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                                U.S. MID CAP                                    
                                             TECHNOLOGY PORTFOLIO -          VALUE PORTFOLIO -             U.S. REAL ESTATE     
                                                    CLASS I                       CLASS I                PORTFOLIO - CLASS I    
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................   1,271,946      1,510,351     2,694,184      2,438,630     1,921,240      1,442,954 
Accumulation units purchased and                                                                                                
  transferred from other funding options .       2,293         17,566       334,756        557,279       566,017      1,030,999 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...    (341,496)      (255,971)     (325,816)      (301,725)     (312,832)      (552,713)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................     932,743      1,271,946     2,703,124      2,694,184     2,174,425      1,921,240 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                            SB ADJUSTABLE RATE               SMITH BARNEY       
                                              VALUE PORTFOLIO -             INCOME PORTFOLIO -            AGGRESSIVE GROWTH     
                                                   CLASS I                    CLASS I SHARES                  PORTFOLIO         
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................   2,173,216      1,812,166       108,250         13,710    32,536,441     32,805,043 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     435,128        593,770       281,200        124,918     1,390,004      2,782,222 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...    (365,464)      (232,720)     (189,947)       (30,378)   (3,639,025)    (3,050,824)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................   2,242,880      2,173,216       199,503        108,250    30,287,420     32,536,441 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

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7. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS                                   

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 (CONTINUED)                

                                                        [Enlarge/Download Table]

                                                    SMITH BARNEY                                                               
                                               LARGE CAPITALIZATION           SOCIAL AWARENESS          COMSTOCK PORTFOLIO -   
                                                 GROWTH PORTFOLIO             STOCK PORTFOLIO              CLASS I SHARES      
                                           --------------------------   --------------------------  -------------------------- 
                                               2005           2004          2005           2004         2005           2004    
                                               ----           ----          ----           ----         ----           ----    
                                                                                                                               
Accumulation and annuity units                                                                                                 
  beginning of year ......................   4,478,365      4,314,762         3,000             --      354,009        346,971 
Accumulation units purchased and                                                                                               
  transferred from other funding options .     626,123        875,915            --          3,000       80,085         36,592 
Accumulation units redeemed and                                                                                                
  transferred to other funding options ...    (783,062)      (712,312)       (3,000)            --      (19,991)       (29,554)
Annuity units ............................          --             --            --             --           --             -- 
                                           -----------    -----------   -----------    -----------  -----------    ----------- 
Accumulation and annuity units                                                                                                 
  end of year ............................   4,321,426      4,478,365            --          3,000      414,103        354,009 
                                           ===========    ===========   ===========    ===========  ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                                   EMERGING                    EMERGING         
                                               COMSTOCK PORTFOLIO -           GROWTH PORTFOLIO -          GROWTH PORTFOLIO -    
                                                 CLASS II SHARES                CLASS I SHARES             CLASS II SHARES      
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................  16,408,449     11,514,823       618,881        698,741     5,749,444      4,598,748 
Accumulation units purchased and                                                                                                
  transferred from other funding options .   5,354,485      6,328,136            29             90       720,226      1,981,144 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...  (1,970,630)    (1,434,510)      (93,682)       (79,950)     (616,618)      (830,448)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................  19,792,304     16,408,449       525,228        618,881     5,853,052      5,749,444 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                             ENTERPRISE PORTFOLIO -        ENTERPRISE PORTFOLIO -       GOVERNMENT PORTFOLIO -  
                                                CLASS I SHARES                CLASS II SHARES               CLASS I SHARES      
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................     927,896        992,693     1,418,465      1,158,710       951,033      1,195,094 
Accumulation units purchased and                                                                                                
  transferred from other funding options .          --            137        59,353        429,731           660         20,353 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...    (257,359)       (64,934)     (267,216)      (169,976)     (174,814)      (264,414)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................     670,537        927,896     1,210,602      1,418,465       776,879        951,033 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                                                 GROWTH AND                  GROWTH AND         
                                              GOVERNMENT PORTFOLIO -         INCOME PORTFOLIO -          INCOME PORTFOLIO -     
                                                 CLASS II SHARES               CLASS I SHARES             CLASS II SHARES       
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................   6,202,011      6,451,243     1,079,607      1,137,611     7,608,737      5,584,722 
Accumulation units purchased and                                                                                                
  transferred from other funding options .     490,057        892,912        17,250          9,652     1,427,023      2,657,746 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...    (665,299)    (1,142,144)     (175,105)       (67,656)     (519,938)      (633,731)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................   6,026,769      6,202,011       921,752      1,079,607     8,515,822      7,608,737 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

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7. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS                                   

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 (CONTINUED)                

                                                        [Enlarge/Download Table]

                                            MONEY MARKET PORTFOLIO -      MONEY MARKET PORTFOLIO -    CONTRAFUND(R) PORTFOLIO - 
                                                CLASS I SHARES                CLASS II SHARES            SERVICE CLASS 2        
                                           --------------------------   --------------------------   -------------------------- 
                                               2005           2004          2005           2004          2005           2004    
                                               ----           ----          ----           ----          ----           ----    
                                                                                                                                
Accumulation and annuity units                                                                                                  
  beginning of year ......................   1,485,737      1,690,655     5,861,835      5,545,322    15,103,720     12,068,165 
Accumulation units purchased and                                                                                                
  transferred from other funding options .       6,891         30,249     2,667,725      3,496,039     6,798,669      4,513,926 
Accumulation units redeemed and                                                                                                 
  transferred to other funding options ...    (117,085)      (235,167)   (3,374,493)    (3,179,526)   (1,652,179)    (1,478,371)
Annuity units ............................          --             --            --             --            --             -- 
                                           -----------    -----------   -----------    -----------   -----------    ----------- 
Accumulation and annuity units                                                                                                  
  end of year ............................   1,375,543      1,485,737     5,155,067      5,861,835    20,250,210     15,103,720 
                                           ===========    ===========   ===========    ===========   ===========    =========== 

                                                        [Enlarge/Download Table]

                                                DYNAMIC CAPITAL                                    
                                           APPRECIATION PORTFOLIO -       MID CAP PORTFOLIO -      
                                                SERVICE CLASS 2            SERVICE CLASS 2         
                                          --------------------------  ---------------------------- 
                                              2005            2004           2005           2004   
                                              ----            ----           ----           ----   
                                                                                                   
Accumulation and annuity units                                                                     
  beginning of year ....................      475,514        426,316      9,819,424      7,323,575 
Accumulation units purchased and                                                                   
  transferred from other funding options       30,439        208,116      3,899,022      3,901,238 
Accumulation units redeemed and                                                                    
  transferred to other funding options .      (63,626)      (158,918)    (1,362,634)    (1,405,389)
Annuity units ..........................           --             --             --             -- 
                                          -----------    -----------    -----------    ----------- 
Accumulation and annuity units                                                                     
  end of year ..........................      442,327        475,514     12,355,812      9,819,424 
                                          ===========    ===========    ===========    =========== 

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INDEPENDENT AUDITORS
--------------------

 DELOITTE & TOUCHE LLP
Tampa, Florida

KPMG LLP
 Hartford, Connecticut

ABD (Annual) (12-05) Printed in U.S.A.                                          

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
Reports of Independent Registered Public Accounting Firms...   F-1
Financial Statements as of December 31, 2005 (SUCCESSOR) and      
  2004 (PREDECESSOR) and for the six months ended December        
  31, 2005 (SUCCESSOR) and June 30, 2005 (PREDECESSOR) and        
  for each of the years ended December 31, 2004                   
  (PREDECESSOR) and 2003 (PREDECESSOR):                           
  Consolidated Balance Sheets...............................   F-4
  Consolidated Statements of Income.........................   F-5
  Consolidated Statements of Stockholder's Equity...........   F-6
  Consolidated Statements of Cash Flows.....................   F-7
  Notes to Consolidated Financial Statements................   F-9
Financial Statement Schedules as of December 31, 2005             
  (SUCCESSOR) and 2004 (PREDECESSOR) and for the six months       
  ended December 31, 2005 (SUCCESSOR) and June 30, 2005           
  (PREDECESSOR) and for the years ended December 31, 2004         
  (PREDECESSOR) and 2003 (PREDECESSOR):                           
  Schedule I -- Consolidated Summary of Investments -- Other      
     Than Investments in Affiliates.........................  F-72
  Schedule III -- Consolidated Supplementary Insurance            
     Information............................................  F-73
  Schedule IV -- Consolidated Reinsurance...................  F-75

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

The Board of Directors and Stockholder of                                       
The Travelers Insurance Company:                                                

We have audited the accompanying consolidated balance sheet of The    
Travelers Insurance Company and subsidiaries (the "Company") as of December 31, 
2005 (SUCCESSOR), and the related consolidated statements of income,            
stockholder's equity, and cash flows for the six months ended December 31, 2005 
(SUCCESSOR), and June 30, 2005 (PREDECESSOR). Our audit also included the       
consolidated financial statement schedules as of December 31, 2005 (SUCCESSOR), 
and the six months ended December 31, 2005 (SUCCESSOR), and June 30, 2005       
(PREDECESSOR), listed in the accompanying index. These consolidated financial   
statements and consolidated financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on the 
consolidated financial statements and consolidated financial statement schedules
based on our audit. The consolidated financial statements and consolidated      
financial statement schedules of the Company as of December 31, 2004            
(PREDECESSOR), and for the years ended December 31, 2004 (PREDECESSOR) and 2003 
(PREDECESSOR), were audited by other auditors whose report, dated March 28,     
2005, expressed an unqualified opinion on those statements and included an      
explanatory paragraph regarding the Company's change of its accounting method   
for certain non-traditional long duration contracts and separate accounts in    
2004 and for variable interest entities in 2003.                                

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

   In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of The Travelers     
Insurance Company and subsidiaries as of December 31, 2005 (SUCCESSOR), and the 
results of their operations and their cash flows for the six months ended       
December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR), in conformity   
with accounting principles generally accepted in the United States of America.  
Also, in our opinion, such consolidated financial statement schedules, when     
considered in relation to the basic consolidated financial statements taken as a
whole, present fairly, in all material respects, the information set forth      
therein as of December 31, 2005 (SUCCESSOR), and for the six months ended       
December 31, 2005 (SUCCESSOR), and June 30, 2005 (PREDECESSOR).                 

As described in Note 1 to the consolidated financial statements, the  
Company was acquired by MetLife, Inc. on July 1, 2005. As required by the U.S.  
Securities and Exchange Commission Staff Accounting Bulletin Topic 5-J, Push    
Down Basis of Accounting Required in Certain Limited Circumstances, the purchase
method of accounting was applied to the assets and liabilities of the Company,  
and such assets and liabilities were measured at their fair values as of the    
acquisition date in conformity with Statement of Financial Accounting Standards 
No. 141, Business Combinations. The accompanying consolidated financial         
statements for periods prior and subsequent to the acquisition date are labeled 
"PREDECESSOR" and "SUCCESSOR," respectively.                                    

/s/ DELOITTE & TOUCHE LLP                                                       
--------------------------------------                                          
DELOITTE & TOUCHE LLP                                                           

New York, New York                                                              
March 29, 2006                                                                  

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

The Board of Directors and Stockholder                                          
The Travelers Insurance Company:                                                

We have audited the accompanying consolidated balance sheet of The    
Travelers Insurance Company and subsidiaries as of December 31, 2004            
(PREDECESSOR) and the related consolidated statements of income, stockholder's  
equity, and cash flows for each of the years in the two-year period ended       
December 31, 2004 (PREDECESSOR). These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an 
opinion on these consolidated financial statements based on our audits.         

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

 In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The         
Travelers Insurance Company and subsidiaries as of December 31, 2004 and the    
results of their operations and their cash flows for each of the years in the   
two-year period ended December 31, 2004, in conformity with U.S. generally      
accepted accounting principles.                                                 

As discussed in Note 2 to the consolidated financial statements, the  
Company changed its methods of accounting and reporting for certain             
nontraditional long-duration contracts and for separate accounts in 2004 and    
variable interest entities in 2003.                                             

/s/ KPMG LLP                                                                    
KPMG LLP                                                                        

Hartford, Connecticut                                                           
March 28, 2005                                                                  

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

The Board of Directors and Stockholder                                          
The Travelers Insurance Company:                                                

     Under date of March 28, 2005, we reported on the consolidated balance sheet
of The Travelers Insurance Company and subsidiaries as of December 31, 2004     
(PREDECESSOR) and the related consolidated statements of income, stockholder's  
equity and cash flows for each of the years in the two-year period ended        
December 31, 2004 (PREDECESSOR), which are included in the Form 10-K. In        
connection with our audits of the aforementioned consolidated financial         
statements, we also audited the related consolidated financial statement        
schedules as listed in the accompanying index. These financial statement        
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statement schedules based on our    
audits.                                                                         

In our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,       
present fairly, in all material respects, the information set forth therein.    

As discussed in Note 2 to the consolidated financial statements, the  
Company changed its methods of accounting and reporting for certain             
nontraditional long-duration contracts and for separate accounts in 2004 and    
variable interest entities in 2003.                                             

/s/ KPMG LLP                                                                    

KPMG LLP                                                                        
Hartford, Connecticut                                                           
March 28, 2005                                                                  

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THE TRAVELERS INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife, Inc.)

CONSOLIDATED BALANCE SHEETS 
DECEMBER 31, 2005 AND 2004

(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)

                                                        [Enlarge/Download Table]

                                                               SUCCESSOR    PREDECESSOR 
                                                              ------------  ------------
                                                              DECEMBER 31,  DECEMBER 31,
                                                                  2005          2004    
                                                              ------------  ------------
                                                                                        
ASSETS                                                                                  
Investments:                                                                            
  Fixed maturities available-for-sale, at fair value                                    
    (amortized cost: $48,848 and $40,466, respectively).....    $48,162       $ 42,621  
  Trading securities, at fair value (cost: $457 and $1,220,                             
    respectively)...........................................        452          1,346  
  Equity securities available-for-sale, at fair value (cost:                            
    $424 and $332, respectively)............................        421            374  
  Mortgage and consumer loans...............................      2,094          2,124  
  Policy loans..............................................        881          1,084  
  Real estate and real estate joint ventures                                            
    held-for-investment.....................................         96            112  
  Other limited partnership interests.......................      1,248          1,259  
  Short-term investments....................................      1,486          3,502  
  Other invested assets.....................................      1,029          4,095  
                                                                -------       --------  
    Total investments.......................................     55,869         56,517  
Cash and cash equivalents...................................        521            215  
Accrued investment income...................................        549            548  
Premiums and other receivables..............................      5,299          4,479  
Deferred policy acquisition costs and value of business                                 
  acquired..................................................      3,701          2,862  
Assets of subsidiaries transferred..........................         --         10,019  
Goodwill....................................................        856            196  
Current income tax recoverable..............................          1             --  
Deferred income tax asset...................................      1,283             --  
Other assets................................................        154            265  
Separate account assets.....................................     31,238         30,742  
                                                                -------       --------  
    Total assets............................................    $99,471       $105,843  
                                                                =======       ========  

LIABILITIES AND STOCKHOLDER'S EQUITY                                                    
Liabilities:                                                                            
  Future policy benefits....................................    $18,077       $ 12,682  
  Policyholder account balances.............................     32,986         33,755  
  Other policyholder funds..................................        287            596  
  Liabilities of subsidiaries transferred...................         --          5,745  
  Current income tax payable................................         --            305  
  Deferred income tax liability.............................         --          1,371  
  Payables for collateral under securities loaned and other                             
    transactions............................................      8,750          2,215  
  Other liabilities.........................................      1,477          4,127  
  Separate account liabilities..............................     31,238         30,742  
                                                                -------       --------  
    Total liabilities.......................................     92,815         91,538  
                                                                -------       --------  
Stockholder's Equity:                                                                   
Common stock, par value $2.50 per share; 40,000,000 shares                              
  authorized, issued and outstanding........................        100            100  
Additional paid-in capital..................................      6,684          5,449  
Retained earnings...........................................        241          7,159  
Accumulated other comprehensive (loss) income...............       (369)         1,597  
                                                                -------       --------  
    Total stockholder's equity..............................      6,656         14,305  
                                                                -------       --------  
    Total liabilities and stockholder's equity..............    $99,471       $105,843  
                                                                =======       ========  

See accompanying notes to consolidated financial statements.
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THE TRAVELERS INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife, Inc.)

CONSOLIDATED STATEMENTS OF INCOME 
FOR THE SIX MONTHS ENDED DECEMBER 31, 2005 AND JUNE 30, 2005
AND THE YEARS ENDED DECEMBER 31, 2004 AND 2003

(IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                 SUCCESSOR                 PREDECESSOR            
                                              ----------------  ----------------------------------
                                              SIX MONTHS ENDED  SIX MONTHS ENDED     YEARS ENDED  
                                                DECEMBER 31,        JUNE 30,        DECEMBER 31,  
                                              ----------------  ----------------   ---------------
                                                    2005              2005          2004     2003 
                                              ----------------  ----------------   ------   ------
                                                                                                  
REVENUES                                                                                          
Premiums.....................................      $  222            $  325        $  911   $1,082
Universal life and investment-type product                                                        
  policy fees................................         442               406           690      531
Net investment income........................       1,216             1,608         3,012    2,743
Other revenues...............................          57               113           207      143
Net investment gains (losses)................        (188)               26             9       32
                                                   ------            ------        ------   ------
       Total revenues........................       1,749             2,478         4,829    4,531
                                                   ------            ------        ------   ------
EXPENSES                                                                                          
Policyholder benefits and claims.............         523               599         1,411    1,568
Interest credited to policyholder account                                                         
  balances...................................         504               698         1,305    1,248
Other expenses...............................         383               440           762      557
                                                   ------            ------        ------   ------
       Total expenses........................       1,410             1,737         3,478    3,373
                                                   ------            ------        ------   ------
Income from continuing operations before                                                          
  provision for income taxes.................         339               741         1,351    1,158
Provision for income taxes...................          98               205           361      240
                                                   ------            ------        ------   ------
Income from continuing operations............         241               536           990      918
Income from discontinued operations, net of                                                       
  income taxes...............................          --               240           491      440
                                                   ------            ------        ------   ------
Net income...................................      $  241            $  776        $1,481   $1,358
                                                   ======            ======        ======   ======

See accompanying notes to consolidated financial statements.

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THE TRAVELERS INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife, Inc.)

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY 
FOR THE SIX MONTHS ENDED DECEMBER 31, 2005 AND JUNE 30, 2005
AND THE YEARS ENDED DECEMBER 31, 2004 AND 2003

(IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                                                             ACCUMULATED OTHER                
                                                                                        COMPREHENSIVE INCOME (LOSS)           
                                                                                        ----------------------------          
                                                                                                           FOREIGN            
                                                                  ADDITIONAL            NET UNREALIZED    CURRENCY            
                                                          COMMON   PAID-IN    RETAINED    INVESTMENT     TRANSLATION          
                                                          STOCK    CAPITAL    EARNINGS  GAINS (LOSSES)   ADJUSTMENT    TOTAL  
                                                          ------  ----------  --------  --------------   -----------  ------- 
                                                                                                                              
BALANCE AT JANUARY 1, 2003 (PREDECESSOR).................  $100    $ 5,443    $ 5,638      $   454         $   --     $11,635 
Stock option transactions, net...........................                3                                                  3 
Dividends on common stock................................                        (545)                                   (545)
Comprehensive income (loss):                                                                                                  
 Net income..............................................                       1,358                                   1,358 
 Other comprehensive income (loss):                                                                                           
   Unrealized gains (losses) on derivative instruments,                                                                       
     net of income taxes.................................                                       85                         85 
   Unrealized investment gains (losses), net of related                                                                       
     offsets and income taxes............................                                      817                        817 
   Foreign currency translation adjustments..............                                                       4           4 
                                                                                                                      ------- 
   Other comprehensive income (loss).....................                                                                 906 
                                                                                                                      ------- 
 Comprehensive income (loss).............................                                                               2,264 
                                                           ----    -------    -------      -------         ------     ------- 
BALANCE AT DECEMBER 31, 2003 (PREDECESSOR)...............   100      5,446      6,451        1,356              4      13,357 
Stock option transactions, net...........................                3                                                  3 
Dividends on common stock................................                        (773)                                   (773)
Comprehensive income (loss):                                                                                                  
 Net income..............................................                       1,481                                   1,481 
 Other comprehensive income (loss):                                                                                           
   Unrealized gains (losses) on derivative instruments,                                                                       
     net of income taxes.................................                                       98                         98 
   Unrealized investment gains (losses), net of related                                                                       
     offsets and income taxes............................                                      138                        138 
   Foreign currency translation adjustments..............                                                       1           1 
                                                                                                                      ------- 
   Other comprehensive income (loss).....................                                                                 237 
                                                                                                                      ------- 
 Comprehensive income (loss).............................                                                               1,718 
                                                           ----    -------    -------      -------         ------     ------- 
BALANCE AT DECEMBER 31, 2004 (PREDECESSOR)...............   100      5,449      7,159        1,592              5      14,305 
Stock option transactions, net...........................                3                                                  3 
Dividends on common stock................................                        (675)                                   (675)
Comprehensive income (loss):                                                                                                  
 Net income..............................................                         776                                     776 
 Other comprehensive income (loss):                                                                                           
   Unrealized gains (losses) on derivative instruments,                                                                       
     net of income taxes.................................                                       57                         57 
   Unrealized investment gains (losses), net of related                                                                       
     offsets and income taxes............................                                      (32)                       (32)
                                                                                                                      ------- 
   Other comprehensive income (loss).....................                                                                  25 
                                                                                                                      ------- 
 Comprehensive income (loss).............................                                                                 801 
Restructuring transactions, net (See Notes 10, 11, and                                                                        
 15).....................................................           (3,095)    (2,966)        (166)                    (6,227)
                                                           ----    -------    -------      -------         ------     ------- 
BALANCE AT JUNE 30, 2005 (PREDECESSOR)...................   100      2,357      4,294        1,451              5       8,207 
Effect of push down accounting of MetLife, Inc.'s                                                                             
 purchase price on The Travelers Insurance Company's net                                                                      
 assets acquired (See Note 1)............................            4,547     (4,294)      (1,451)            (5)     (1,203)
                                                           ----    -------    -------      -------         ------     ------- 
BALANCE AT JULY 1, 2005 (SUCCESSOR)......................   100      6,904         --           --             --       7,004 
Revisions of purchase price pushed down to The Travelers                                                                      
 Insurance Company's net assets acquired (See Note 1)....             (220)                                              (220)
Comprehensive income (loss):                                                                                                  
 Net income..............................................                         241                                     241 
 Other comprehensive income (loss):                                                                                           
   Unrealized investment gains (losses), net of related                                                                       
     offsets and income taxes............................                                     (371)                      (371)
   Foreign currency translation adjustments..............                                                       2           2 
                                                                                                                      ------- 
   Other comprehensive income (loss).....................                                                                (369)
                                                                                                                      ------- 
 Comprehensive income (loss).............................                                                                (128)
                                                           ----    -------    -------      -------         ------     ------- 
BALANCE AT DECEMBER 31, 2005 (SUCCESSOR).................  $100    $ 6,684    $   241      $  (371)        $    2     $ 6,656 
                                                           ====    =======    =======      =======         ======     ======= 

See accompanying notes to consolidated financial statements.

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THE TRAVELERS INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE SIX MONTHS ENDED DECEMBER 31, 2005 AND JUNE 30, 2005
AND THE YEARS ENDED DECEMBER 31, 2004 AND 2003

(IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                            SUCCESSOR                   PREDECESSOR               
                                                         ----------------  -------------------------------------- 
                                                         SIX MONTHS ENDED  SIX MONTHS ENDED       YEARS ENDED     
                                                           DECEMBER 31,        JUNE 30,          DECEMBER 31,     
                                                         ----------------  ----------------   ------------------- 
                                                               2005              2005           2004       2003   
                                                         ----------------  ----------------   --------   -------- 
                                                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES                                                                              
  Net income...........................................      $    241          $    776       $  1,481   $  1,358 
  Adjustments to reconcile net income to net cash                                                                 
    provided by operating activities:                                                                             
    Depreciation and amortization expenses.............             3                 5              4          4 
    Amortization of premiums (accretion of discounts)                                                             
      associated with investments, net.................            96               (31)           (57)       (62)
    (Gains) losses from sales of investments, net......           188               (41)           (16)       (37)
    Change in undistributed income of real estate joint                                                           
      ventures and other limited partnership                                                                      
      interests........................................           (19)              (22)           107          1 
    Interest credited to other policyholder account                                                               
      balances.........................................           504               698          1,305      1,248 
    Universal life and investment-type product policy                                                             
      fees.............................................          (442)             (448)          (781)      (606)
    Change in accrued investment income................           (55)               54            (39)       (42)
    Change in trading securities.......................           103               209            226       (232)
    Change in premiums and other receivables...........           134                17             (8)         8 
    Change in DAC and VOBA, net........................           (76)             (241)          (540)      (442)
    Change in insurance-related liabilities............           679               140            604        832 
    Change in current income taxes payable.............            54               167            340         15 
    Change in other assets.............................           494               (87)            73        (66)
    Change in other liabilities........................          (971)              (46)          (613)      (401)
    Other, net.........................................             2                58             56         14 
                                                             --------          --------       --------   -------- 
NET CASH PROVIDED BY OPERATING ACTIVITIES..............      $    935          $  1,208       $  2,142   $  1,592 
                                                             --------          --------       --------   -------- 
CASH FLOWS FROM INVESTING ACTIVITIES                                                                              
  Sales, maturities and repayments of:                                                                            
    Fixed maturities...................................      $ 22,065          $  7,437       $ 14,745   $ 22,016 
    Equity securities..................................           221               108            182        150 
    Mortgage and consumer loans........................           724               288            707        358 
    Real estate and real estate joint ventures.........            65               146            198        195 
    Other limited partnership interests................           173               125            332        239 
  Purchases of:                                                                                                   
    Fixed maturities...................................       (30,165)           (6,902)       (18,872)   (26,563)
    Equity securities..................................            --              (120)          (157)      (144)
    Mortgage and consumer loans........................          (480)             (452)          (944)      (317)
    Real estate and real estate joint ventures.........           (13)              (11)           (28)       (30)
    Other limited partnership interests................          (330)             (136)          (370)      (437)
  Policy loans.........................................             3               204             14         34 
  Net change in short-term investments.................           752             1,102           (116)       814 
  Net change in other invested assets..................           252              (206)          (152)         7 
  Other, net...........................................             3                --            130         94 
                                                             --------          --------       --------   -------- 
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES....      $ (6,730)         $  1,583       $ (4,331)  $ (3,584)
                                                             --------          --------       --------   -------- 

See accompanying notes to consolidated financial statements.
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THE TRAVELERS INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)
FOR THE SIX MONTHS ENDED DECEMBER 31, 2005 AND JUNE 30, 2005
AND THE YEARS ENDED DECEMBER 31, 2004 AND 2003

(IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                        SUCCESSOR                   PREDECESSOR               
                                                     ----------------  -------------------------------------- 
                                                     SIX MONTHS ENDED  SIX MONTHS ENDED       YEARS ENDED     
                                                       DECEMBER 31,        JUNE 30,          DECEMBER 31,     
                                                     ----------------  ----------------   ------------------- 
                                                           2005              2005           2004       2003   
                                                     ----------------  ----------------   --------   -------- 
                                                                                                              
CASH FLOWS FROM FINANCING ACTIVITIES                                                                          
  Policyholder account balances:                                                                              
    Deposits.......................................      $  7,441          $  3,252       $  9,619   $  8,326 
    Withdrawals....................................        (8,971)           (4,177)        (6,649)    (5,396)
  Net change in payables for collateral under                                                                 
    securities loaned and other transactions.......         7,478              (943)            89       (430)
  Dividends on common stock........................            --              (675)          (773)      (545)
  Restructuring transactions.......................            --              (259)            --         -- 
  Other, net.......................................           (75)               --             --         -- 
                                                         --------          --------       --------   -------- 
NET CASH PROVIDED BY (USED IN) FINANCING                                                                      
  ACTIVITIES.......................................         5,873            (2,802)         2,286      1,955 
                                                         --------          --------       --------   -------- 
Change in cash and cash equivalents................            78               (11)            97        (37)
Cash and cash equivalents, beginning of period.....           443               246            149        186 
                                                         --------          --------       --------   -------- 
CASH AND CASH EQUIVALENTS, END OF PERIOD...........      $    521          $    235       $    246   $    149 
                                                         ========          ========       ========   ======== 
Cash and cash equivalents, subsidiaries                                                                       
  transferred, beginning of period.................      $     --          $     31       $     10   $     18 
                                                         --------          --------       --------   -------- 
CASH AND CASH EQUIVALENTS, SUBSIDIARIES                                                                       
  TRANSFERRED, END OF PERIOD.......................      $     --          $     --       $     31   $     10 
                                                         ========          ========       ========   ======== 
Cash and cash equivalents, from continuing                                                                    
  operations, beginning of period..................      $    443          $    215       $    139   $    168 
                                                         --------          --------       --------   -------- 
CASH AND CASH EQUIVALENTS, FROM CONTINUING                                                                    
  OPERATIONS, END OF PERIOD........................      $    521          $    235       $    215   $    139 
                                                         ========          ========       ========   ======== 
Supplemental disclosures of cash flow information:                                                            
  Net cash paid during the period for income                                                                  
    taxes..........................................      $     90          $    406       $     93   $    309 
                                                         ========          ========       ========   ======== 
  Net cash paid during the period for income taxes,                                                           
    subsidiaries transferred.......................      $     --          $     99       $    169   $    147 
                                                         ========          ========       ========   ======== 
  Non-cash transactions during the period:                                                                    
    Business Dispositions:                                                                                    
      Assets of subsidiaries distributed to parent                                                            
         in restructuring transactions.............      $     --          $ 10,472       $     --   $     -- 
      Liabilities of subsidiaries distributed to                                                              
         parent in restructuring transactions......            --             6,014             --         -- 
                                                         --------          --------       --------   -------- 
      Net assets of subsidiaries distributed to                                                               
         parent in restructuring transactions......            --             4,458       $     --   $     -- 
      Less: cash disposed..........................            --                25       $     --   $     -- 
                                                         --------          --------       --------   -------- 
      Business dispositions, net of cash                                                                      
         disposed..................................      $     --          $  4,433       $     --   $     -- 
                                                         ========          ========       ========   ======== 
      Inclusion (reversal) of Travelers Property                                                              
         Casualty minority interest in joint                                                                  
         ventures..................................      $     --          $     --       $    (58)  $     63 
                                                         ========          ========       ========   ======== 
      Acquisition of real estate through                                                                      
         foreclosures of mortgage loans............      $     --          $     --       $     --   $     53 
                                                         ========          ========       ========   ======== 

---------------                                                                 
See Note 1 for purchase accounting adjustments.                                 
See Note 10, 11, and 15 for non-cash restructuring transactions.                

See accompanying notes to consolidated financial statements.
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THE TRAVELERS INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  ACQUISITION OF THE TRAVELERS INSURANCE COMPANY BY METLIFE, INC.             

   On July 1, 2005 (the "Acquisition Date"), The Travelers Insurance Company
("TIC," together with its subsidiaries, including The Travelers Life and Annuity
Company ("TLAC"), the "Company") and other affiliated entities, including       
substantially all of Citigroup Inc.'s ("Citigroup") international insurance     
businesses, and excluding Primerica Life Insurance Company and its subsidiaries 
("Primerica") (collectively, "Travelers"), were acquired by MetLife, Inc.       
("MetLife") from Citigroup (the "Acquisition") for $12.0 billion. MetLife is a  
leading provider of insurance and other financial services to millions of       
individual and institutional customers throughout the United States. Outside the
United States, the MetLife companies have direct insurance operations in Asia   
Pacific, Latin America and Europe.                                              

   Consideration paid by MetLife for the purchase consisted of approximately
$10.9 billion in cash and 22,436,617 shares of MetLife's common stock with a    
market value of approximately $1.0 billion to Citigroup and approximately $100  
million in other transaction costs. Consideration paid to Citigroup will be     
finalized subject to review of the June 30, 2005 financial statements of        
Travelers by both MetLife and Citigroup and interpretation of the provisions of 
the acquisition agreement, dated as of January 31, 2005 between MetLife and     
Citigroup (the "Acquisition Agreement"), by both parties.                       

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible     
Assets , the Acquisition is being accounted for by MetLife using the purchase   
method of accounting, which requires that the assets and liabilities of the     
Company be identified and measured at their fair value as of the Acquisition    
Date. As required by the U.S. Securities and Exchange Commission ("SEC") Staff  
Accounting Bulletin Topic 5-J., Push Down Basis of Accounting Required in       
Certain Limited Circumstances, the purchase method of accounting applied by     
MetLife to the acquired assets and liabilities associated with the Company has  
been "pushed down" to the consolidated financial statements of the Company,     
thereby establishing a new basis of accounting. This new basis of accounting is 
referred to as the "successor basis," while the historical basis of accounting  
is referred to as the "predecessor basis." Financial statements included herein 
for periods prior and subsequent to the Acquisition Date are labeled            
"predecessor" and "successor," respectively.                                    

Purchase Price Allocation and Goodwill -- Preliminary                       

The purchase price has been allocated to the assets acquired and      
liabilities assumed using management's best estimate of their fair values as of 
the Acquisition Date. The computation of the purchase price and the allocation  
of the purchase price to the net assets acquired based upon their respective    
fair values as of July 1, 2005, and the resulting goodwill, as revised, are     
presented below. During the fourth quarter of 2005, the Company revised the     
purchase price allocation as a result of reviews of the Company's underwriting  
criteria performed in order to refine the estimate of fair values of assumed    
future policy benefit liabilities. As a result of these reviews and actuarial   
analyses, and to be consistent with MetLife's reserving methodologies, the      
Company increased its estimate of the fair value of liabilities relating to a   
specific group of acquired life insurance policies. Consequently, the fair value
of future policy benefits assumed increased by $360 million, net of the related 
deferred tax assets of $126 million, for a net change of $234 million. The      
Company expects to complete its reviews and, if required, further refine its    
estimate of the fair value of such liabilities by June 30, 2006. Additionally,  
the Company received updated information regarding the fair values of certain   
assets and liabilities such as its investments in other limited partnerships,   
mortgage and consumer loans, other assets and other liabilities resulting in a  
change in the fair value of assets and liabilities acquired, net of their       
related deferred tax effects, of $28 million. These adjustments resulted in a   
reduction of the total net fair value of the assets acquired and liabilities    
assumed of $262 million from those initially estimated. Based upon MetLife's    
method of attributing the purchase price to the entities acquired, the portion  
of Travelers' purchase price attributed to the Company was decreased by $220    
million resulting in an increase in goodwill of $42 million.                    
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THE TRAVELERS INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

  The fair value of certain other assets acquired and liabilities assumed,
including goodwill, may be further adjusted during the allocation period due to 
finalization of the purchase price to be paid to Citigroup as noted previously, 
agreement between Citigroup and MetLife as to the tax basis purchase price to be
allocated to the acquired subsidiaries, and receipt of information regarding the
estimation of certain fair values. In no case will the adjustments extend beyond
one year from the Acquisition Date.                                             

                                                        [Enlarge/Download Table]

                                                                        SUCCESSOR               
                                                         ---------------------------------------
                                                                   AS OF JULY 1, 2005           
                                                         ---------------------------------------
                                                                      (IN MILLIONS)             
                                                                                                
TOTAL PURCHASE PRICE...................................                            $11,966      
  Purchase price attributed to other affiliates........                              5,182      
                                                                                   -------      
  Purchase price attributed to the Company.............                              6,784      
NET ASSETS ACQUIRED PRIOR TO PURCHASE ACCOUNTING                                                
  ADJUSTMENTS..........................................       $ 8,207                           
ADJUSTMENTS TO REFLECT ASSETS ACQUIRED AT FAIR                                                  
  VALUE:...............................................                                         
  Fixed maturities available-for-sale, at fair value...           (26)                          
  Mortgage loans on real estate........................            72                           
  Real estate and real estate joint ventures                                                    
     held-for-investment...............................            39                           
  Other limited partnership interests..................            48                           
  Other invested assets................................           (36)                          
  Premiums and other receivables.......................         1,001                           
  Elimination of historical deferred policy acquisition                                         
     costs.............................................        (3,052)                          
  Value of business acquired...........................         3,490                           
  Value of distribution agreements and customer                                                 
     relationships acquired............................            73                           
  Net deferred income tax asset........................         1,747                           
  Elimination of historical goodwill...................          (196)                          
  Other assets.........................................           (11)                          
ADJUSTMENTS TO REFLECT LIABILITIES ASSUMED AT FAIR                                              
  VALUE:...............................................                                         
  Future policy benefits...............................        (3,752)                          
  Policyholder account balances........................        (1,869)                          
  Other liabilities....................................           193                           
                                                              -------                           
NET FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES                                               
  ASSUMED..............................................                              5,928      
                                                                                   -------      
GOODWILL RESULTING FROM THE ACQUISITION................                            $   856      
                                                                                   =======      

     Goodwill resulting from the Acquisition has been allocated to the Company's
segments, as well as Corporate & Other, that are expected to benefit from the   
Acquisition as follows:                                                         

                                                                [Download Table]

                                                                 SUCCESSOR     
                                                             ------------------
                                                             AS OF JULY 1, 2005
                                                             ------------------
                                                               (IN MILLIONS)   
                                                                               
Institutional...............................................        $305       
Individual..................................................         159       
Corporate & Other...........................................         392       
                                                                    ----       
  TOTAL.....................................................        $856       
                                                                    ====       

   The entire amount of goodwill is expected to be deductible for income tax
purposes.                                                                       

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THE TRAVELERS INSURANCE COMPANY 
(A Wholly-Owned Subsidiary of MetLife, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Condensed Statement of Net Assets Acquired                                  

   The condensed statement of net assets acquired reflects the fair value of
the Company's net assets as of July 1, 2005 as follows:                         

                                                                [Download Table]

                                                                  SUCCESSOR     
                                                              ------------------
                                                              AS OF JULY 1, 2005
                                                              ------------------
                                                                (IN MILLIONS)   
                                                                                
ASSETS:                                                                         
Fixed maturities available-for-sale.........................       $41,210      
Trading securities..........................................           555      
Equity securities available-for-sale........................           617      
Mortgage loans on real estate...............................         2,363      
Policy loans................................................           884      
Real estate and real estate joint ventures                                      
  held-for-investment.......................................           126      
Other limited partnership interests.........................         1,120      
Short-term investments......................................         2,225      
Other invested assets.......................................         1,205      
                                                                   -------      
  Total investments.........................................        50,305      
Cash and cash equivalents...................................           443      
Accrued investment income...................................           494      
Premiums and other receivables..............................         4,688      
Value of business acquired..................................         3,490      
Goodwill....................................................           856      
Other intangible assets.....................................            73      
Deferred tax asset..........................................         1,174      
Other assets................................................           730      
Separate account assets.....................................        30,427      
                                                                   -------      
  Total assets acquired.....................................        92,680      
                                                                   -------      
LIABILITIES:                                                                    
Future policy benefits......................................        17,551      
Policyholder account balances...............................        34,251      
Other policyholder funds....................................           114      
Current income taxes payable................................            36      
Other liabilities...........................................         3,517      
Separate account liabilities................................        30,427      
                                                                   -------      
  Total liabilities assumed.................................        85,896      
                                                                   -------      
  Net assets acquired.......................................       $ 6,784      
                                                                   =======      

Other Intangible Assets                                                     

  Value of business acquired ("VOBA") reflects the estimated fair value of
in-force contracts acquired and represents the portion of the purchase price    
that is allocated to the value of the right to receive future cash              

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flows from the life insurance and annuity contracts in-force at the Acquisition 
Date. VOBA is based on actuarially determined projections, by each block of     
business, of future policy and contract charges, premiums, mortality and        
morbidity, separate account performance, surrenders, operating expenses,        
investment returns and other factors. Actual experience on the purchased        
business may vary from these projections. If estimated gross profits or premiums
differ from expectations, the amortization of VOBA is adjusted to reflect actual
experience.                                                                     

     The value of the other identifiable intangibles reflects the estimated fair
value of the Company's distribution agreements and customer relationships       
acquired at July 1, 2005 and will be amortized in relation to the expected      
economic benefits of the agreements. If actual experience under the distribution
agreements or with customer relationships differs from expectations, the        
amortization of these intangibles will be adjusted to reflect actual experience.

The use of discount rates was necessary to establish the fair value of
VOBA, as well as the other identifiable intangible assets. In selecting the     
appropriate discount rates, management considered the calculated weighted       
average cost of capital, as well as the weighted average cost of capital        
required by market participants. A discount rate of 11.5% was used to value     
these intangible assets.                                                        

   The fair value of business acquired, distribution agreements and customer
relationships acquired are as follows:                                          

                                                        [Enlarge/Download Table]

                                                            SUCCESSOR                       
                                                          -------------   WEIGHTED AVERAGE  
                                                          JULY 1, 2005   AMORTIZATION PERIOD
                                                          -------------  -------------------
                                                          (IN MILLIONS)                     
                                                                                            
Value of business acquired...............................    $3,490           16 years      
Value of distribution agreements and customer                                               
  relationships acquired.................................        73           16 years      
                                                             ------                         
  Total value of intangible assets acquired, excluding                                      
     goodwill............................................    $3,563           16 years      
                                                             ======                         

The estimated future amortization of the value of business acquired,  
distribution agreements and customer relationships acquired from 2006 to 2010 is
as follows:                                                                     

                                                                [Download Table]

                                                              (IN MILLIONS)
                                                                           
2006........................................................      $322     
2007........................................................      $316     
2008........................................................      $300     
2009........................................................      $282     
2010........................................................      $262     

2.  SUMMARY OF ACCOUNTING POLICIES                                              

BUSINESS                                                                    

  TIC is a Connecticut corporation incorporated in 1863. As described more
fully in Note 1, on July 1, 2005, TIC became a wholly-owned subsidiary of       
MetLife, a leading provider of insurance and other financial services to        
millions of individual and institutional customers throughout the United States.
Outside the United States, the MetLife companies have direct insurance          
operations in Asia Pacific, Latin America and Europe. The Company offers        
individual annuities, individual life insurance, and institutional protection   
and asset accumulation products. Prior to the Acquisition, TIC was a            
wholly-owned subsidiary of Citigroup Insurance Holding Company ("CIHC").        
Primerica was distributed via dividend from TIC to CIHC on June 30, 2005 in     

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contemplation of the Acquisition. Primerica is reported in discontinued         
operations for all periods presented. See Note 15.                              

BASIS OF PRESENTATION                                                       

    The accompanying consolidated financial statements include the accounts of
(i) the Company; (ii) partnerships and joint ventures in which the Company has  
control; and (iii) variable interest entities ("VIEs") for which the Company is 
deemed to be the primary beneficiary. Assets, liabilities, revenues and expenses
of the general account for 2005 and 2004 include amounts related to certain     
separate accounts previously reported in separate account assets and            
liabilities. See "-- Application of Recent Accounting Pronouncements."          
Intercompany accounts and transactions have been eliminated.                    

Minority interest related to consolidated entities included in other  
liabilities was $180 million and $216 million at December 31, 2005 and 2004,    
respectively.                                                                   

   As described more fully in Note 1, the application of purchase accounting
resulted in the establishment of a new basis of accounting. Consequently, all   
periods prior and subsequent to the Acquisition Date are labeled "predecessor"  
and "successor," respectively. As such periods are not prepared on a consistent 
basis, the six month period and the years prior to the Acquisition are presented
separately from the six month period subsequent to the Acquisition.             

  Certain amounts in the predecessor consolidated financial statements for
periods prior to July 1, 2005 have been reclassified to conform with the        
presentation of the successor.                                                  

Significant reclassifications to the consolidated balance sheet as of 
December 31, 2004 are as follows: (i) securities previously reported in other   
invested assets are now reported in equity securities; (ii) real estate and real
estate joint ventures previously reported in other invested assets are now      
reported in real estate and real estate joint ventures held-for-investment;     
(iii) corporate joint ventures that were previously reported in other invested  
assets are now reported in other limited partnership interests; (iv) positive   
derivative revaluation previously reported in other assets are now reported in  
other invested assets; (v) reinsurance recoverables are now reported in premiums
and other receivables; (vi) VOBA previously reported in other assets is now     
reported in deferred policy acquisition costs ("DAC"); (vii) policy and contract
claim liabilities previously reported in contractholder funds are now reported  
in other policyholder funds; (viii) balances on investment-type contracts       
previously reported in contractholder funds are now reported in policyholder    
account balances; (ix) deferred sales inducements previously reported as part of
DAC, are now reported in other assets; (x) trading securities sold and not yet  
purchased are now reported in other liabilities; and (xi) deferred profits      
previously reported as other liabilities are now reported in other policyholder 
funds.                                                                          

  Reclassifications to the consolidated statements of income for the years
ended December 31, 2004 and 2003, were primarily related to certain reinsurance 
and other revenues previously reported in general and administrative expenses   
which are now reported in other revenues. In addition, amortization of DAC is   
now reported in other expenses.                                                 

    The consolidated statements of cash flows for the years ended December 31,
2004 and 2003 have been presented using the indirect method. Reclassifications  
made to the consolidated statements of cash flows for the years ended December  
31, 2004 and 2003 primarily related to investment-type policy activity          
previously reported as cash flows from operating activities which are now       
reported as cash flows from financing activities. In addition, net changes in   
payables for securities loaned transactions were reclassified from cash flows   
from investing activities to cash flows from financing activities and accrued   
withdrawn benefits were reclassified from cash flows from financing activities  
to cash flows from operating activities. Additionally, the statement of cash    
flows for the six months ended June 30, 2005 has been restated to include the   
cash flows of discontinued operations, which were previously excluded from that 
statement.                                                                      
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SUMMARY OF CRITICAL ACCOUNTING ESTIMATES                                    

The preparation of financial statements in conformity with accounting 
principles generally accepted in the United States of America ("GAAP") requires 
management to adopt accounting policies and make estimates and assumptions that 
affect amounts reported in the consolidated financial statements. The most      
critical estimates include those used in determining: (i) investment            
impairments; (ii) the fair value of investments in the absence of quoted market 
values; (iii) application of the consolidation rules to certain investments;    
(iv) the fair value of and accounting for derivatives; (v) the capitalization   
and amortization of DAC and the establishment and amortization of VOBA; (vi) the
measurement of goodwill and related impairment, if any; (vii) the liability for 
future policyholder benefits; (viii) accounting for reinsurance transactions;   
and (ix) the liability for litigation and regulatory matters. The application of
purchase accounting requires the use of estimation techniques in determining the
fair value of the assets acquired and liabilities assumed -- the most           
significant of which relate to the aforementioned critical estimates. In        
applying these policies, management makes subjective and complex judgments that 
frequently require estimates about matters that are inherently uncertain. Many  
of these policies, estimates and related judgments are common in the insurance  
and financial services industries; others are specific to the Company's         
businesses and operations. Actual results could differ from these estimates.    

Investments                                                                 

The Company's principal investments are in fixed maturities, trading  
securities, mortgage and consumer loans, other limited partnerships and real    
estate joint ventures, all of which are exposed to three primary sources of     
investment risk: credit, interest rate and market valuation. The financial      
statement risks are those associated with the recognition of impairments and    
income, as well as the determination of fair values. The assessment of whether  
impairments have occurred is based on management's case-by-case evaluation of   
the underlying reasons for the decline in fair value. Management considers a    
wide range of factors about the security issuer and uses its best judgment in   
evaluating the cause of the decline in the estimated fair value of the security 
and in assessing the prospects for near-term recovery. Inherent in management's 
evaluation of the security are assumptions and estimates about the operations of
the issuer and its future earnings potential. Considerations used by the Company
in the impairment evaluation process include, but are not limited to: (i) the   
length of time and the extent to which the market value has been below cost or  
amortized cost; (ii) the potential for impairments of securities when the issuer
is experiencing significant financial difficulties; (iii) the potential for     
impairments in an entire industry sector or sub-sector; (iv) the potential for  
impairments in certain economically depressed geographic locations; (v) the     
potential for impairments of securities where the issuer, series of issuers or  
industry has suffered a catastrophic type of loss or has exhausted natural      
resources; (vi) the Company's ability and intent to hold the security for a     
period of time sufficient to allow for the recovery of its value to an amount   
equal to or greater than cost or amortized cost; (vii) unfavorable changes in   
forecasted cash flows on asset-backed securities; and (viii) other subjective   
factors, including concentrations and information obtained from regulators and  
rating agencies. In addition, the earnings on certain investments are dependent 
upon market conditions, which could result in prepayments and changes in amounts
to be earned due to changing interest rates or equity markets. The determination
of fair values in the absence of quoted market values is based on: (i) valuation
methodologies; (ii) securities the Company deems to be comparable; and (iii)    
assumptions deemed appropriate given the circumstances. The use of different    
methodologies and assumptions may have a material effect on the estimated fair  
value amounts. In addition, the Company enters into certain structured          
investment transactions, real estate joint ventures and limited partnerships for
which the Company may be deemed to be the primary beneficiary and, therefore,   
may be required to consolidate such investments. The accounting rules for the   
determination of the primary beneficiary are complex and require evaluation of  
the contractual rights and obligations associated with each                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

party involved in the entity, an estimate of the entity's expected losses and   
expected residual returns and the allocation of such estimates to each party.   

Derivatives                                                                 

   The Company enters into freestanding derivative transactions primarily to
manage the risk associated with variability in cash flows or changes in fair    
values related to the Company's financial assets and liabilities. The Company   
also uses derivative instruments to hedge its currency exposure associated with 
net investments in certain foreign operations. The Company also purchases       
investment securities, issues certain insurance policies and engages in certain 
reinsurance contracts that have embedded derivatives. The associated financial  
statement risk is the volatility in net income which can result from (i) changes
in fair value of derivatives not qualifying as accounting hedges; (ii)          
ineffectiveness of designated hedges; and (iii) counterparty default. In        
addition, there is a risk that embedded derivatives requiring bifurcation are   
not identified and reported at fair value in the consolidated financial         
statements. Accounting for derivatives is complex, as evidenced by significant  
authoritative interpretations of the primary accounting standards which continue
to evolve, as well as the significant judgments and estimates involved in       
determining fair value in the absence of quoted market values. These estimates  
are based on valuation methodologies and assumptions deemed appropriate under   
the circumstances. Such assumptions include estimated volatility and interest   
rates used in the determination of fair value where quoted market values are not
available. The use of different assumptions may have a material effect on the   
estimated fair value amounts.                                                   

Deferred Policy Acquisition Costs and Value of Business Acquired            

   The Company incurs significant costs in connection with acquiring new and
renewal insurance business. These costs, which vary with and are primarily      
related to the production of that business, are deferred. The recovery of DAC   
and VOBA is dependent upon the future profitability of the related business. The
amount of future profit is dependent principally on investment returns in excess
of the amounts credited to policyholders, mortality, morbidity, persistency,    
interest crediting rates, expenses to administer the business, creditworthiness 
of reinsurance counterparties and certain economic variables, such as inflation.
Of these factors, the Company anticipates that investment returns are most      
likely to impact the rate of amortization of such costs. The aforementioned     
factors enter into management's estimates of gross profits, which generally are 
used to amortize such costs. VOBA reflects the estimated fair value of in-force 
contracts in a life insurance company acquisition and represents the portion of 
the purchase price that is allocated to the value of the right to receive future
cash flows from the insurance and annuity contracts in-force at the acquisition 
date. VOBA is based on actuarially determined projections, by each block of     
business, of future policy and contract charges, premiums, mortality and        
morbidity, separate account performance, surrenders, operating expenses,        
investment returns and other factors. Actual experience on the purchased        
business may vary from these projections. Revisions to estimates result in      
changes to the amounts expensed in the reporting period in which the revisions  
are made and could result in the impairment of the asset and a charge to income 
if estimated future gross profits are less than amounts deferred. In addition,  
the Company utilizes the reversion to the mean assumption, a common industry    
practice, in its determination of the amortization of DAC and VOBA. This        
practice assumes that the expectation for long-term appreciation in equity      
markets is not changed by minor short-term market fluctuations, but that it does
change when large interim deviations have occurred.                             

Goodwill                                                                    

    Goodwill is the excess of cost over the fair value of net assets acquired.
The Company tests goodwill for impairment at least annually or more frequently  
if events or circumstances, such as adverse changes in the business climate,    
indicate that there may be justification for conducting an interim test.        
Impairment testing is performed using the fair value approach, which requires   
the use of estimates and judgment, at the "reporting                            
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

unit" level. A reporting unit is the operating segment, or a business that is   
one level below the operating segment if discrete financial information is      
prepared and regularly reviewed by management at that level. For purposes of    
goodwill impairment testing, goodwill within Corporate & Other is allocated to  
reporting units within the Company's business segments. If the carrying value of
a reporting unit's goodwill exceeds its fair value, the excess is recognized as 
an impairment and recorded as a charge against net income. The fair values of   
the reporting units are determined using a market multiple or discounted cash   
flow model. The critical estimates necessary in determining fair value are      
projected earnings, comparative market multiples and the discount rate.         

Liability for Future Policy Benefits                                        

 The Company establishes liabilities for amounts payable under insurance
policies, including traditional life insurance, traditional annuities and       
non-medical health insurance. Generally, amounts are payable over an extended   
period of time and liabilities are established based on methods and underlying  
assumptions in accordance with GAAP and applicable actuarial standards.         
Principal assumptions used in the establishment of liabilities for future policy
benefits are mortality, morbidity, expenses, persistency, investment returns and
inflation. Utilizing these assumptions, liabilities are established on a block  
of business basis.                                                              

   Differences between actual experience and the assumptions used in pricing
these policies and in the establishment of liabilities result in variances in   
profit and could result in losses. The effects of changes in such estimated     
liabilities are included in the results of operations in the period in which the
changes occur.                                                                  

Reinsurance                                                                 

The Company enters into reinsurance transactions as a purchaser of    
reinsurance. Accounting for reinsurance requires extensive use of assumptions   
and estimates, particularly related to the future performance of the underlying 
business and the potential impact of counterparty credit risks. The Company     
periodically reviews actual and anticipated experience compared to the          
aforementioned assumptions used to establish assets and liabilities relating to 
ceded reinsurance and evaluates the financial strength of counterparties to its 
reinsurance agreements using criteria similar to that evaluated in the security 
impairment process discussed previously. Additionally, for each of its          
reinsurance contracts, the Company must determine if the contract provides      
indemnification against loss or liability relating to insurance risk, in        
accordance with applicable accounting standards. The Company must review all    
contractual features, particularly those that may limit the amount of insurance 
risk to which the reinsurer is subject or features that delay the timely        
reimbursement of claims. If the Company determines that a reinsurance contract  
does not expose the reinsurer to a reasonable possibility of a significant loss 
from insurance risk, the Company records the contract using the deposit method  
of accounting.                                                                  

Litigation                                                                  

The Company is a party to a number of legal actions and regulatory    
investigations. Given the inherent unpredictability of these matters, it is     
difficult to estimate the impact on the Company's consolidated financial        
position. On a quarterly and annual basis, the Company reviews relevant         
information with respect to liabilities for litigation, regulatory              
investigations and litigation-related contingencies to be reflected in the      
Company's consolidated financial statements. The review includes senior legal   
and financial personnel. Estimates of possible additional losses or ranges of   
loss for particular matters cannot in the ordinary course be made with a        
reasonable degree of certainty. The limitations of available data and           
uncertainty regarding numerous variables make it difficult to estimate          
liabilities. Liabilities are established when it is probable that a loss has    
been incurred and the amount of the loss can be reasonably estimated. It is     
possible that some of the matters could require the Company to pay damages or   
make other expenditures or establish accruals in amounts that could             

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not be estimated as of December 31, 2005. Furthermore, it is possible that an   
adverse outcome in certain of the Company's litigation and regulatory           
investigations, or the use of different assumptions in the determination of     
amounts recorded could have a material effect upon the Company's consolidated   
net income or cash flows in particular quarterly or annual periods.             

SIGNIFICANT ACCOUNTING POLICIES                                             

Investments                                                                 

The Company's fixed maturity and equity securities are classified as  
available-for-sale and are reported at their estimated fair value. Unrealized   
investment gains and losses on securities are recorded as a separate component  
of other comprehensive income or loss, net of policyholder related amounts and  
deferred income taxes. The cost of fixed maturity and equity securities is      
adjusted for impairments in value deemed to be other-than-temporary in the      
period in which the determination is made. These adjustments are recorded as    
investment losses. The assessment of whether such impairment has occurred is    
based on management's case-by-case evaluation of the underlying reasons for the 
decline in fair value. Management considers a wide range of factors, as         
described in "--Summary of Critical Accounting Estimates--Investments," about   
the security issuer and uses its best judgment in evaluating the cause of the   
decline in the estimated fair value of the security and in assessing the        
prospects for near-term recovery. Inherent in management's evaluation of the    
security are assumptions and estimates about the operations of the issuer and   
its future earnings potential.                                                  

The Company's review of its fixed maturities and equity securities for
impairments also includes an analysis of the total gross unrealized losses by   
three categories of securities: (i) securities where the estimated fair value   
had declined and remained below cost or amortized cost by less than 20%; (ii)   
securities where the estimated fair value had declined and remained below cost  
or amortized cost by 20% or more for less than six months; and (iii) securities 
where the estimated fair value had declined and remained below cost or amortized
cost by 20% or more for six months or greater.                                  

Investment gains and losses on sales of securities are determined on a
specific identification basis. All security transactions are recorded on a trade
date basis. Amortization of premium and accretion of discount on fixed maturity 
securities is recorded using the effective interest method.                     

    Mortgage and consumer loans are stated at amortized cost, net of valuation
allowances. Loans are considered to be impaired when it is probable that, based 
upon current information and events, the Company will be unable to collect all  
amounts due under the contractual terms of the loan agreement. Valuation        
allowances are established for the excess carrying value of the loan over the   
present value of expected future cash flows discounted at the loan's original   
effective interest rate, the value of the loan's collateral or the loan's market
value if the loan is being sold. The Company also establishes allowances for    
loan loss when a loss contingency exists for pools of loans with similar        
characteristics, for example, mortgage loans based on similar property types and
loan to value risk factors. A loss contingency exists when the likelihood that a
future event will occur is probable based on past events. Changes in valuation  
allowances are included in net investment gains and losses. Interest income     
earned on impaired loans is accrued on the principal amount of the loan based on
the loan's contractual interest rate. However, interest ceases to be accrued for
loans on which interest is generally more than 60 days past due and/or where the
collection of interest is not considered probable. Cash receipts on impaired    
loans are recorded as a reduction of the recorded investment.                   

    Real estate held-for-investment, including related improvements, is stated
at cost less accumulated depreciation. Depreciation is provided on a            
straight-line basis over the estimated useful life of the asset (typically 20 to
55 years). Once the Company identifies a property that is expected to be sold   
within one year and commences a firm plan for marketing the property, the       
Company, if applicable, classifies the property as held-for-sale and reports the
related net investment income and any resulting investment gains and losses as  

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discontinued operations. Real estate held-for-sale is stated at the lower of    
depreciated cost or fair value less expected disposition costs. Real estate is  
not depreciated while it is classified as held-for-sale. Cost of real estate    
held-for-investment is adjusted for impairment whenever events or changes in    
circumstances indicate the carrying amount of the asset may not be recoverable. 
Impaired real estate is written down to estimated fair value with the impairment
loss being included in net investment gains and losses. Impairment losses are   
based upon the estimated fair value of real estate, which is generally computed 
using the present value of expected future cash flows from the real estate      
discounted at a rate commensurate with the underlying risks. Real estate        
acquired upon foreclosure of commercial and agricultural mortgage and consumer  
loans is recorded at the lower of estimated fair value or the carrying value of 
the mortgage loan at the date of foreclosure.                                   

Policy loans are stated at unpaid principal balances.                 

 Short-term investments are stated at amortized cost, which approximates
fair value.                                                                     

    Other invested assets consist primarily of the fair value of the Company's
freestanding derivative instruments. In 2004, other invested assets also        
included the Company's investment in the preferred stock of Citigroup. See Note 
10.                                                                             

    Prior to the Acquisition, the Company used the equity method of accounting
for all real estate joint ventures and other limited partnership interests in   
which it had an ownership interest but did not control, including those in which
it had a minor equity investment or virtually no influence over operations.     

Subsequent to the Acquisition, the Company uses the equity method of  
accounting for investments in real estate joint ventures and other limited      
partnership interests in which it has more than a minor ownership interest or   
more than minor influence over operations, but does not have a controlling      
interest and is not the primary beneficiary. The Company uses the cost method of
accounting for real estate joint ventures and other limited partnership         
interests in which it has a minor ownership investment and virtually no         
influence over operations.                                                      

Trading Securities                                                          

  Trading securities are recorded at fair value with subsequent changes in
fair value recognized in net investment income.                                 

Derivative Financial Instruments                                            

Derivatives are financial instruments whose values are derived from   
interest rates, foreign exchange rates, or other financial indices. Derivatives 
may be exchange traded or contracted in the over-the-counter market. The Company
uses a variety of derivatives, including swaps, forwards, futures and option    
contracts, to manage its various risks. Additionally, the Company enters into   
income generation and replication derivatives as permitted by its Derivatives   
Use Plans approved by the applicable state insurance departments. Freestanding  
derivatives are carried on the Company's consolidated balance sheet either as   
assets within other invested assets or as liabilities within other liabilities  
at fair value as determined by quoted market prices or through the use of       
pricing models. Values can be affected by changes in interest rates, foreign    
exchange rates, financial indices, credit spreads, market volatility and        
liquidity. Values can also be affected by changes in estimates and assumptions  
used in pricing models. If a derivative is not designated as an accounting hedge
or its use in managing risk does not qualify for hedge accounting pursuant to   
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities      
("SFAS 133"), as amended, changes in the fair value of the derivative are       
reported in net investment gains (losses).                                      

To qualify for hedge accounting, at the inception of the hedging      
relationship, the Company formally documents its risk management objective and  
strategy for undertaking the hedging transaction, as well as its                

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designation of the hedge as either (i) a hedge of the fair value of a recognized
asset or liability or an unrecognized firm commitment ("fair value hedge"); (ii)
a hedge of a forecasted transaction or of the variability of cash flows to be   
received or paid related to a recognized asset or liability ("cash flow hedge");
or (iii) a hedge of a net investment in a foreign operation. In this            
documentation, the Company sets forth how the hedging instrument is expected to 
hedge the designated risks related to the hedged item and sets forth the method 
that will be used to retrospectively and prospectively assess the hedging       
instrument's effectiveness and the method which will be used to measure         
ineffectiveness. A derivative designated as a hedging instrument must be        
assessed as being highly effective in offsetting the designated risk of the     
hedged item. Hedge effectiveness is formally assessed at inception and          
periodically throughout the life of the designated hedging relationship.        

Under a fair value hedge, changes in the fair value of the hedging    
derivative, including amounts measured as ineffectiveness, and changes in the   
fair value of the hedged item related to the designated risk being hedged, are  
reported within net investment gains (losses). The fair values of the hedging   
derivatives are exclusive of any accruals that are separately reported in the   
consolidated statements of income within interest income or interest expense to 
match the location of the hedged item.                                          

Under a cash flow hedge, changes in the fair value of the hedging     
derivative measured as effective are reported within other comprehensive income 
(loss), a separate component of stockholder's equity, and the deferred gains or 
losses on the derivative are reclassified into the consolidated statement of    
income when the Company's earnings are affected by the variability in cash flows
of the hedged item. Changes in the fair value of the hedging instrument measured
as ineffectiveness are reported within net investment gains (losses). The fair  
values of the hedging derivatives are exclusive of any accruals that are        
separately reported in the consolidated statement of income within interest     
income or interest expense to match the location of the hedged item.            

    In a hedge of a net investment in a foreign operation, changes in the fair
value of the hedging derivative that are measured as effective are reported     
within other comprehensive income (loss) consistent with the translation        
adjustment for the hedged net investment in the foreign operation. Changes in   
the fair value of the hedging instrument measured as ineffectiveness are        
reported within net investment gains (losses).                                  

 The Company discontinues hedge accounting prospectively when: (i) it is
determined that the derivative is no longer highly effective in offsetting      
changes in the fair value or cash flows of a hedged item; (ii) the derivative   
expires, is sold, terminated, or exercised; (iii) it is no longer probable that 
the hedged forecasted transaction will occur; (iv) a hedged firm commitment no  
longer meets the definition of a firm commitment; or (v) the derivative is      
de-designated as a hedging instrument.                                          

 When hedge accounting is discontinued because it is determined that the
derivative is not highly effective in offsetting changes in the fair value or   
cash flows of a hedged item, the derivative continues to be carried on the      
consolidated balance sheet at its fair value, with changes in fair value        
recognized currently in net investment gains (losses). The carrying value of the
hedged recognized asset or liability under a fair value hedge is no longer      
adjusted for changes in its fair value due to the hedged risk, and the          
cumulative adjustment to its carrying value is amortized into income over the   
remaining life of the hedged item. Provided the hedged forecasted transaction is
still probable of occurrence, the changes in fair value of derivatives recorded 
in other comprehensive income (loss) related to discontinued cash flow hedges   
are released into the consolidated statement of income when the Company's       
earnings are affected by the variability in cash flows of the hedged item.      

     When hedge accounting is discontinued because it is no longer probable that
the forecasted transactions will occur by the end of the specified time period  
or the hedged item no longer meets the definition of a firm commitment, the     
derivative continues to be carried on the consolidated balance sheet at its fair
value, with changes in fair value recognized currently in net investment gains  
(losses). Any asset or liability associated                                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

with a recognized firm commitment is derecognized from the consolidated balance 
sheet, and recorded currently in net investment gains (losses). Deferred gains  
and losses of a derivative recorded in other comprehensive income (loss)        
pursuant to the cash flow hedge of a forecasted transaction are recognized      
immediately in net investment gains (losses).                                   

In all other situations in which hedge accounting is discontinued, the
derivative is carried at its fair value on the consolidated balance sheet, with 
changes in its fair value recognized in the current period as net investment    
gains (losses).                                                                 

 The Company is also a party to financial instruments that contain terms
which are deemed to be embedded derivatives. The Company assesses each          
identified embedded derivative to determine whether it is required to be        
bifurcated under SFAS 133. If the instrument would not be accounted for in its  
entirety at fair value and it is determined that the terms of the embedded      
derivative are not clearly and closely related to the economic characteristics  
of the host contract, and that a separate instrument with the same terms would  
qualify as a derivative instrument, the embedded derivative is bifurcated from  
the host contract and accounted for as a freestanding derivative. Such embedded 
derivatives are carried on the consolidated balance sheet at fair value with the
host contract and changes in their fair value are reported currently in net     
investment gains (losses). If the Company is unable to properly identify and    
measure an embedded derivative for separation from its host contract, the entire
contract is carried on the consolidated balance sheet at fair value, with       
changes in fair value recognized in the current period in net investment gains  
(losses).                                                                       

Cash and Cash Equivalents                                                   

The Company considers all highly liquid investments purchased with an 
original or remaining maturity of three months or less at the date of purchase  
to be cash equivalents. Certain securities of $208 million were reclassified to 
cash equivalents from short-term investments due to the revised term to maturity
at the Acquisition Date.                                                        

Deferred Policy Acquisition Costs and Value of Business Acquired            

  DAC represents the costs of acquiring new and renewal insurance business
that vary with, and are primarily related to, the production of that business   
are deferred. Such costs consist principally of commissions and agency and      
policy issue expenses. VOBA represents the present value of estimated future    
profits to be generated from existing insurance contracts in-force at the       
Acquisition Date.                                                               

     Generally, DAC and VOBA are amortized in proportion to the present value of
estimated gross profits from investment, mortality, expense margins and         
surrender charges. Interest rates used to compute the present value of estimated
gross profits are based on rates in effect at the inception or acquisition of   
the contracts.                                                                  

Actual gross profits can vary from management's estimates resulting in
increases or decreases in the rate of amortization. Management utilizes the     
reversion to the mean assumption, a common industry practice, in its            
determination of the amortization of DAC. This practice assumes that the        
expectation for long-term equity investment appreciation is not changed by minor
short-term market fluctuations, but that it does change when large interim      
deviations have occurred. Management periodically updates these estimates and   
evaluates the recoverability of DAC. When appropriate, management revises its   
assumptions of the estimated gross margins or profits of these contracts, and   
the cumulative amortization is re-estimated and adjusted by a cumulative charge 
or credit to current operations.                                                

     DAC and VOBA for non-participating traditional life, non-medical health and
annuity policies with life contingencies are amortized in proportion to         
anticipated premiums. Assumptions as to anticipated premiums are made at the    
date of policy issuance or acquisition and are consistently applied during the  
lives of the contracts. Deviations from estimated experience are included in    
operations when they occur. For these contracts, the amortization period is     
typically the estimated life of the policy.                                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

 Prior to the Acquisition, the Company amortized its deferred and payout
annuity contracts employing a level effective yield methodology, whereas        
subsequent to the Acquisition, the Company amortizes DAC for deferred annuity   
contracts in proportion to anticipated gross profits and payout annuity         
contracts in proportion to anticipated premiums.                                

Policy acquisition costs related to internally replaced contracts are 
expensed at the date of replacement.                                            

Sales Inducements                                                           

     The Company has two different types of sales inducements which are included
in other assets: (i) the policyholder receives a bonus whereby the              
policyholder's initial account balance is increased by an amount equal to a     
specified percentage of the customer's deposit; and (ii) the policyholder       
receives a higher interest rate using a dollar cost averaging method than would 
have been received based on the normal general account interest rate credited.  
The Company defers sales inducements and amortizes them over the life of the    
policy using the same methodology and assumptions used to amortize DAC.         

Goodwill                                                                    

   Goodwill is the excess of cost over the fair value of net assets acquired
and is as follows:                                                              

                                                                [Download Table]

                                                                  SUCCESSOR    
                                                              -----------------
                                                              DECEMBER 31, 2005
                                                              -----------------
                                                                (IN MILLIONS)  
                                                                               
BALANCE, END OF PREVIOUS PERIOD.............................        $196       
Elimination of historical goodwill..........................        (196)      
Effect of push down accounting of MetLife's purchase price                     
  on TIC's net assets acquired (See Note 1).................         856       
                                                                    ----       
BALANCE, BEGINNING AND END OF PERIOD........................        $856       
                                                                    ====       

     Goodwill is not amortized but is tested for impairment at least annually or
more frequently if events or circumstances, such as adverse changes in the      
business climate, indicate that there may be justification for conducting an    
interim test. Impairment testing is performed using the fair value approach,    
which requires the use of estimates and judgment, at the "reporting unit" level.
A reporting unit is the operating segment, or a business one level below that   
operating segment if discrete financial information is prepared and regularly   
reviewed by management at that level. For purposes of goodwill impairment       
testing, goodwill within Corporate & Other is allocated to reporting units      
within the Company's business segments. If the carrying value of a reporting    
unit's goodwill exceeds its fair value, the excess is recognized as an          
impairment and recorded as a charge against net income. The fair values of the  
reporting units are determined using a market multiple or a discounted cash flow
model.                                                                          

Liability for Future Policy Benefits and Policyholder Account Balances      

Overview                                                              

  Future policy benefit liabilities for non-participating traditional life
insurance policies are equal to the aggregate of the present value of future    
benefit payments and related expenses less the present value of future net      
premiums. Assumptions as to mortality and persistency are based upon the        
Company's experience when the basis of the liability is established. For        
contracts in-force at the time of the Acquisition, the Company revalued the     
liabilities using updated assumptions as to interest rates, mortality,          
persistency and provisions for adverse deviation which were current as of the   
time of the Acquisition. The interest rate for future policy benefit liabilities
on non-participating traditional life insurance on the successor basis is       
approximately 4% at                                                             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

December 31, 2005. Interest rates for the future policy benefit liabilities on  
the predecessor basis ranged from 3% to 7% at December 31, 2004.                

Future policy benefit liabilities for individual and group traditional
fixed annuities after annuitization are equal to the present value of expected  
future payments. The interest rates used in establishing such liabilities on the
successor basis range from 4% to 6% at December 31, 2005. The interest rates for
such liabilities on the predecessor basis ranged from 2% to 9% at December 31,  
2004.                                                                           

Future policy benefit liabilities for non-medical health insurance are
calculated using the net level premium method and assumptions as to future      
morbidity, withdrawals and interest, which provide a margin for adverse         
deviation. The interest rate used in establishing such liabilities on the       
successor basis is approximately 4% at December 31, 2005. The interest rates for
such liabilities on the predecessor basis ranged from 7% to 8% at December 31,  
2004.                                                                           

  Future policy benefit liabilities for disabled lives are estimated using
the present value of benefits method and experience assumptions as to claim     
terminations, expenses and interest. The interest rate used in establishing such
liabilities on the successor basis is approximately 4% at December 31, 2005. The
interest rates for such liabilities on the predecessor basis ranged from 7% to  
8% at December 31, 2004.                                                        

Liabilities for unpaid claim expenses for the Company's workers'      
compensation business are included in future policyholder benefits and are      
estimated based upon the Company's historical experience and other actuarial    
assumptions that consider the effects of current developments, anticipated      
trends and risk management programs, reduced for anticipated subrogation. The   
effects of changes in such estimated liabilities are included in the results of 
operations in the period in which the changes occur.                            

Policyholder account balances relate to investment-type contracts and 
universal life-type policies. Investment-type contracts principally include     
traditional individual fixed annuities in the accumulation phase and            
non-variable group annuity contracts. Policyholder account balances are equal to
(i) policy account values, which consist of an accumulation of gross premium    
payments; (ii) credited interest, ranging from 0.3% to 13% on the successor     
basis at December 31, 2005 and 1% to 8% on the predecessor basis at December 31,
2004, less expenses, mortality charges, and withdrawals; and (iii) fair value   
purchase accounting adjustments relating to the Acquisition.                    

 Product Liability Classification Changes Resulting from the Acquisition

    Prior to the Acquisition, the Company determined the classification of its
single premium immediate annuities and structured settlements as investment or  
insurance contracts at the contract level. As such, single premium immediate    
annuities and structured settlements with life contingent payments were         
classified and accounted for as "limited pay" long-duration insurance contracts 
due to their significant mortality risk. The liability associated with these    
contracts was reported in future policyholder benefits on the Company's         
consolidated balance sheet. Contracts without life contingencies were classified
as investment contracts and were reported in policyholder account balances.     

Subsequent to the Acquisition, the Company classifies single premium  
immediate annuities and structured settlements at the block of business level   
which combines those contracts with life contingencies and those contracts      
without life contingencies. In the aggregate, both the single premium immediate 
annuities and structured settlements contain significant mortality risk.        
Therefore, the Company accounts for all single premium immediate annuities and  
structured settlements as long-duration insurance contracts and reports them as 
future policyholder benefits.                                                   

    With respect to immediate participation guarantee contracts, contracts may
have funds associated with future life contingent payments on behalf of specific
lives, as well as unallocated funds not yet associated with                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

specific lives or future payments. Prior to the Acquisition, the Company        
classified and reported funds within a contract that were associated with life  
contingent payments in future policyholder benefits on the Company's            
consolidated balance sheet. All other funds held with respect to those contracts
were reported in policyholder account balances on the Company's consolidated    
balance sheet.                                                                  

Subsequent to the Acquisition, the Company evaluates the immediate    
participation guarantee contracts at the aggregate level. Based upon the        
Company's current evaluation, all immediate participation guarantee contracts   
are accounted for as universal life contracts and are being reported in         
policyholder account balances on the Company's consolidated balance sheet.      

Prior to the Acquisition, the Company recorded its deferred annuity   
contracts, including the guaranteed minimum death benefit ("GMDB") features, as 
investment contracts. Subsequent to the Acquisition, the Company records such   
contracts as insurance products. As a result, the Company has established a     
future policyholder benefit liability for GMDBs in accordance with Statement of 
Position ("SOP") 03-1, Accounting and Reporting by Insurance Enterprises for    
Certain Nontraditional Long-Duration Contracts and for Separate Accounts ("SOP  
03-1").                                                                         

Guarantees                                                                  

     The Company establishes future policy benefit liabilities for minimum death
and income benefit guarantees relating to certain annuity contracts and         
secondary and paid up guarantees relating to certain life policies as follows:  

     - Annuity guaranteed death benefit liabilities are determined by estimating
     the expected value of death benefits in excess of the projected account
     balance and recognizing the excess ratably over the accumulation period
  based on total expected assessments. The Company regularly evaluates
 estimates used and adjusts the additional liability balance, with a
  related charge or credit to benefit expense, if actual experience or
     other evidence suggests that earlier assumptions should be revised. The
      assumptions used in estimating the liabilities are consistent with those
   used for amortizing DAC, including the mean reversion assumption. The
      assumptions of investment performance and volatility are consistent with
    the historical experience of the capital markets. The benefits used in
   calculating the liabilities are based on the average benefits payable
over a range of scenarios.                                        

- Liabilities for universal and variable life secondary guarantees and
   paid-up guarantees are determined by estimating the expected value of
     death benefits payable when the account balance is projected to be zero
       and recognizing those benefits ratably over the accumulation period based
      on total expected assessments. The Company regularly evaluates estimates
       used and adjusts the additional liability balances, with a related charge
  or credit to benefit expense, if actual experience or other evidence
       suggests that earlier assumptions should be revised. The assumptions used
in estimating the secondary and paid up guarantee liabilities are 
consistent with those used for amortizing DAC. The assumptions of 
investment performance and volatility for variable products are   
   consistent with the historical experience of the capital markets. The
   benefits used in calculating the liabilities are based on the average
benefits payable over a range of scenarios.                       

The Company offers certain variable annuity products with guaranteed  
minimum benefit riders as follows:                                              

- Guaranteed minimum withdrawal benefit riders ("GMWB"s) guarantee a  
 policyholder return of the purchase payment plus a bonus amount via
partial withdrawals, even if the account value is reduced to zero,
   provided that the policyholder's cumulative withdrawals in a contract
   year do not exceed a certain limit. The initial guaranteed withdrawal
     amount is equal to the initial benefit base as defined in the contract.
    When an additional purchase payment is made, the guaranteed withdrawal
amount is set                                                     
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

equal to the greater of (i) the guaranteed withdrawal amount before the purchase
payment; or (ii) the benefit base after the purchase payment. The benefit base  
increases by additional purchase payments plus a bonus amount and   
   decreases by benefits paid and/or withdrawal amounts. After a specified
period of time, the benefit base may also change as a result of an  
    optional reset as defined in the contract. The benefit base can be reset
to the account balance on the date of the reset if greater than the 
    benefit base before the reset. The GMWB is an embedded derivative, which
is measured at fair value separately from the host variable annuity 
product.                                                            

- Guaranteed minimum accumulation benefit riders ("GMAB"s) provide the
   contractholder with a minimum accumulation of their purchase payments
   deposited within a specific time period, adjusted proportionately for
     withdrawals, after a specified period of time determined at the time of
     issuance of the variable annuity contract. The GMAB is also an embedded
  derivative, which is measured at fair value separately from the host
variable annuity product.                                         

The fair value of the GMWBs and GMABs is calculated based on actuarial and      
capital market assumptions related to the projected cash flows, including       
benefits and related contract charges, over the lives of the contracts,         
incorporating expectations concerning policyholder behavior. In measuring the   
fair value of GMWBs and GMABs, the Company attributes a portion of the fees     
collected from the policyholder equal to the present value of expected future   
guaranteed minimum withdrawal and accumulation benefits. GMWBs and GMABs are    
reported in policyholder account balances and the changes in fair value are     
reported in net investment gains (losses). Any additional fees represent        
"excess" fees and are reported in universal life and investment-type product    
policy fees.                                                                    

Other Policyholder Funds                                                    

   Other policyholder funds includes policy and contract claims and unearned
policy and contract fees.                                                       

Recognition of Insurance Revenue and Related Benefits                       

Premiums related to traditional life and annuity policies with life   
contingencies are recognized as revenues when due. Benefits and expenses are    
provided against such revenues to recognize profits over the estimated lives of 
the policies. When premiums are due over a significantly shorter period than the
period over which benefits are provided, any excess profit is deferred and      
recognized into operations in a constant relationship to insurance in-force or, 
for annuities, the amount of expected future policy benefit payments.           

Premiums related to non-medical health and disability contracts are   
recognized on a pro rata basis over the applicable contract term. Prior to the  
Acquisition, deferred revenues on life and annuity policies with life           
contingencies were reported in other liabilities, whereas subsequent to the     
Acquisition, these amounts are included in other policyholder funds on the      
accompanying consolidated balance sheet.                                        

  Deposits related to universal life-type and investment-type products are
credited to policyholder account balances. Revenues from such contracts consist 
of amounts assessed against policyholder account balances for mortality, policy 
administration and surrender charges and are recorded in universal life and     
investment-type product policy fees in the period in which services are         
provided. Amounts that are charged to operations include interest credited and  
benefit claims incurred in excess of related policyholder account balances.     

Other Revenues                                                              

  Other revenues include fees and broker-dealer commissions. Such fees and
commissions are recognized in the period in which services are performed. Other 
revenues also include changes in account value relating to corporate-owned life 
insurance ("COLI"). Under certain COLI contracts, if the Company reports certain
unlikely adverse results in its consolidated financial statements, withdrawals  
would not be immediately                                                        
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

available and would be subject to market value adjustment, which could result in
a reduction of the account value.                                               

Federal Income Taxes                                                        

The future tax consequences of temporary differences between financial
reporting and tax bases of assets and liabilities are measured at the balance   
sheet dates and are recorded as deferred income tax assets and liabilities.     
Valuation allowances are established when management assesses, based on         
available information, that it is more likely than not that deferred income tax 
assets will not be realized.                                                    

  For federal income tax purposes, an election under Internal Revenue Code
Section 338 was made by the Company's parent, MetLife. As a result of this      
election, the income tax bases in the acquired assets and liabilities were      
adjusted as of the Acquisition Date resulting in a change to the related        
deferred income taxes. See Notes 1 and 7.                                       

Reinsurance                                                                 

The Company has reinsured certain of its life insurance contracts with
other insurance companies under various agreements. For reinsurance contracts   
that transfer sufficient underwriting risk, reinsurance premiums, commissions,  
expense reimbursements, benefits and liabilities related to reinsured           
long-duration contracts are accounted for over the life of the underlying       
reinsured contracts using assumptions consistent with those used to account for 
the underlying contracts. The cost of reinsurance related to short-duration     
contracts is accounted for over the reinsurance contract period. Amounts due    
from reinsurers, for both short- and long-duration arrangements, are estimated  
based upon assumptions consistent with those used in establishing the           
liabilities related to the underlying reinsured contracts. Policy and contract  
liabilities are reported gross of reinsurance credits. DAC and VOBA are reduced 
by amounts recovered under reinsurance contracts. Amounts received from         
reinsurers for policy administration are reported in other revenues.            

Separate Accounts                                                           

     Separate accounts are established in conformity with insurance laws and are
generally not chargeable with liabilities that arise from any other business of 
the Company. Separate account assets are subject to general account claims only 
to the extent the value of such assets exceeds the separate account liabilities.
Effective with the adoption of SOP 03-1 on January 1, 2004, the Company reports 
separately, as assets and liabilities, investments held in separate accounts and
liabilities of the separate accounts if (i) such separate accounts are legally  
recognized; (ii) assets supporting the contract liabilities are legally         
insulated from the Company's general account liabilities; (iii) investments are 
directed by the contractholder; and (iv) all investment performance, net of     
contract fees and assessments, is passed through to the contractholder. The     
Company reports separate account assets meeting such criteria at their fair     
value. Investment performance (including investment income, net investment gains
(losses) and changes in unrealized gains (losses)) and the corresponding amounts
credited to contractholders of such separate accounts are offset within the same
line in the consolidated statements of income. In connection with the adoption  
of SOP 03-1, separate account assets with a fair value of $500 million were     
reclassified to general account investments with a corresponding transfer of    
separate account liabilities to future policy benefits and policyholder account 
balances. See "-- Application of Recent Accounting Pronouncements."             

The Company's revenues reflect fees charged to the separate accounts, 
including mortality charges, risk charges, policy administration fees,          
investment management fees and surrender charges. Separate accounts             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

not meeting the above criteria are combined on a line-by-line basis with the    
Company's general account assets, liabilities, revenues and expenses.           

Discontinued Operations                                                     

 The results of operations of a component of the Company that either has
been disposed of or is classified as held-for-sale are reported in discontinued 
operations if the operations and cash flows of the component have been or will  
be eliminated from the ongoing operations of the Company as a result of the     
disposal transaction and the Company will not have any significant continuing   
involvement in the operations of the component after the disposal transaction.  

APPLICATION OF RECENT ACCOUNTING PRONOUNCEMENTS                             

    In February 2006, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 155, Accounting for Certain Hybrid Instruments ("SFAS 155"). SFAS 155  
amends SFAS 133 and SFAS No. 140, Accounting for Transfers and Servicing of     
Financial Assets and Extinguishments of Liabilities ("SFAS 140"). SFAS 155      
allows financial instruments that have embedded derivatives to be accounted for 
as a whole, eliminating the need to bifurcate the derivative from its host, if  
the holder elects to account for the whole instrument on a fair value basis. In 
addition, among other changes, SFAS 155 (i) clarifies which interest-only strips
and principal-only strips are not subject to the requirements of SFAS 133; (ii) 
establishes a requirement to evaluate interests in securitized financial assets 
to identify interests that are freestanding derivatives or that are hybrid      
financial instruments that contain an embedded derivative requiring bifurcation;
(iii) clarifies that concentrations of credit risk in the form of subordination 
are not embedded derivatives; and (iv) eliminates the prohibition on a          
qualifying special-purpose entity ("QSPE") from holding a derivative financial  
instrument that pertains to a beneficial interest other than another derivative 
financial interest. SFAS 155 will be applied prospectively and is effective for 
all financial instruments acquired or issued for fiscal years beginning after   
September 15, 2006. SFAS 155 is not expected to have a material impact on the   
Company's consolidated financial statements. The FASB has issued additional     
guidance relating to derivative financial instruments as follows:               

 - In June 2005, the FASB cleared SFAS 133 Implementation Issue No. B38,
    Embedded Derivatives: Evaluation of Net Settlement with Respect to the
 Settlement of a Debt Instrument through Exercise of an Embedded Put
       Option or Call Option ("Issue B38") and SFAS 133 Implementation Issue No.
       B39, Embedded Derivatives: Application of Paragraph 13(b) to Call Options
That Are Exercisable Only by the Debtor ("Issue B39"). Issue B38  
   clarified that the potential settlement of a debtor's obligation to a
    creditor occurring upon exercise of a put or call option meets the net
       settlement criteria of SFAS No. 133. Issue B39 clarified that an embedded
       call option, in which the underlying is an interest rate or interest rate
index, that can accelerate the settlement of a debt host financial
 instrument should not be bifurcated and fair valued if the right to
accelerate the settlement can be exercised only by the debtor     
      (issuer/borrower) and the investor will recover substantially all of its
     initial net investment. Issues B38 and B39, which must be adopted as of
    the first day of the first fiscal quarter beginning after December 15,
2005, did not have a material impact on the Company's consolidated
financial statements.                                             

  - Effective July 1, 2003, the Company adopted SFAS No. 149, Amendment of
   Statement 133 on Derivative Instruments and Hedging Activities ("SFAS
    149"). SFAS 149 amended and clarified the accounting and reporting for
       derivative instruments, including certain derivative instruments embedded
in other contracts, and for hedging activities. Except for certain
  previously issued and effective guidance, SFAS 149 was effective for
contracts entered into or modified after June 30, 2003. The       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Company's adoption of SFAS 149 did not have a significant impact on its         
consolidated financial statements.                                              

    Effective November 9, 2005, the Company prospectively adopted the guidance
in FASB Staff Position ("FSP") 140-2, Clarification of the Application of       
Paragraphs 40(b) and 40(c) of FAS 140 ("FSP 140-2"). FSP 140-2 clarified certain
criteria relating to derivatives and beneficial interests when considering      
whether an entity qualifies as a QSPE. Under FSP 140-2, the criteria must only  
be met at the date the QSPE issues beneficial interests or when a derivative    
financial instrument needs to be replaced upon the occurrence of a specified    
event outside the control of the transferor. FSP 140-2 did not have a material  
impact on the Company's consolidated financial statements.                      

   In September 2005, the American Institute of Certified Public Accountants
("AICPA") issued SOP 05-1, Accounting by Insurance Enterprises for Deferred     
Acquisition Costs in Connection with Modifications or Exchanges of Insurance    
Contracts ("SOP 05-1"). SOP 05-1 provides guidance on accounting by insurance   
enterprises for deferred acquisition costs on internal replacements of insurance
and investment contracts other than those specifically described in SFAS No. 97,
Accounting and Reporting by Insurance Enterprises for Certain Long-Duration     
Contracts and For Realized Gains and Losses from the Sale of Investments. SOP   
05-1 defines an internal replacement as a modification in product benefits,     
features, rights, or coverages that occurs by the exchange of a contract for a  
new contract, or by amendment, endorsement, or rider to a contract, or by the   
election of a feature or coverage within a contract. Under SOP 05-1,            
modifications that result in a substantially unchanged contract will be         
accounted for as a continuation of the replaced contract. A replacement contract
that is substantially changed will be accounted for as an extinguishment of the 
replaced contract resulting in a release of unamortized deferred acquisition    
costs, unearned revenue and deferred sales inducements associated with the      
replaced contract. The guidance in SOP 05-1 will be applied prospectively and is
effective for internal replacements occurring in fiscal years beginning after   
December 15, 2006. The Company is currently evaluating the impact of SOP 05-1   
and does not expect that the pronouncement will have a material impact on the   
Company's consolidated financial statements.                                    

Effective July 1, 2005, the Company adopted SFAS No. 153, Exchanges of
Nonmonetary Assets, an amendment of Accounting Principles Board ("APB") Opinion 
No. 29 ("SFAS 153"). SFAS 153 amended prior guidance to eliminate the exception 
for nonmonetary exchanges of similar productive assets and replaced it with a   
general exception for exchanges of nonmonetary assets that do not have          
commercial substance. A nonmonetary exchange has commercial substance if the    
future cash flows of the entity are expected to change significantly as a result
of the exchange. The provisions of SFAS 153 were required to be applied         
prospectively for fiscal periods beginning after June 15, 2005. The adoption of 
SFAS 153 did not have a material impact on the Company's consolidated financial 
statements.                                                                     

   In June 2005, the FASB completed its review of Emerging Issues Task Force
("EITF") Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its 
Application to Certain Investments ("EITF 03-1"). EITF 03-1 provides accounting 
guidance regarding the determination of when an impairment of debt and          
marketable equity securities and investments accounted for under the cost method
should be considered other-than-temporary and recognized in income. EITF 03-1   
also requires certain quantitative and qualitative disclosures for debt and     
marketable equity securities classified as available-for-sale or held-to-       
maturity under SFAS No. 115, Accounting for Certain Investments in Debt and     
Equity Securities ("SFAS 115"), that are impaired at the balance sheet date but 
for which an other-than-temporary impairment has not been recognized. The FASB  
decided not to provide additional guidance on the meaning of other-than-        
temporary impairment but has issued FSP 115-1, The Meaning of                   
Other-Than-Temporary Impairment and its Application to Certain Investments ("FSP
115-1"), which nullifies the accounting guidance on the determination of whether
an investment is other-than-temporarily impaired as set forth in EITF 03-1. As  
required by                                                                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

FSP 115-1, the Company adopted this guidance on a prospective basis, which had  
no material impact on the Company's consolidated financial statements and has   
provided the required disclosures.                                              

 In June 2005, the EITF reached consensus on Issue No. 04-5, Determining
Whether a General Partner, or the General Partners as a Group, Controls a       
Limited Partnership or Similar Entity When the Limited Partners Have Certain    
Rights ("EITF 04-5"). EITF 04-5 provides a framework for determining whether a  
general partner controls and should consolidate a limited partnership or a      
similar entity in light of certain rights held by the limited partners. The     
consensus also provides additional guidance on substantive rights. EITF 04-5 was
effective after June 29, 2005 for all newly formed partnerships and for any     
pre-existing limited partnerships that modified their partnership agreements    
after that date. The adoption of this provision of EITF 04-5 did not have a     
material impact on the Company's consolidated financial statements. EITF 04-5   
must be adopted by January 1, 2006 for all other limited partnerships through a 
cumulative effect of a change in accounting principle recorded in opening equity
or it may be applied retrospectively by adjusting prior period financial        
statements. The adoption of this provision of EITF 04-5 did not have a material 
impact on the Company's consolidated financial statements.                      

 In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3 ("SFAS
154"). The statement requires retrospective application to prior periods'       
financial statements for a voluntary change in accounting principle unless it is
deemed impracticable. It also requires that a change in the method of           
depreciation, amortization, or depletion for long-lived, non-financial assets be
accounted for as a change in accounting estimate rather than a change in        
accounting principle. SFAS 154 is effective for accounting changes and          
corrections of errors made in fiscal years beginning after December 15, 2005.   
The adoption of SFAS 154 did not have a material impact on the Company's        
consolidated financial statements.                                              

Effective July 1, 2004, the Company adopted EITF Issue No. 03-16,     
Accounting for Investments in Limited Liability Companies ("EITF 03-16"). EITF  
03-16 provides guidance regarding whether a limited liability company should be 
viewed as similar to a corporation or similar to a partnership for purposes of  
determining whether a noncontrolling investment should be accounted for using   
the cost method or the equity method of accounting. EITF 03-16 did not have a   
material impact on the Company's consolidated financial statements.             

     Effective January 1, 2004, the Company adopted SOP 03-1 as interpreted by a
Technical Practice Aid issued by the AICPA. SOP 03-1 provides guidance on (i)   
the classification and valuation of long-duration contract liabilities; (ii) the
accounting for sales inducements; and (iii) separate account presentation and   
valuation. The following summarizes the more significant aspects of the         
Company's adoption of SOP 03-1 prior to the Acquisition, effective January 1,   
2004:                                                                           

      Separate Account Presentation.  SOP 03-1 requires separate account
products to meet certain criteria in order to be treated as separate  
  account products. For products not meeting the specified criteria, these
assets and liabilities are included in the reporting entity's general 
account.                                                              

       The Company's adoption of SOP 03-1 resulted in the consolidation on
the Company's balance sheet at January 1, 2004 of approximately $500  
 million of investments previously held in separate and variable account
  assets and approximately $500 million of contractholder funds previously
held in separate and variable account liabilities.                    

    Variable Annuity Contracts with Guaranteed Minimum Death Benefit
Features.  SOP 03-1 requires the reporting entity to categorize the   
contract as either an insurance or investment contract based upon the 
 significance of mortality or morbidity risk. SOP 03-1 provides explicit
    guidance for calculating a liability for insurance contracts, and provides
that the reporting entity does not hold liabilities for investment    
contracts (i.e., there is no significant mortality risk).             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

Liabilities for Universal Life and Variable Universal Life  
    Contracts.  SOP 03-1 requires that a liability, in addition to the account
 balance, be established for certain insurance benefit features provided
  under universal life and variable universal life products if the amounts
    assessed against the contract holder each period for the insurance benefit
   feature are assessed in a manner that is expected to result in profits in
 earlier years and losses in subsequent years from the insurance benefit
function.                                                             

          The Company's universal life and variable universal life products were
     reviewed to determine whether an additional liability is required under SOP
     03-1. The Company determined that SOP 03-1 applied to some of its universal
life and variable universal life contracts with these features and    
established an additional liability of approximately $1 million.      

       Sales Inducements to Contractholders.  In accordance with SOP 03-1,
  the Company defers sales inducements and amortizes them over the life of
     the policy using the same methodology and assumptions used to amortize DAC.
These inducements relate to bonuses on certain products offered by the
Company.                                                              

Effective the third quarter of 2003, the Company adopted FASB         
Interpretation ("FIN") No. 46, Consolidation of Variable Interest Entities -- An
Interpretation of Accounting Research Bulletin No. 51 and its December 2003     
revision ("FIN 46(r)"), which includes substantial changes from the original FIN
46. Included in these changes, the calculation of expected losses and expected  
residual returns has been altered to reduce the impact of decision maker and    
guarantor fees in the calculation of expected residual returns and expected     
losses. In addition, the definition of a variable interest has been changed in  
the revised guidance.                                                           

FIN 46 and FIN 46(r) change the method of determining whether certain 
entities, including securitization entities, should be consolidated in the      
Company's financial statements. An entity is subject to FIN 46 and FIN 46(r) and
is called a VIE if it has (i) equity that is insufficient to permit the entity  
to finance its activities without additional subordinated financial support from
other parties; or (ii) equity investors that cannot make significant decisions  
about the entity's operations or that do not absorb the expected losses or      
receive the expected returns of the entity. All other entities are evaluated for
consolidation under SFAS No. 94, Consolidation of All Majority-Owned            
Subsidiaries. A VIE is consolidated by its primary beneficiary, which is the    
party involved with the VIE that has a majority of the expected losses or a     
majority of the expected residual returns or both.                              

 The adoption of the provisions of FIN 46(r) during the third quarter of
2003 did not require the Company to consolidate any additional VIEs that were   
not previously consolidated.                                                    

     Effective January 1, 2003, the Company adopted SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities ("SFAS 146"). SFAS 146        
requires that a liability for a cost associated with an exit or disposal        
activity be recorded and measured initially at fair value only when the         
liability is incurred rather than at the date of an entity's commitment to an   
exit plan as required by EITF Issue No. 94-3, Liability Recognition for Certain 
Employee Termination Benefits and Other Costs to Exit an Activity Including     
Certain Costs Incurred in a Restructuring ("EITF 94-3"). As required by SFAS    
146, the Company adopted this guidance on a prospective basis which had no      
material impact on the Company's consolidated financial statements.             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

3.  INVESTMENTS                                                                 

FIXED MATURITIES BY SECTOR AND EQUITY SECURITIES AVAILABLE-FOR-SALE         

     The following tables set forth the cost or amortized cost, gross unrealized
gain and loss, and estimated fair value of the Company's fixed maturities by    
sector and equity securities, the percentage of the total fixed maturities      
holdings that each sector represents and the percentage of the total equity     
securities at:                                                                  

                                                        [Enlarge/Download Table]

                                                             SUCCESSOR                   
                                            -------------------------------------------- 
                                                         DECEMBER 31, 2005               
                                            -------------------------------------------- 
                                                           GROSS                         
                                             COST OR    UNREALIZED                       
                                            AMORTIZED   -----------   ESTIMATED    % OF  
                                              COST      GAIN   LOSS   FAIR VALUE   TOTAL 
                                            ---------   ----   ----   ----------   ----- 
                                                       (DOLLARS IN MILLIONS)             
                                                                                         
U.S. corporate securities..................  $16,788    $ 45   $393    $16,440      34.1%
Residential mortgage-backed securities.....   11,304      14    121     11,197      23.2 
U.S. Treasury/agency securities............    6,153      20     61      6,112      12.7 
Foreign corporate securities...............    5,323      30    139      5,214      10.8 
Commercial mortgage-backed securities......    4,545      10     75      4,480       9.3 
Asset-backed securities....................    3,594       9     14      3,589       7.5 
State and political subdivision                                                          
  securities...............................      632      --     25        607       1.3 
Foreign government securities..............      472      17      2        487       1.0 
                                             -------    ----   ----    -------     ----- 
  Total bonds..............................   48,811     145    830     48,126      99.9 
Redeemable preferred stocks................       37       1      2         36       0.1 
                                             -------    ----   ----    -------     ----- 
  Total fixed maturities...................  $48,848    $146   $832    $48,162     100.0%
                                             =======    ====   ====    =======     ===== 
Non-redeemable preferred stocks............  $   327    $  1   $  5    $   323      76.7%
Common stocks..............................       97       4      3         98      23.3 
                                             -------    ----   ----    -------     ----- 
  Total equity securities..................  $   424    $  5   $  8    $   421     100.0%
                                             =======    ====   ====    =======     ===== 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                            PREDECESSOR                   
                                           ---------------------------------------------- 
                                                         DECEMBER 31, 2004                
                                           ---------------------------------------------- 
                                                           GROSS                          
                                            COST OR     UNREALIZED                        
                                           AMORTIZED   -------------   ESTIMATED    % OF  
                                             COST       GAIN    LOSS   FAIR VALUE   TOTAL 
                                           ---------   ------   ----   ----------   ----- 
                                                       (DOLLARS IN MILLIONS)              
                                                                                          
U.S. corporate securities.................  $21,956    $1,337   $33     $23,260      54.6%
Residential mortgage-backed securities....    4,636       122     4       4,754      11.2 
U.S. Treasury/agency securities...........    1,818        99    --       1,917       4.5 
Foreign corporate securities..............    6,855       384    12       7,227      16.9 
Commercial mortgage-backed securities.....    2,249       113     3       2,359       5.5 
Asset-backed securities...................    1,861        17     3       1,875       4.4 
State and political subdivision                                                           
  securities..............................      360        41     1         400       0.9 
Foreign government securities.............      576        59    --         635       1.5 
                                            -------    ------   ---     -------     ----- 
  Total bonds.............................   40,311     2,172    56      42,427      99.5 
Redeemable preferred stocks...............      155        40     1         194       0.5 
                                            -------    ------   ---     -------     ----- 
  Total fixed maturities..................  $40,466    $2,212   $57     $42,621     100.0%
                                            =======    ======   ===     =======     ===== 
Non-redeemable preferred stocks...........  $   124    $    3   $ 1     $   126      33.7%
Common stocks.............................      208        41     1         248      66.3 
                                            -------    ------   ---     -------     ----- 
  Total equity securities.................  $   332    $   44   $ 2     $   374     100.0%
                                            =======    ======   ===     =======     ===== 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

    The Company is not exposed to any significant concentration of credit risk
in its U.S. and foreign corporate fixed maturities portfolio, other than those  
disclosed below:                                                                

                                                        [Enlarge/Download Table]

                                                          SUCCESSOR          PREDECESSOR   
                                                      -----------------   -----------------
                                                      DECEMBER 31, 2005   DECEMBER 31, 2004
                                                      -----------------   -----------------
                                                                  (IN MILLIONS)            
                                                                                           
Communications(1)....................................      $2,753              $3,933      
Banking..............................................      $2,193              $2,728      
Electric Utilities...................................      $2,042              $2,965      
Finance Companies....................................      $1,777              $3,344      
Capital Goods(2).....................................      $1,223              $1,652      
Real Estate Investment Trust.........................      $1,125              $1,983      
Energy...............................................      $  991              $1,557      
Basic Industry(3)....................................      $  936              $1,537      
Insurance............................................      $  883              $1,769      
Food and Beverage....................................      $  772              $  905      
Natural Gas Utilities................................      $  737              $  911      
Brokerage............................................      $  670              $  726      
Industrial Other.....................................      $  650              $  629      
Transportation(4)....................................      $  608              $  683      

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

(1) Communications includes telecommunications, media cable and media non-cable.

(2) Capital goods includes aerospace, building materials, conglomerates,        
construction machine, containers, defense, packaging and environmental. 

(3) Basic industry includes chemicals, metals, and paper.                       

(4) Transportation includes airlines, railroad and transportation services.     

    The Company held fixed maturities at estimated fair values that were below
investment grade or not rated by an independent rating agency that totaled      
$3,080 million and $4,955 million at December 31, 2005 and 2004, respectively.  
These securities had a net unrealized gain (loss) of ($40) million and $392     
million at December 31, 2005 and 2004, respectively. The Company held non-income
producing fixed maturities at estimated fair values of $3 million and $47       
million at December 31, 2005 and 2004, respectively. Unrealized gains (losses)  
associated with non-income producing fixed maturities were ($5) million and $18 
million at December 31, 2005 and 2004, respectively.                            

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

  The cost or amortized cost and estimated fair value of bonds at December
31, 2005 and 2004, by contractual maturity date (excluding scheduled sinking    
funds), are shown below:                                                        

                                                        [Enlarge/Download Table]

                                                   SUCCESSOR               PREDECESSOR      
                                             ----------------------   ----------------------
                                               DECEMBER 31, 2005        DECEMBER 31, 2004   
                                             ----------------------   ----------------------
                                              COST OR                  COST OR              
                                             AMORTIZED   ESTIMATED    AMORTIZED   ESTIMATED 
                                               COST      FAIR VALUE     COST      FAIR VALUE
                                             ---------   ----------   ---------   ----------
                                                              (IN MILLIONS)                 
                                                                                            
Due in one year or less.....................  $ 1,336     $ 1,330      $ 2,087     $ 2,127  
Due after one year through five years.......    9,730       9,623       11,394      11,849  
Due after five years through ten years......    8,922       8,734       11,573      12,264  
Due after ten years.........................    9,380       9,173        6,511       7,199  
                                              -------     -------      -------     -------  
  Subtotal..................................   29,368      28,860       31,565      33,439  
Mortgage-backed, commercial mortgage-backed                                                 
  and other asset-backed securities.........   19,443      19,266        8,746       8,988  
                                              -------     -------      -------     -------  
  Subtotal..................................   48,811      48,126       40,311      42,427  
Redeemable preferred stocks.................       37          36          155         194  
                                              -------     -------      -------     -------  
     Total fixed maturities.................  $48,848     $48,162      $40,466     $42,621  
                                              =======     =======      =======     =======  

 Bonds not due at a single maturity date have been included in the above
table in the year of final contractual maturity. Actual maturities may differ   
from contractual maturities due to the exercise of prepayment options.          

The Company makes investments in collateralized mortgage obligations  
("CMOs"). CMOs typically have high credit quality, offer good liquidity, and    
provide a significant advantage in yield and total return compared to U.S.      
Treasury securities. The Company's investment strategy is to purchase CMO       
tranches which are protected against prepayment risk, including planned         
amortization class and last cash flow tranches. Prepayment protected tranches   
are preferred because they provide stable cash flows in a variety of interest   
rate scenarios. The Company does invest in other types of CMO tranches if a     
careful assessment indicates a favorable risk/return tradeoff. The Company does 
not purchase residual interests in CMOs.                                        

At December 31, 2005 and 2004, the Company held CMOs classified as    
available-for-sale with a fair value of $7,224 million and $2,395 million,      
respectively. Approximately 55% and 54% of the Company's CMO holdings were fully
collateralized by the Government National Mortgage Association ("GNMA"), the    
Federal National Mortgage Association ("FNMA") or the Federal Home Loan Mortgage
Corporation ("FHLMC") securities at December 31, 2005 and 2004, respectively. In
addition, the Company held $3,973 million and $2,359 million of GNMA, FNMA or   
FHLMC mortgage-backed pass-through securities at December 31, 2005 and 2004,    
respectively. All of these securities are rated AAA by the major rating         
agencies.                                                                       

    Sales or disposals of fixed maturities and equity securities classified as
available-for-sale were as follows:                                             

                                                        [Enlarge/Download Table]

                                       SUCCESSOR                  PREDECESSOR             
                                    ----------------  ----------------------------------- 
                                    SIX MONTHS ENDED  SIX MONTHS ENDED     YEARS ENDED    
                                      DECEMBER 31,        JUNE 30,         DECEMBER 31,   
                                    ----------------  ----------------   ---------------- 
                                          2005              2005          2004     2003   
                                    ----------------  ----------------   ------   ------- 
                                                       (IN MILLIONS)                      
                                                                                          
Proceeds...........................     $20,368            $2,971        $6,957   $13,101 
Gross investment gains.............     $    41            $  152        $  257   $   449 
Gross investment losses............     $  (318)           $  (96)       $ (219)  $  (364)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

There were no gross investment losses above that exclude writedowns   
recorded during the six months ended December 31, 2005. Gross investment losses 
exclude writedowns recorded during the six months ended June 30, 2005, and the  
years ended December 31, 2004 and 2003 for other-than-temporarily impaired      
available-for-sale fixed maturities and equity securities of $4 million, $42    
million and $109 million, respectively.                                         

   The Company periodically disposes of fixed maturity and equity securities
at a loss. Generally, such losses are insignificant in amount or in relation to 
the cost basis of the investment or are attributable to declines in fair value  
occurring in the period of disposition.                                         

UNREALIZED LOSSES FOR FIXED MATURITIES AND EQUITY SECURITIES                
AVAILABLE-FOR-SALE                                                          

  The following tables show the estimated fair values and gross unrealized
losses of the Company's fixed maturities (aggregated by sector) and equity      
securities in an unrealized loss position, aggregated by length of time that the
securities have been in a continuous unrealized loss position at December 31,   
2005 and 2004:                                                                  

                                                        [Enlarge/Download Table]

                                                                       SUCCESSOR                                 
                                      ---------------------------------------------------------------------------
                                                                   DECEMBER 31, 2005                             
                                      ---------------------------------------------------------------------------
                                                                  EQUAL TO OR GREATER                            
                                        LESS THAN 12 MONTHS         THAN 12 MONTHS                 TOTAL         
                                      -----------------------   -----------------------   -----------------------
                                                     GROSS                     GROSS                     GROSS   
                                      ESTIMATED    UNREALIZED   ESTIMATED    UNREALIZED   ESTIMATED    UNREALIZED
                                      FAIR VALUE      LOSS      FAIR VALUE      LOSS      FAIR VALUE      LOSS   
                                      ----------   ----------   ----------   ----------   ----------   ----------
                                                                 (DOLLARS IN MILLIONS)                           
                                                                                                                 
U.S. corporate securities............  $13,605        $393        $  --        $  --       $13,605        $393   
Residential mortgage-backed                                                                                      
  securities.........................    8,490         121           --           --         8,490         121   
U.S. Treasury/agency securities......    4,148          61           --           --         4,148          61   
Foreign corporate securities.........    4,284         139           --           --         4,284         139   
Commercial mortgage-backed                                                                                       
  securities.........................    3,654          75           --           --         3,654          75   
Asset-backed securities..............    1,741          14           --           --         1,741          14   
State and political subdivision                                                                                  
  securities.........................      549          25           --           --           549          25   
Foreign government securities........      147           2           --           --           147           2   
                                       -------        ----        -----        -----       -------        ----   
  Total bonds........................   36,618         830           --           --        36,618         830   
Redeemable preferred stocks..........       28           2           --           --            28           2   
                                       -------        ----        -----        -----       -------        ----   
  Total fixed maturities.............  $36,646        $832        $  --        $  --       $36,646        $832   
                                       =======        ====        =====        =====       =======        ====   
Equity securities....................  $   214        $  8        $  --        $  --       $   214        $  8   
                                       =======        ====        =====        =====       =======        ====   
Total number of securities in an                                                                                 
  unrealized loss position...........    4,711                       --                      4,711               
                                       =======                    =====                    =======               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                                       PREDECESSOR                                
                                       ---------------------------------------------------------------------------
                                                                    DECEMBER 31, 2004                             
                                       ---------------------------------------------------------------------------
                                                                   EQUAL TO OR GREATER                            
                                         LESS THAN 12 MONTHS         THAN 12 MONTHS                 TOTAL         
                                       -----------------------   -----------------------   -----------------------
                                                      GROSS                     GROSS                     GROSS   
                                       ESTIMATED    UNREALIZED   ESTIMATED    UNREALIZED   ESTIMATED    UNREALIZED
                                       FAIR VALUE      LOSS      FAIR VALUE      LOSS      FAIR VALUE      LOSS   
                                       ----------   ----------   ----------   ----------   ----------   ----------
                                                                  (DOLLARS IN MILLIONS)                           
                                                                                                                  
U.S. corporate securities.............   $2,943        $26          $192         $ 7         $3,135        $33    
Residential mortgage-backed                                                                                       
  securities..........................      551          3            53           1            604          4    
U.S. Treasury/agency securities.......       60         --            --          --             60         --    
Foreign corporate securities..........      944          8           178           4          1,122         12    
Commercial mortgage-backed                                                                                        
  securities..........................      250          3             7          --            257          3    
Asset-backed securities...............      294          2            45           1            339          3    
State and political subdivision                                                                                   
  securities..........................        4         --            11           1             15          1    
Foreign government securities.........       19         --            --          --             19         --    
                                         ------        ---          ----         ---         ------        ---    
  Total bonds.........................    5,065         42           486          14          5,551         56    
Redeemable preferred stocks...........       13         --             7           1             20          1    
                                         ------        ---          ----         ---         ------        ---    
  Total fixed maturities..............   $5,078        $42          $493         $15         $5,571        $57    
                                         ======        ===          ====         ===         ======        ===    
Equity securities.....................   $   31        $ 2          $  9         $--         $   40        $ 2    
                                         ======        ===          ====         ===         ======        ===    
Total number of securities in an                                                                                  
  unrealized loss position............      681                       89                        770               
                                         ======                     ====                     ======               

AGING OF GROSS UNREALIZED LOSSES FOR FIXED MATURITIES AND EQUITY SECURITIES 
AVAILABLE-FOR-SALE                                                          

   The following tables present the cost or amortized cost, gross unrealized
losses and number of securities for fixed maturities and equity securities at   
December 31, 2005 and 2004 where the estimated fair value had declined and      
remained below cost or amortized cost by less than 20%, or 20% or more for:     

                                                        [Enlarge/Download Table]

                                                             SUCCESSOR                                       
                      ---------------------------------------------------------------------------------------
                                                         DECEMBER 31, 2005                                   
                      ---------------------------------------------------------------------------------------
                        COST OR AMORTIZED COST        GROSS UNREALIZED LOSSES        NUMBER OF SECURITIES    
                      ---------------------------   ---------------------------   ---------------------------
                      LESS THAN 20%   20% OR MORE   LESS THAN 20%   20% OR MORE   LESS THAN 20%   20% OR MORE
                      -------------   -----------   -------------   -----------   -------------   -----------
                                                       (DOLLARS IN MILLIONS)                                 
                                                                                                             
Less than six                                                                                                
  months.............    $37,631          $69           $814            $26           4,663           48     
                         -------          ---           ----            ---           -----           --     
  Total..............    $37,631          $69           $814            $26           4,663           48     
                         =======          ===           ====            ===           =====           ==     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                                  PREDECESSOR                         
                                          ------------------------------------------------------------
                                                               DECEMBER 31, 2004                      
                                          ------------------------------------------------------------
                                               COST OR               GROSS                NUMBER      
                                            AMORTIZED COST     UNREALIZED LOSSES      OF SECURITIES   
                                          ------------------   ------------------   ------------------
                                          LESS THAN   20% OR   LESS THAN   20% OR   LESS THAN   20% OR
                                             20%       MORE       20%       MORE       20%       MORE 
                                          ---------   ------   ---------   ------   ---------   ------
                                                             (DOLLARS IN MILLIONS)                    
                                                                                                      
Less than six months....................   $4,115      $  1       $29      $  --       499         5  
Six months or greater but less than nine                                                              
  months................................      890        --        13         --       155        --  
Nine months or greater but less than                                                                  
  twelve months.........................      147        --         3         --        27        --  
Twelve months or greater................      517        --        14         --        84        --  
                                           ------      ----       ---      -----       ---        --  
  Total.................................   $5,669      $  1       $59      $  --       765         5  
                                           ======      ====       ===      =====       ===        ==  

As of December 31, 2005, $814 million of unrealized losses related to 
securities with an unrealized loss position less than 20% of cost or amortized  
cost, which represented 2% of the cost or amortized cost of such securities. As 
of December 31, 2004, $59 million of unrealized losses related to securities    
with an unrealized loss position less than 20% of cost or amortized cost, which 
represented 1% of the cost or amortized cost of such securities.                

As of December 31, 2005, $26 million of unrealized losses related to  
securities with an unrealized loss position greater than 20% of cost or         
amortized cost, which represented 38% of the cost or amortized cost of such     
securities. Of such unrealized losses, all have been in an unrealized loss      
position for a period of less than six months. As of December 31, 2004, there   
were no unrealized losses related to securities with an unrealized loss position
greater than 20% of cost or amortized cost.                                     

As described more fully in Note 2, the Company performs a regular     
evaluation, on a security-by-security basis, of its investment holdings in      
accordance with its impairment policy in order to evaluate whether such         
securities are other-than-temporarily impaired. In connection with the          
Acquisition, the Company's investment portfolio was revalued in accordance with 
purchase accounting as of July 1, 2005. The increase in the unrealized losses   
during 2005 is principally driven by an increase in interest rates since the    
portfolio revaluation at the Acquisition Date. Based upon the Company's         
evaluation of the securities in accordance with its impairment policy, the cause
of the decline being principally attributable to the general rise in rates      
during the year, and the Company's intent and ability to hold the fixed income  
and equity securities with unrealized losses for a period of time sufficient for
them to recover, the Company has concluded that the aforementioned securities   
are not other-than-temporarily impaired.                                        

SECURITIES LENDING PROGRAM                                                  

    The Company participates in a securities lending program whereby blocks of
securities, which are included in fixed maturity securities, are loaned to third
parties, primarily major brokerage firms. The Company requires a minimum of 102%
of the fair value of the loaned securities to be separately maintained as       
collateral for the loans. Securities with a cost or amortized cost of $8,478    
million and $2,106 million and an estimated fair value of $8,372 million and    
$1,918 million were on loan under the program at December 31, 2005 and 2004,    
respectively. Securities loaned under such transactions may be sold or repledged
by the transferee. The Company was liable for cash collateral under its control 
of $8,622 million and $1,986 million at December 31, 2005 and 2004,             
respectively. Securities loaned transactions are accounted for as financing     
arrangements on the Company's consolidated balance sheets and consolidated      
statements of cash flows and the income and expenses associated with the program
are reported in net investment income as investment                             

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

income and investment expenses, respectively. Security collateral of $174       
million and $341 million at December 31, 2005 and December 31, 2004,            
respectively, was on deposit from customers in connection with the securities   
lending transactions. Security collateral may not be sold or repledged and is   
not reflected in the consolidated financial statements.                         

ASSETS ON DEPOSIT AND HELD IN TRUST                                         

    The Company had investment assets on deposit with regulatory agencies with
a fair market value of $20 million and $21 million at December 31, 2005 and     
2004, respectively, consisting primarily of fixed maturity securities. The      
Company had no securities held in trust to satisfy collateral requirements at   
December 31, 2005. Company securities held in trust to satisfy collateral       
requirements, consisting primarily of fixed maturity securities, had an         
amortized cost of $15 million at December 31, 2004.                             

MORTGAGE AND CONSUMER LOANS                                                 

  At December 31, 2005 and 2004, the Company's mortgage and consumer loans
consisted of the following:                                                     

                                                        [Enlarge/Download Table]

                                                         SUCCESSOR          PREDECESSOR   
                                                     -----------------   -----------------
                                                     DECEMBER 31, 2005   DECEMBER 31, 2004
                                                     -----------------   -----------------
                                                                 (IN MILLIONS)            
                                                                                          
Current mortgage and consumer loans.................      $2,081              $2,070      
Underperforming mortgage and consumer loans.........          13                  54      
                                                          ------              ------      
  Total mortgage and consumer loans.................      $2,094              $2,124      
                                                          ======              ======      

    Underperforming assets include delinquent mortgage loans over 90 days past
due, loans in the process of foreclosure and loans modified at interest rates   
below market.                                                                   

     Mortgage loans are collaterized by properties located in the United States.
At December 31, 2005, approximately 37%, 12%, and 5% of the properties were     
located in California, New York, and New Jersey, respectively. Generally, the   
Company, as a lender, only loans up to 75% of the purchase price on the         
underlying real estate.                                                         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

NET INVESTMENT INCOME                                                       

The components of net investment income were as follows:              

                                                        [Enlarge/Download Table]

                                              SUCCESSOR                  PREDECESSOR              
                                           ----------------  ------------------------------------ 
                                           SIX MONTHS ENDED  SIX MONTHS ENDED      YEARS ENDED    
                                             DECEMBER 31,        JUNE 30,         DECEMBER 31,    
                                           ----------------  ----------------   ----------------- 
                                                 2005              2005          2004       2003  
                                           ----------------  ----------------   ------     ------ 
                                                               (IN MILLIONS)                      
                                                                                                  
Fixed maturities..........................      $1,169            $1,173        $2,336     $2,330 
Equity securities.........................           3                22             9        (21)
Mortgage and consumer loans...............          85                82           184        158 
Real estate and real estate joint                                                                 
  ventures................................           2                19            29         20 
Policy loans..............................          23                29            70         76 
Other limited partnership interests.......          33               217           262         32 
Cash, cash equivalents and short-term                                                             
  investments.............................          61                24            31         49 
Preferred stock of Citigroup..............          --                73           182        182 
Other.....................................          (6)                3             1         34 
                                                ------            ------        ------     ------ 
  Total...................................       1,370             1,642         3,104      2,860 
Less: Investment expenses.................         154                34            92        117 
                                                ------            ------        ------     ------ 
  Net investment income...................      $1,216            $1,608        $3,012     $2,743 
                                                ======            ======        ======     ====== 

NET INVESTMENT GAINS (LOSSES)                                               

Net investment gains (losses) were as follows:                        

                                                        [Enlarge/Download Table]

                                              SUCCESSOR                  PREDECESSOR              
                                           ----------------  ------------------------------------ 
                                           SIX MONTHS ENDED  SIX MONTHS ENDED      YEARS ENDED    
                                             DECEMBER 31,        JUNE 30,         DECEMBER 31,    
                                           ----------------  ----------------   ----------------- 
                                                 2005              2005          2004       2003  
                                           ----------------  ----------------   ------     ------ 
                                                               (IN MILLIONS)                      
                                                                                                  
Fixed maturities(1).......................      $ (278)           $   17        $  (21)    $  (33)
Equity securities.........................           1                35            17          9 
Mortgage and consumer loans...............          (8)                1             1        (14)
Real estate and real estate joint                                                                 
  ventures................................           7                 7             1          6 
Other limited partnership interests.......          (1)                2             1         44 
Sales of businesses.......................           2                --            --         -- 
Derivatives...............................         (11)             (402)          122        507 
Other.....................................         100               366          (112)      (487)
                                                ------            ------        ------     ------ 
  Net investment gains (losses)...........      $ (188)           $   26        $    9     $   32 
                                                ======            ======        ======     ====== 

---------------                                                                 
(1) Subsequent to the Acquisition, the Company's investment portfolio was       
   repositioned, resulting in significant net investment losses during the six
months ended December 31, 2005. Such losses resulted from the sale of   
securities during a period of rising interest rates.                    

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

NET UNREALIZED INVESTMENT GAINS (LOSSES)                                    

 The components of net unrealized investment gains (losses), included in
accumulated other comprehensive income (loss), were as follows:                 

                                                        [Enlarge/Download Table]

                                                 SUCCESSOR                 PREDECESSOR             
                                              ----------------  ---------------------------------- 
                                              SIX MONTHS ENDED  SIX MONTHS ENDED     YEARS ENDED   
                                                DECEMBER 31,        JUNE 30,        DECEMBER 31,   
                                              ----------------  ----------------   --------------- 
                                                    2005              2005          2004     2003  
                                              ----------------  ----------------   ------   ------ 
                                                                 (IN MILLIONS)                     
                                                                                                   
Fixed maturities.............................      $(686)            $2,124        $2,155   $1,966 
Equity securities............................         (3)                21            42       33 
Derivatives..................................          1                 83            (6)    (159)
Other........................................        (18)                 4             1       16 
Discontinued operations......................         --                 --           256      225 
                                                   -----             ------        ------   ------ 
  Total......................................       (706)             2,232         2,448    2,081 
Amounts allocated from DAC and VOBA..........        135                 --            --       -- 
Deferred income taxes........................        200               (781)         (856)    (725)
                                                   -----             ------        ------   ------ 
     Net unrealized investment gains                                                               
       (losses)..............................      $(371)            $1,451        $1,592   $1,356 
                                                   =====             ======        ======   ====== 

  The changes in net unrealized investment gains (losses) were as follows:

                                                        [Enlarge/Download Table]

                                                  SUCCESSOR                 PREDECESSOR             
                                               ----------------  ---------------------------------- 
                                               SIX MONTHS ENDED  SIX MONTHS ENDED     YEARS ENDED   
                                                 DECEMBER 31,        JUNE 30,        DECEMBER 31,   
                                               ----------------  ----------------   --------------- 
                                                     2005              2005          2004     2003  
                                               ----------------  ----------------   ------   ------ 
                                                                  (IN MILLIONS)                     
                                                                                                    
BALANCE, END OF PREVIOUS PERIOD..............      $ 1,451            $1,592        $1,356   $  454 
Effect of purchase accounting push down (See                                                        
  Note 1)....................................       (1,451)               --            --       -- 
                                                   -------            ------        ------   ------ 
BALANCE, BEGINNING OF PERIOD.................           --             1,592         1,356      454 
Unrealized investment gains (losses) during                                                         
  the period.................................         (706)               43           367    1,368 
Unrealized investment gains (losses) relating                                                       
  to:                                                                                               
  DAC and VOBA...............................          135                --            --       -- 
  Deferred income taxes......................          200               (18)         (131)    (466)
Restructuring transaction....................           --              (166)           --       -- 
                                                   -------            ------        ------   ------ 
BALANCE, END OF PERIOD.......................      $  (371)           $1,451        $1,592   $1,356 
                                                   =======            ======        ======   ====== 
Net change in unrealized investment gains                                                           
  (losses)...................................      $  (371)           $ (141)       $  236   $  902 
                                                   =======            ======        ======   ====== 

TRADING SECURITIES                                                          

   Net investment income for the six months ended December 31, 2005 and June
30, 2005 and the years ended December 31, 2004 and 2003 includes $6 million,    
($35) million, $44 million and $190 million, respectively, of gains (losses) on 
securities classified as trading. Of these amounts, ($3) million, $20 million,  
$78 million and $92 million relate to net gains (losses) recognized on trading  
securities sold during the six months ended December 31, 2005 and June 30, 2005 
and the years ended December 31, 2004 and 2003,                                 

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respectively. The remaining $9 million, ($55) million, ($34) million and $98    
million for the six months ended December 31, 2005 and June 30, 2005, and the   
years ended December 31, 2004 and 2003, respectively, relate to changes in fair 
value on trading securities held at December 31, 2005, June 30, 2005, December  
31, 2004 and December 31, 2003, respectively.                                   

VARIABLE INTEREST ENTITIES                                                  

     As of December 31, 2004, a collateralized debt obligation and a real estate
joint venture were consolidated as VIEs. The collateralized debt obligation was 
sold subsequent to June 30, 2005. The real estate joint venture experienced a   
reconsideration event that changed the Company's status so that it is no longer 
the primary beneficiary. The following table presents the total assets of and   
maximum exposure to loss relating to VIEs for which the Company has concluded   
that it holds significant variable interests but it is not the primary          
beneficiary and which have not been consolidated:                               

                                                        [Enlarge/Download Table]

                                                                DECEMBER 31, 2005    
                                                             ------------------------
                                                             NOT PRIMARY BENEFICIARY 
                                                             ------------------------
                                                                            MAXIMUM  
                                                               TOTAL      EXPOSURE TO
                                                             ASSETS (1)    LOSS (2)  
                                                             ----------   -----------
                                                                  (IN MILLIONS)      
                                                                                     
Asset-backed securitizations................................   $1,281        $ 69    
Real estate joint ventures(3)...............................       97          18    
Other limited partnerships(4)...............................    4,055         285    
Other investments(5)........................................      200          15    
                                                               ------        ----    
  Total.....................................................   $5,633        $387    
                                                               ======        ====    

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

(1) The assets of the asset-backed securitizations are reflected at fair value  
 at December 31, 2005. The assets of the real estate joint ventures, other
limited partnerships and other investments are reflected at the carrying
amounts at which such assets would have been reflected on the Company's 
consolidated balance sheet had the Company consolidated the VIE from the
date of its initial investment in the entity.                           

(2) The maximum exposure to loss of the asset-backed securitizations is equal to
    the carrying amounts of participation. The maximum exposure to loss relating
to real estate joint ventures, other limited partnerships and other     
   investments is equal to the carrying amounts plus any unfunded commitments,
reduced by amounts guaranteed by other partners.                        

(3) Real estate joint ventures include partnerships and other ventures which    
engage in the acquisition, development, management and disposal of real 
estate investments.                                                     

(4) Other limited partnerships include partnerships established for the purpose 
of investing in public and private debt and equity securities.          

(5) Other investments include securities that are not asset-backed              
securitizations.                                                        

4.  DERIVATIVE FINANCIAL INSTRUMENTS                                            

TYPES OF DERIVATIVE INSTRUMENTS                                             

 On the Acquisition Date, derivative revaluation gains were reclassified
from other assets to other invested assets to conform with MetLife's            
presentation.                                                                   

At the Acquisition Date, the Company's derivative positions which     
previously qualified for hedge accounting were dedesignated in accordance with  
SFAS 133. Such derivative positions were not redesignated                       

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

in hedging relationships. Accordingly, all changes in such derivative fair      
values for the six months ended December 31, 2005 are recorded in net investment
gains (losses).                                                                 

    The following table provides a summary of the notional amounts and current
market or fair value of derivative financial instruments held at:               

                                                        [Enlarge/Download Table]

                                          SUCCESSOR                        PREDECESSOR          
                               -------------------------------   -------------------------------
                                      DECEMBER 31, 2005                 DECEMBER 31, 2004       
                               -------------------------------   -------------------------------
                                           CURRENT MARKET OR                 CURRENT MARKET OR  
                                               FAIR VALUE                        FAIR VALUE     
                               NOTIONAL   --------------------   NOTIONAL   --------------------
                                AMOUNT    ASSETS   LIABILITIES    AMOUNT    ASSETS   LIABILITIES
                               --------   ------   -----------   --------   ------   -----------
                                                         (IN MILLIONS)                          
                                                                                                
Interest rate swaps........... $ 6,540     $356       $ 49       $ 5,702    $   59      $109    
Interest rate caps............   2,020       16         --           118         3        --    
Financial futures.............      81        2          1         1,339        --        --    
Foreign currency swaps........   3,084      429         72         3,219       850        45    
Foreign currency forwards.....     488       18          2           431        --         8    
Options.......................      --      165          3            --       189        --    
Financial forwards............      --       --          2            --         2         2    
Credit default swaps..........     957        2          2           415         4         3    
                               -------     ----       ----       -------    ------      ----    
  Total....................... $13,170     $988       $131       $11,224    $1,107      $167    
                               =======     ====       ====       =======    ======      ====    

     The above table does not include notional values for equity futures, equity
financial forwards, and equity options. At December 31, 2005 and 2004, the      
Company owned 587 and 217 equity futures contracts, respectively. Equity futures
market values are included in financial futures in the preceding table. At      
December 31, 2005 and 2004, the Company owned 73,500 and 115,400 equity         
financial forwards, respectively. Equity financial forwards market values are   
included in financial forwards in the preceding table. At December 31, 2005 and 
2004, the Company owned 1,420,650 and 1,144,700 equity options, respectively.   
Equity options market values are included in options in the preceding table. The
notional amount related to equity options for 2004 has been removed from the    
above table to conform to 2005 presentation.                                    

The following table provides a summary of the notional amounts of     
derivative financial instruments by maturity at December 31, 2005:              

                                                        [Enlarge/Download Table]

                                                            SUCCESSOR                                
                             ------------------------------------------------------------------------
                                                          REMAINING LIFE                             
                             ------------------------------------------------------------------------
                                        AFTER ONE YEAR   AFTER FIVE YEARS                            
                             ONE YEAR      THROUGH           THROUGH                                 
                             OR LESS      FIVE YEARS        TEN YEARS       AFTER TEN YEARS    TOTAL 
                             --------   --------------   ----------------   ---------------   -------
                                                          (IN MILLIONS)                              
                                                                                                     
Interest rate swaps.........  $  942        $2,929            $2,519             $150         $ 6,540
Interest rate caps..........   2,000            20                --               --           2,020
Financial futures...........      81            --                --               --              81
Foreign currency swaps......     535           869             1,616               64           3,084
Foreign currency forwards...     488            --                --               --             488
Credit default swaps........      95           836                26               --             957
                              ------        ------            ------             ----         -------
  Total.....................  $4,141        $4,654            $4,161             $214         $13,170
                              ======        ======            ======             ====         =======

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Interest rate swaps are used by the Company primarily to reduce market
risks from changes in interest rates and to alter interest rate exposure arising
from mismatches between assets and liabilities (duration mismatches). In an     
interest rate swap, the Company agrees with another party to exchange, at       
specified intervals, the difference between fixed rate and floating rate        
interest amounts as calculated by reference to an agreed notional principal     
amount. These transactions are entered into pursuant to master agreements that  
provide for a single net payment to be made by the counterparty at each due     
date.                                                                           

 The Company also enters into basis swaps to better match the cash flows
from assets and related liabilities. In a basis swap, both legs of the swap are 
floating with each based on a different index. Generally, no cash is exchanged  
at the outset of the contract and no principal payments are made by either      
party. A single net payment is usually made by one counterparty at each due     
date. Basis swaps are included in interest rate swaps in the preceding table.   

Interest rate caps are used by the Company primarily to protect its   
floating rate liabilities against rises in interest rates above a specified     
level and against interest rate exposure arising from mismatches between assets 
and liabilities (duration mismatches).                                          

 In exchange-traded interest rate (Treasury and swap) and equity futures
transactions, the Company agrees to purchase or sell a specified number of      
contracts, the value of which is determined by the different classes of interest
rate and equity securities, and to post variation margin on a daily basis in an 
amount equal to the difference in the daily market values of those contracts.   
The Company enters into exchange-traded futures with regulated futures          
commission merchants that are members of the exchange.                          

Exchange-traded interest rate (Treasury and swap) futures are used    
primarily to hedge mismatches between the duration of assets in a portfolio and 
the duration of liabilities supported by those assets, to hedge against changes 
in value of securities the Company owns or anticipates acquiring and to hedge   
against changes in interest rates on anticipated liability issuances by         
replicating Treasury or swap curve performance. The value of interest rate      
futures is substantially impacted by changes in interest rates and they can be  
used to modify or hedge existing interest rate risk.                            

Exchange-traded equity futures are used primarily to hedge liabilities
embedded in certain variable annuity products offered by the Company.           

 Foreign currency derivatives, including foreign currency swaps, foreign
currency forwards and currency option contracts, are used by the Company to     
reduce the risk from fluctuations in foreign currency exchange rates associated 
with its assets and liabilities denominated in foreign currencies. The Company  
also uses foreign currency forwards to hedge the foreign currency risk          
associated with certain of its net investments in foreign operations.           

 In a foreign currency swap transaction, the Company agrees with another
party to exchange, at specified intervals, the difference between one currency  
and another at a forward exchange rate calculated by reference to an agreed upon
principal amount. The principal amount of each currency is exchanged at the     
inception and termination of the currency swap by each party.                   

    In a foreign currency forward transaction, the Company agrees with another
party to deliver a specified amount of an identified currency at a specified    
future date. The price is agreed upon at the time of the contract and payment   
for such a contract is made in a different currency at the specified future     
date.                                                                           

   The Company enters into currency option contracts that give it the right,
but not the obligation, to sell the foreign currency amount in exchange for a   
functional currency amount within a limited time at a contracted price. The     
contracts may also be net settled in cash, based on differentials in the foreign
exchange rate and the strike price. Currency option contracts are included in   
options in the preceding table.                                                 

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 Equity index options are used by the Company primarily to hedge minimum
guarantees embedded in certain variable annuity products offered by the Company.
To hedge against adverse changes in equity indices, the Company enters into     
contracts to sell the equity index within a limited time at a contracted price. 
The contracts will be net settled in cash based on differentials in the indices 
at time of exercise and the strike price. Equity index options are included in  
options in the preceding table.                                                 

  Equity variance swaps are used by the Company primarily to hedge minimum
guarantees embedded in certain variable annuity products offered by the Company.
In an equity variance swap, the Company agrees with another party to exchange   
amounts in the future, based on changes in equity volatility over a defined     
period. Equity variance swaps are included in financial forwards in the         
preceding table.                                                                

Certain credit default swaps are used by the Company to hedge against 
credit-related changes in the value of its investments and to diversify its     
credit risk exposure in certain portfolios. In a credit default swap            
transaction, the Company agrees with another party, at specified intervals, to  
pay a premium to insure credit risk. If a credit event, as defined by the       
contract, occurs, generally the contract will require the swap to be settled    
gross by the delivery of par quantities of the referenced investment equal to   
the specified swap notional in exchange for the payment of cash amounts by the  
counterparty equal to the par value of the investment surrendered.              

   Credit default swaps are used in replication synthetic asset transactions
("RSATs") to synthetically create investments that are either more expensive to 
acquire or otherwise unavailable in the cash markets. RSATs are a combination of
a derivative and usually a U.S. Treasury or Agency security. RSATs that involve 
the use of credit default swaps are included in such classification in the      
preceding table.                                                                

HEDGING                                                                     

     The table below provides a summary of the notional amount and fair value of
derivatives by type of hedge designation at:                                    

                                                        [Enlarge/Download Table]

                                       SUCCESSOR                            PREDECESSOR            
                          -----------------------------------   -----------------------------------
                                   DECEMBER 31, 2005                     DECEMBER 31, 2004         
                          -----------------------------------   -----------------------------------
                                            FAIR VALUE                            FAIR VALUE       
                          NOTIONAL   ------------------------   NOTIONAL   ------------------------
                           AMOUNT      ASSETS     LIABILITIES    AMOUNT      ASSETS     LIABILITIES
                          --------   ----------   -----------   --------   ----------   -----------
                                                        (IN MILLIONS)                              
                                                                                                   
Fair value............... $    66       $ --         $ --       $ 1,506      $   --        $ 14    
Cash flow................     430          2           --         7,560         897         142    
Foreign operations.......      --         --           --            25          --          --    
Non-qualifying...........  12,674        986          131         2,133         210          11    
                          -------       ----         ----       -------      ------        ----    
     Total............... $13,170       $988         $131       $11,224      $1,107        $167    
                          =======       ====         ====       =======      ======        ====    

FAIR VALUE HEDGES                                                           

    The Company designates and accounts for the following as fair value hedges
when they have met the requirements of SFAS 133: (i) interest rate swaps to     
convert fixed rate investments to floating rate investments; (ii) foreign       
currency swaps to hedge the foreign currency fair value exposure of foreign     
currency denominated investments and liabilities; and (iii) interest rate       
futures to hedge against changes in value of fixed rate investments.            

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The Company recognized net investment gains (losses) representing the 
ineffective portion of all fair value hedges as follows:                        

                                                        [Enlarge/Download Table]

                                              SUCCESSOR                PREDECESSOR           
                                           ----------------  --------------------------------
                                           SIX MONTHS ENDED  SIX MONTHS ENDED    YEARS ENDED 
                                             DECEMBER 31,        JUNE 30,       DECEMBER 31, 
                                           ----------------  ----------------   -------------
                                                 2005              2005         2004    2003 
                                           ----------------  ----------------   -----   -----
                                                             (IN MILLIONS)                   
                                                                                             
Changes in the fair value of                                                                 
  derivatives.............................       $--               $(16)        $(21)   $  1 
Changes in the fair value of the items                                                       
  hedged..................................        --                  5          (12)    (24)
                                                 ---               ----         ----    ---- 
Net ineffectiveness of fair value hedging                                                    
  activities..............................       $--               $(11)        $(33)   $(23)
                                                 ===               ====         ====    ==== 

All components of each derivative's gain or loss were included in the 
assessment of hedge ineffectiveness, except for financial futures where the time
value component of the derivative has been excluded from the assessment of      
ineffectiveness. For the six months ended June 30, 2005 and the years ended     
December 31, 2004 and 2003, the cost of carry for financial futures was ($8)    
million, ($29) million and ($23) million, respectively.                         

    There were no instances in which the Company discontinued fair value hedge
accounting due to a hedged firm commitment no longer qualifying as a fair value 
hedge.                                                                          

CASH FLOW HEDGES                                                            

    The Company designates and accounts for the following as cash flow hedges,
when they have met the requirements of SFAS 133: (i) interest rate swaps to     
convert floating rate investments to fixed rate investments; (ii) interest rate 
swaps to convert floating rate liabilities into fixed rate liabilities; (iii)   
foreign currency swaps to hedge the foreign currency cash flow exposure of      
foreign currency denominated investments and liabilities; (iv) interest rate    
futures to hedge against changes in value of securities to be acquired; and (v) 
interest rate futures to hedge against changes in interest rates on liabilities 
to be issued.                                                                   

   For the six months ended December 31, 2005, the Company did not recognize
any net investment gains (losses) related to the assessment of hedge            
ineffectiveness. For the six months ended June 30, 2005, and the years ended    
December 31, 2004 and 2003, the Company recognized net investment gains (losses)
of ($5) million, $6 million and ($3) million, respectively, which represented   
the ineffective portion of all cash flow hedges. All components of each         
derivative's gain or loss were included in the assessment of hedge              
ineffectiveness. For the six months ended December 31, 2005 and June 30, 2005   
and for the years ended December 31, 2004 and 2003, there were no instances in  
which the Company discontinued cash flow hedge accounting because the forecasted
transactions did not occur on the anticipated date or in the additional time    
period permitted by SFAS 133. There were no hedged forecasted transactions,     
other than the receipt or payment of variable interest payments.                

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

   Presented below is a rollforward of the components of other comprehensive
income (loss), before income taxes, related to cash flow hedges:                

                                                        [Enlarge/Download Table]

                                                   SUCCESSOR                PREDECESSOR            
                                                ----------------  -------------------------------- 
                                                SIX MONTHS ENDED  SIX MONTHS ENDED    YEARS ENDED  
                                                  DECEMBER 31,        JUNE 30,       DECEMBER 31,  
                                                ----------------  ----------------   ------------- 
                                                      2005              2005         2004    2003  
                                                ----------------  ----------------   -----   ----- 
                                                                  (IN MILLIONS)                    
                                                                                                   
BALANCE, END OF PREVIOUS PERIOD...............        $ 83              $(6)         $(159)  $(286)
Effect of purchase accounting push down (See                                                       
  Note 1).....................................         (83)              --             --      -- 
                                                      ----              ---          -----   ----- 
BALANCE, BEGINNING OF PERIOD..................           -               (6)          (159)   (286)
Gains (losses) deferred in other comprehensive                                                     
  income (loss) on the effective portion of                                                        
  cash flow hedges............................           1               85            140     112 
Amounts reclassified to net investment                                                             
  income......................................          --                4             13      15 
                                                      ----              ---          -----   ----- 
BALANCE, END OF THE PERIOD....................        $  1              $83          $  (6)  $(159)
                                                      ====              ===          =====   ===== 

   At December 31, 2005, approximately ($5) million of the deferred net loss
on derivatives accumulated in other comprehensive income (loss) are expected to 
be reclassified to earnings during the year ending December 31, 2006.           

HEDGES OF NET INVESTMENTS IN FOREIGN OPERATIONS                             

 The Company uses forward exchange contracts, foreign currency swaps and
options to hedge portions of its net investment in foreign operations against   
adverse movements in exchange rates. The Company measures ineffectiveness on the
forward exchange contracts based upon the change in forward rates. There was no 
ineffectiveness recorded in 2005, 2004 or 2003.                                 

   The Company's consolidated statements of stockholder's equity for the six
months ended December 31, 2005 did not include any gains (losses) related to    
foreign currency contracts used to hedge its net investments in foreign         
operations. The Company's consolidated statements of stockholder's equity for   
the six months ended June 30, 2005, and the years ended December 31, 2004 and   
2003, included gains (losses) of $3 million, $1 million and ($6) million,       
respectively, related to foreign currency contracts used to hedge its net       
investments in foreign operations. When substantially all of the net investments
in foreign operations are sold or liquidated, the amounts in accumulated other  
comprehensive income ("AOCI") are reclassified to the consolidated statements of
income, while a pro rata portion is reclassified upon partial sale of the net   
investments in foreign operations.                                              

NON-QUALIFYING DERIVATIVES AND DERIVATIVES FOR PURPOSES OTHER THAN HEDGING  

   The Company enters into the following derivatives that do not qualify for
hedge accounting under SFAS 133 or for purposes other than hedging: (i) interest
rate swaps, purchased caps, and interest rate futures to minimize its exposure  
to interest rate volatility; (ii) foreign currency forwards, swaps and option   
contracts to minimize its exposure to adverse movements in exchange rates; (iii)
credit default swaps to minimize its exposure to adverse movements in credit;   
(iv) equity futures, equity index options and equity variance swaps to          
economically hedge liabilities embedded in certain variable annuity products;   
(v) RSATs to synthetically create investments; and (vi) basis swaps to better   
match the cash flows from assets and related liabilities.                       

     Effective at the Acquisition Date, the Company's derivative positions which
previously qualified for hedge accounting were dedesignated in accordance with  
SFAS 133. Such derivative positions were not                                    

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

redesignated and were included with the Company's other non-qualifying          
derivative positions from the Acquisition Date through December 31, 2005. For   
the six months ended December 31, 2005 and June 30, 2005, and the years ended   
December 31, 2004 and 2003, the Company recognized as net investment gains      
(losses) changes in fair value of ($1) million, ($10) million, ($33) million and
($96) million, respectively, related to derivatives that do not qualify for     
hedge accounting.                                                               

EMBEDDED DERIVATIVES                                                        

The Company has certain embedded derivatives that are required to be  
separated from their host contracts and accounted for as derivatives. These host
contracts include guaranteed minimum accumulation and withdrawal benefits. The  
fair value of the Company's embedded derivative liabilities was $40 million and 
$181 million at December 31, 2005 and 2004, respectively. The amounts recorded  
in net investment gains (losses) for the six months ended December 31, 2005 and 
June 30, 2005 and during the year ended December 31, 2004 were gains (losses) of
$39 million, ($3) million and $30 million, respectively. There were no          
investment gains (losses) associated with embedded derivatives during the year  
ended December 31, 2003.                                                        

CREDIT RISK                                                                 

The Company may be exposed to credit related losses in the event of   
nonperformance by counterparties to derivative financial instruments. Generally,
the current credit exposure of the Company's derivative contracts is limited to 
the fair value at the reporting date. The credit exposure of the Company's      
derivative transactions is represented by the fair value of contracts with a net
positive fair value at the reporting date.                                      

As noted above, the Company manages its credit risk related to        
over-the-counter derivatives by entering into transactions with creditworthy    
counterparties, maintaining collateral arrangements and through the use of      
master agreements that provide for a single net payment to be made by one       
counterparty to another at each due date and upon termination. Because exchange 
traded futures are effected through regulated exchanges, and positions are      
marked to market on a daily basis, the Company has minimal exposure to credit   
related losses in the event of nonperformance by counterparties to such         
derivative instruments.                                                         

     The Company enters into various collateral arrangements, which require both
the pledging and accepting of collateral in connection with its derivative      
instruments. As of December 31, 2005 and 2004, the Company was obligated to     
return cash collateral under its control of $128 million and $229 million,      
respectively. This unrestricted cash collateral is included in cash and cash    
equivalents and the obligation to return it is included in payables for         
collateral under securities loaned and other transactions in the consolidated   
balance sheet. As of December 31, 2005 and 2004, the Company had also accepted  
collateral consisting of various securities with a fair market value of $427    
million and $584 million, respectively, which is held in separate custodial     
accounts. The Company is permitted by contract to sell or repledge this         
collateral, but as of December 31, 2005 and 2004, none of the collateral had    
been sold or repledged. As of December 31, 2005, the Company had not pledged any
collateral related to derivative instruments.                                   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

5.  INSURANCE                                                                   

DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED            

  Information regarding DAC and VOBA for the years ended December 31, 2003
and 2004, and the six months ended June 30, 2005 and December 31, 2005, is as   
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                              DAC      VOBA      TOTAL  
                                                             ------   -------   ------- 
                                                                   (IN MILLIONS)        
                                                                                        
BALANCE AT JANUARY 1, 2003 (PREDECESSOR).................... $2,044   $   115   $ 2,159 
  Capitalization............................................    583        --       583 
  Less: amortization........................................    266        14       280 
                                                             ------   -------   ------- 
BALANCE AT DECEMBER 31, 2003 (PREDECESSOR)..................  2,361       101     2,462 
  Capitalization............................................    810        --       810 
  Less: amortization........................................    399        11       410 
                                                             ------   -------   ------- 
BALANCE AT DECEMBER 31, 2004 (PREDECESSOR)..................  2,772        90     2,862 
  Capitalization............................................    426        --       426 
  Less: amortization........................................    230         6       236 
                                                             ------   -------   ------- 
BALANCE AT JUNE 30, 2005 (PREDECESSOR)......................  2,968        84     3,052 
Effect of purchase accounting push down (See Note 1)........ (2,968)    3,406       438 
                                                             ------   -------   ------- 
BALANCE AT JULY 1, 2005 (SUCCESSOR).........................     --     3,490     3,490 
                                                             ------   -------   ------- 
  Capitalization............................................    262        --       262 
                                                             ------   -------   ------- 
  Less: amortization related to:                                                        
     Net investment gains (losses)..........................     (4)      (25)      (29)
     Unrealized investment gains (losses)...................    (32)     (103)     (135)
     Other expenses.........................................     17       198       215 
                                                             ------   -------   ------- 
       Total amortization...................................    (19)       70        51 
                                                             ------   -------   ------- 
BALANCE AT DECEMBER 31, 2005 (SUCCESSOR).................... $  281   $ 3,420   $ 3,701 
                                                             ======   =======   ======= 

     The estimated future amortization expense for the next five years allocated
to other expenses for VOBA is $320 million in 2006, $313 million in 2007, $296  
million in 2008, $278 million in 2009 and $257 million in 2010.                 

    Amortization of VOBA and DAC is related to (i) investment gains and losses
and the impact of such gains and losses on the amount of the amortization; (ii) 
unrealized investment gains and losses to provide information regarding the     
amount that would have been amortized if such gains and losses had been         
recognized; and (iii) other expenses to provide amounts related to the gross    
profits originating from transactions other than investment gains and losses.   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

VALUE OF DISTRIBUTION AGREEMENTS AND CUSTOMER RELATIONSHIPS ACQUIRED        

    Changes in value of distribution agreements ("VODA") and value of customer
relationships acquired ("VOCRA"), which are reported within other assets in the 
consolidated balance sheet, are as follows:                                     

                                                                [Download Table]

                                                              (IN MILLIONS)
                                                                           
BALANCE AT DECEMBER 31, 2004 (PREDECESSOR)..................       $--     
Effect of purchase accounting push down (See Note 1)........        73     
Amortization................................................        --     
                                                                   ---     
BALANCE AT JULY 1, 2005 (SUCCESSOR).........................        73     
Capitalization..............................................        --     
Amortization................................................        (1)    
                                                                   ---     
BALANCE AT DECEMBER 31, 2005 (SUCCESSOR)....................       $72     
                                                                   ===     

  The estimated future amortization expense for the next five years of the
value of distribution agreements and customer relationships acquired is $2      
million in 2006, $3 million in 2007, $4 million in 2008, $4 million in 2009 and 
$5 million in 2010.                                                             

SALES INDUCEMENTS                                                           

Changes in deferred sales inducements are as follows:                 

                                                        [Enlarge/Download Table]

                                            SUCCESSOR                 PREDECESSOR          
                                         ----------------   -------------------------------
                                         SIX MONTHS ENDED   SIX MONTHS ENDED    YEAR ENDED 
                                           DECEMBER 31,         JUNE 30,       DECEMBER 31,
                                         ----------------   ----------------   ------------
                                               2005               2005             2004    
                                         ----------------   ----------------   ------------
                                                           (IN MILLIONS)                   
                                                                                           
BALANCE, END OF PREVIOUS PERIOD.........       $ 81               $50              $--     
Effect of purchase accounting push down                                                    
  (See Note 1)..........................        (81)               --               --     
                                               ----               ---              ---     
Balance, beginning of period............         --                50               --     
Capitalization..........................         23                33               51     
Amortization............................         --                (2)              (1)    
                                               ----               ---              ---     
BALANCE, END OF PERIOD..................       $ 23               $81              $50     
                                               ====               ===              ===     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

LIABILITIES FOR UNPAID CLAIMS AND CLAIM EXPENSES                            

   The following table provides an analysis of the activity in the liability
for unpaid claims and claim expenses relating to group accident and non-medical 
health policies and contracts:                                                  

                                                        [Enlarge/Download Table]

                                           SUCCESSOR                PREDECESSOR           
                                        ----------------  --------------------------------
                                        SIX MONTHS ENDED  SIX MONTHS ENDED    YEARS ENDED 
                                          DECEMBER 31,        JUNE 30,       DECEMBER 31, 
                                        ----------------  ----------------   -------------
                                              2005              2005         2004    2003 
                                        ----------------  ----------------   -----   -----
                                                          (IN MILLIONS)                   
                                                                                          
BALANCE, BEGINNING OF PERIOD...........      $ 511              $489         $434    $368 
     Less: reinsurance recoverables....       (367)             (347)        (294)   (240)
                                             -----              ----         ----    ---- 
  Net balance at beginning of period...        144               142          140     128 
                                             -----              ----         ----    ---- 
  Effect of purchase accounting                                                           
     pushdown..........................         (7)               --           --      -- 
  Incurred related to:                                                                    
     Current period....................         19                17           22      32 
     Prior period......................         (3)               (3)           4       5 
                                             -----              ----         ----    ---- 
       Total incurred..................         16                14           26      37 
                                             -----              ----         ----    ---- 
  Paid related to:                                                                        
     Current period....................         (1)               (1)          (1)     (1)
     Prior period......................        (13)              (11)         (23)    (24)
                                             -----              ----         ----    ---- 
       Total paid......................        (14)              (12)         (24)    (25)
                                             -----              ----         ----    ---- 
  Net balance at end of period.........        139               144          142     140 
     Add: reinsurance recoverables.....        373               367          347     294 
                                             -----              ----         ----    ---- 
BALANCE, END OF PERIOD.................      $ 512              $511         $489    $434 
                                             =====              ====         ====    ==== 

Claims and claim adjustment expenses associated with prior periods    
decreased by $3 million for both the six months ended December 31, 2005 and the 
six months ended June 30, 2005. Claims and claim adjustment expenses associated 
with prior periods increased by $4 million and $5 million for the years ended   
December 31, 2004 and 2003, respectively. In all periods presented, the change  
was due to differences between actual benefit periods and expected benefit      
periods for long-term care and disability contracts.                            

GUARANTEES                                                                  

The Company issues annuity contracts which may include contractual    
guarantees to the contractholder for the highest contract value on a specified  
anniversary date minus any withdrawals following the contract anniversary, or   
total deposits made to the contract less any partial withdrawals plus a minimum 
return ("anniversary contract value" or "minimum return"). These guarantees     
include benefits that are payable in the event of death.                        

 The Company also issues universal and variable life contracts where the
Company contractually guarantees to the contractholder a secondary guarantee.   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

   The Company had the following types of guarantees relating to annuity and
universal and variable life contracts at:                                       

ANNUITY CONTRACTS                                                           

                                                        [Enlarge/Download Table]

                                                    SUCCESSOR                       PREDECESSOR          
                                          ------------------------------   ------------------------------
                                                DECEMBER 31, 2005                DECEMBER 31, 2004       
                                          ------------------------------   ------------------------------
                                              IN THE            AT             IN THE            AT      
                                          EVENT OF DEATH   ANNUITIZATION   EVENT OF DEATH   ANNUITIZATION
                                          --------------   -------------   --------------   -------------
                                                               (DOLLARS IN MILLIONS)                     
                                                                                                         
ANNIVERSARY CONTRACT VALUE OR MINIMUM                                                                    
  RETURN                                                                                                 
  Account value (general and separate                                                                    
     account)............................    $ 32,772           N/A           $ 30,833           N/A     
  Net amount at risk.....................    $    852(1)        N/A(2)        $  1,255(1)        N/A(2)  
  Average attained age of                                                                                
     contractholders.....................    60 years           N/A           59 years           N/A     

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

(1) The net amount at risk for guarantees of amounts in the event of death is   
defined as the current guaranteed minimum death benefit in excess of the
current account balance at the balance sheet date.                      

(2) The net amount at risk for guarantees of amounts at annuitization is defined
    as the present value of the minimum guaranteed annuity payments available to
  the contractholder determined in accordance with the terms of the contract
in excess of the current account balance.                               

UNIVERSAL AND VARIABLE LIFE CONTRACTS                                       

                                                        [Enlarge/Download Table]

                                                     SUCCESSOR                    PREDECESSOR       
                                             -------------------------     -------------------------
                                                 DECEMBER 31, 2005             DECEMBER 31, 2004    
                                             -------------------------     -------------------------
                                             SECONDARY       PAID UP       SECONDARY       PAID UP  
                                             GUARANTEES     GUARANTEES     GUARANTEES     GUARANTEES
                                             ----------     ----------     ----------     ----------
                                                              (DOLLARS IN MILLIONS)                 
                                                                                                    
Account value (general and separate                                                                 
  account)..................................  $  1,944         N/A          $  1,239         N/A    
Net amount at risk..........................  $ 25,795(1)      N/A(1)       $ 15,182(1)      N/A(1) 
Average attained age of policyholders.......  57 years         N/A          57 years         N/A    

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

(1) The net amount at risk for guarantees of amounts in the event of death is   
defined as the current guaranteed minimum death benefit in excess of the
current account balance at the balance sheet date.                      

 The net amount at risk is based on the direct amount at risk (excluding
reinsurance).                                                                   

 The Company's annuity and life contracts with guarantees may offer more
than one type of guarantee in each contract. Therefore, the amounts listed above
may not be mutually exclusive.                                                  

   Liabilities incurred, relating to annuity contracts, for guaranteed death
benefits were $3 million for the six months ended December 31, 2005. There were 
no guaranteed death benefits incurred for the six months ended June 30, 2005 or 
the years ended December 31, 2004 and 2003. Liabilities incurred, relating to   
universal and variable life contracts, for secondary guarantees were $6 million,
$5 million and $2 million for the six months ended December 31, 2005 and June   
30, 2005, and the years ended December 31, 2004 and 2003, respectively.         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

 Account balances of contracts with insurance guarantees are invested in
separate account asset classes as follows:                                      

                                                        [Enlarge/Download Table]

                                                         SUCCESSOR          PREDECESSOR   
                                                     -----------------   -----------------
                                                     DECEMBER 31, 2005   DECEMBER 31, 2004
                                                     -----------------   -----------------
Mutual Fund Groupings                                            (IN MILLIONS)            
                                                                                          
Equity..............................................      $19,969             $17,611     
Bond................................................        2,434               2,183     
Balanced............................................        2,899               3,250     
Money Market........................................          654                 681     
Specialty...........................................          621                 649     
                                                          -------             -------     
  TOTAL.............................................      $26,577             $24,374     
                                                          =======             =======     

SEPARATE ACCOUNTS                                                           

Separate account assets and liabilities include pass-through separate 
accounts totaling $30,295 million and $28,703 million at December 31, 2005 and  
2004, respectively, for which the policyholder assumes all investment risk, and 
separate accounts with a minimum return or account value for which the Company  
contractually guarantees either a minimum return or account value to the        
policyholder which totaled $943 million and $2,039 million at December 31, 2005 
and 2004, respectively. The average interest rates credited on these contracts  
were 4.5% and 4% at December 31, 2005 and 2004, respectively.                   

   Fees charged to the separate accounts by the Company (including mortality
charges, policy administration fees and surrender charges) are reflected in the 
Company's revenues as universal life and investment-type product policy fees and
totaled $232 million, $203 million, $375 million and $300 million for the six   
months ended December 31, 2005 and June 30, 2005 and the years ended December   
31, 2004 and 2003, respectively.                                                

     The Company did not have any proportional interest in separate accounts for
fixed maturities, equity securities, and cash and cash equivalents reported on  
the consolidated balance sheet at December 31, 2005.                            

   For the six months ended December 31, 2005 and June 30, 2005 and the year
ended December 31, 2004, there were no investment gains (losses) on transfers of
assets from the general account to the separate accounts.                       

6.  REINSURANCE                                                                 

    Since 1997, the majority of the Company's universal life business has been
reinsured under an 80% ceded/20% retained yearly renewable term ("YRT") quota   
share reinsurance program, and its term life business has been reinsured under a
90%/10% YRT quota share reinsurance program. Beginning June 1, 2002, COLI       
business has been reinsured under a 90%/10% quota share reinsurance program.    
Beginning in September 2002, newly issued term life business has been reinsured 
under a 90%/10% coinsurance quota share reinsurance program. Subsequently,      
portions of this term coinsurance have reverted to YRT for new business.        
Effective May 1, 2005, the Company's quota share program for YRT and coinsurance
changed to 70%/30%. Within its normal course of business, the Company may retain
up to $5 million per life and reinsures 100% of amounts in excess of the        
Company's retention limits. Generally, the maximum retention on an ordinary life
risk is $2.5 million. Maximum retention of $2.5 million is generally reached on 
policies in excess of $12.5 million for universal life and $25 million for term 
insurance. Under certain circumstances, the Company may elect to retain up to   
$25 million per life. For other plans of insurance, it is the policy of the     
Company to obtain reinsurance for amounts above certain retention limits on     
individual life policies, which                                                 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

limits vary with age and underwriting classification. Total in-force business   
ceded under reinsurance contracts is $78 billion and $74 billion at December 31,
2005 and 2004, respectively. The Company evaluates its reinsurance programs     
routinely and may increase or decrease its retention at any time. Placement of  
reinsurance is done primarily on an automatic basis and also on a facultative   
basis for risks of specific characteristics.                                    

     In addition to reinsuring mortality risk, the Company reinsures other risks
and specific coverages. The Company routinely reinsures certain classes of risks
to limit its exposure to particular travel, avocation and lifestyle hazards. The
Company uses excess of loss and quota share reinsurance arrangements to limit   
its maximum loss, provide greater diversification of risk and minimize exposure 
to larger risks.                                                                

The Company reinsures its business through a diversified group of     
reinsurers. No single unaffiliated reinsurer has a material obligation to the   
Company nor is the Company's business substantially dependent upon any          
reinsurance contracts. The Company is contingently liable with respect to ceded 
reinsurance should any reinsurer be unable to meet its obligations under these  
agreements.                                                                     

  Prior to April 1, 2001, the Company reinsured the GMDB rider exposure on
its variable annuity products. Total variable annuity account balances with GMDB
riders were $32.8 billion, of which $12.0 billion, or 36%, was reinsured, and   
$26.7 billion, of which $12.0 billion, or 45%, was reinsured at December 31,    
2005 and 2004, respectively. GMDBs are payable upon the death of the            
contractholder. When the benefits payable are greater than the account value of 
the variable annuity, the difference is called the net amount at risk ("NAR").  
NAR totaled $0.9 billion, of which $0.8 billion, or 89%, is reinsured and $1.3  
billion, of which $1.1 billion, or 85%, is reinsured at December 31, 2005 and   
2004, respectively.                                                             

TIC's workers' compensation business is reinsured through a 100%      
quota-share agreement with The Travelers Indemnity Company, an insurance        
subsidiary of St. Paul Travelers.                                               

Effective July 1, 2000, the Company reinsured 90% of its individual   
long-term care insurance business with General Electric Capital Assurance       
Company ("GECAC") and its subsidiary in the form of indemnity reinsurance       
agreements. Written premiums ceded per these agreements were $122 million and   
$111 million for the six months ended December 31, 2005 and June 30, 2005,      
respectively. Earned premiums ceded were $119 million and $112 million for the  
six months ended December 31, and June 30, 2005, respectively. Total written    
premiums ceded were $224 million and $227 million for the years ending December 
31, 2004 and 2003, respectively.                                                

In accordance with the terms of the reinsurance agreement, GECAC will 
effect assumption and novation of the reinsured contracts, to the extent        
permitted by law, no later than July 1, 2008. Effective June 30, 2005, TIC      
entered into an agreement with CIHC to effectively transfer the remaining       
results from the long-term care block of business from TIC to CIHC. Under the   
terms of this agreement, any gains or losses remaining after the terms of the   
indemnity reinsurance agreement are satisfied, are reimbursable from CIHC for   
losses, or payable to CIHC for gains. TIC does however retain limited investment
exposure related to the reinsured contracts. Citigroup unconditionally          
guarantees the performance of its subsidiary, CIHC.                             

   In 2004, The Travelers Life and Annuity Reinsurance Company ("TLARC") was
formed by TIC as a pure captive insurer in order to permit TIC and TLAC to cede 
100% of its risk associated with the secondary death benefit guarantee rider on 
certain universal life contracts. TIC dividended TLARC's stock to CIHC in late  
2004. As part of the Acquisition, TLARC became a direct subsidiary of MetLife.  
See Notes 11 and 16.                                                            

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

   The amounts in the consolidated statements of income are presented net of
reinsurance ceded. The effects of reinsurance were as follows:                  

                                                        [Enlarge/Download Table]

                                         SUCCESSOR                 PREDECESSOR             
                                     -----------------  ---------------------------------- 
                                     SIX MONTHS ENDED   SIX MONTHS ENDED     YEARS ENDED   
                                       DECEMBER 31,         JUNE 30,        DECEMBER 31,   
                                     -----------------  ----------------   --------------- 
                                           2005               2005          2004     2003  
                                     -----------------  ----------------   ------   ------ 
                                                        (IN MILLIONS)                      
                                                                                           
Direct premiums earned..............       $ 381             $ 466         $1,191   $1,376 
Reinsurance ceded...................        (159)             (141)          (280)    (294)
                                           -----             -----         ------   ------ 
Net premiums earned.................       $ 222             $ 325         $  911   $1,082 
                                           =====             =====         ======   ====== 
Reinsurance recoverables netted                                                            
  against policyholder benefits.....       $ 521             $ 264         $  475   $  416 
                                           =====             =====         ======   ====== 

Written premiums are not materially different than earned premiums    
presented in the preceding table.                                               

    Reinsurance recoverables, included in premiums and other receivables, were
$4,283 million and $3,884 million at December 31, 2005 and 2004, respectively,  
including $2,772 million and $1,904 million at December 31, 2005 and 2004,      
respectively, relating to runoff of long-term care business and $1,356 million  
and $1,489 million at December 31, 2005 and 2004, respectively, relating to     
reinsurance on the runoff of workers compensation business. Reinsurance premiums
and ceded commissions payable included in other liabilities were $49 million and
$48 million at December 31, 2005 and 2004, respectively.                        

7.  INCOME TAXES                                                                

  The provision for income taxes for continuing operations was as follows:

                                                        [Enlarge/Download Table]

                                           SUCCESSOR                PREDECESSOR           
                                        ----------------  --------------------------------
                                        SIX MONTHS ENDED  SIX MONTHS ENDED    YEARS ENDED 
                                          DECEMBER 31,        JUNE 30,       DECEMBER 31, 
                                        ----------------  ----------------   -------------
                                              2005              2005         2004    2003 
                                        ----------------  ----------------   -----   -----
                                                          (IN MILLIONS)                   
                                                                                          
Current:                                                                                  
  Federal..............................       $58               $197         $368    $179 
  Foreign..............................        --                  1            1       3 
                                              ---               ----         ----    ---- 
                                               58                198          369     182 
                                              ---               ----         ----    ---- 
Deferred:                                                                                 
  Federal..............................        40                  7           (8)     58 
                                              ---               ----         ----    ---- 
Provision for income taxes.............       $98               $205         $361    $240 
                                              ===               ====         ====    ==== 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

   Reconciliations of the income tax provision at the U.S. statutory rate to
the provision for income taxes as reported for continuing operations were as    
follows:                                                                        

                                                        [Enlarge/Download Table]

                                           SUCCESSOR                PREDECESSOR           
                                        ----------------  --------------------------------
                                        SIX MONTHS ENDED  SIX MONTHS ENDED    YEARS ENDED 
                                          DECEMBER 31,        JUNE 30,       DECEMBER 31, 
                                        ----------------  ----------------   -------------
                                              2005              2005         2004    2003 
                                        ----------------  ----------------   -----   -----
                                                          (IN MILLIONS)                   
                                                                                          
Tax provision at U.S. statutory rate...       $119              $259         $473    $405 
Tax effect of:                                                                            
  Tax exempt investment income.........        (20)              (46)         (86)    (84)
  Tax reserve release..................         --                --          (23)    (79)
  Other, net...........................         (1)               (8)          (3)     (2)
                                              ----              ----         ----    ---- 
Provision for income taxes.............       $ 98              $205         $361    $240 
                                              ====              ====         ====    ==== 

   Deferred income taxes represent the tax effect of the differences between
the book and tax bases of assets and liabilities. Net deferred income tax assets
and liabilities consisted of the following:                                     

                                                        [Enlarge/Download Table]

                                                         SUCCESSOR          PREDECESSOR   
                                                     -----------------   -----------------
                                                     DECEMBER 31, 2005   DECEMBER 31, 2004
                                                     -----------------   -----------------
                                                                 (IN MILLIONS)            
                                                                                          
Deferred income tax assets:                                                               
  Benefit, reinsurance and other policyholder                                             
     liabilities....................................      $2,141              $   756     
  Operating lease reserves..........................          13                   47     
  Employee benefits.................................           3                  169     
  Net unrealized investment losses..................         200                   --     
  Capital loss carryforwards........................          92                   --     
  Other.............................................          20                  114     
                                                          ------              -------     
  Total.............................................       2,469                1,086     
                                                          ------              -------     
Deferred income tax liabilities:                                                          
  DAC and VOBA......................................      (1,174)                (785)    
  Net unrealized investment gains...................          --                 (763)    
  Investments, net..................................         (12)                (832)    
  Other.............................................          --                  (77)    
                                                          ------              -------     
  Total.............................................      (1,186)              (2,457)    
                                                          ------              -------     
Net deferred income tax asset (liability)...........      $1,283              $(1,371)    
                                                          ======              =======     

At December 31, 2005, the Company has a net deferred tax asset. If the
Company determines that any of its deferred tax assets will not result in future
tax benefits, a valuation allowance must be established for the portion of these
assets that are not expected to be realized. Based predominantly upon a review  
of the Company's anticipated future taxable income, but also including all other
available evidence, both positive and negative, the Company's management        
concluded that it is "more likely than not" that the net deferred tax asset will
be realized.                                                                    

    Capital loss carryforwards amount to $263 million at December 31, 2005 and
will expire in 2010.                                                            

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 Subsequent to the Acquisition, the Company will file a consolidated tax
return with its subsidiary, TLAC. The companies will execute a Tax Sharing      
Agreement (the "Tax Agreement") prior to the filing of the 2005 consolidated tax
return. Under the Tax Agreement, the federal income taxes will be allocated     
between the companies on a separate return basis and adjusted for credits and   
other amounts required by the Tax Agreement.                                    

    For the periods prior to the Acquisition, the Company and its subsidiaries
filed a consolidated federal income tax return with Citigroup and were part of a
Tax Sharing Agreement with Citigroup (the "Citigroup Tax Agreement"). Under the 
Citigroup Tax Agreement, the federal income taxes are allocated to each member  
of the consolidated group on a separate return basis adjusted for credits and   
other amounts required by the Citigroup Tax Agreement. TIC had $305 million     
payable to Citigroup at December 31, 2004 related to the Citigroup Tax          
Agreement.                                                                      

Under the Life Insurance Company Tax Act of 1959, stock life insurance
companies were required to maintain a policyholders' surplus account containing 
the accumulated portion of current income which had not been subject to income  
tax in the year earned. The Deficit Reduction Act of 1984 required that no      
future amounts be added after 1983 to the policyholders' surplus account and    
that any future distributions to shareholders from the account would become     
subject to income at the general corporate income tax rate then in effect.      
During 2004, the American Jobs Creation Act of 2004 ("AJCA") was enacted. The   
AJCA provides, in part, that distributions from policyholders' surplus accounts 
during 2005 and 2006 will not be taxed. The amount of policyholders' surplus    
account at December 31, 2004 was approximately $932 million. If the entire      
policyholders' surplus account were deemed to be distributed in 2004, there     
would have been a tax liability of approximately $326 million. No current or    
deferred taxes have been provided on these amounts in the past because          
management considered the conditions under which these taxes would be paid      
remote. For federal income tax purposes, an election under Internal Revenue Code
Section 338 was made by MetLife upon Acquisition. The Section 338 election      
results in a deemed distribution of the Company's policyholders' surplus account
in 2005. However, due to the provision of the AJCA, no tax liability will be    
incurred as a result of this deemed distribution of policyholders' surplus in   
2005.                                                                           

8.  CONTINGENCIES, COMMITMENTS AND GUARANTEES                                   

CONTINGENCIES                                                               

LITIGATION                                                                  

  The Company is a defendant in a number of litigation matters. In some of
the matters, indeterminate amounts, including punitive and treble damages, are  
sought. Modern pleading practice in the United States permits considerable      
variation in the assertion of monetary damages or other relief. Jurisdictions   
may permit claimants not to specify the monetary damages sought or may permit   
claimants to state only that the amount sought is sufficient to invoke the      
jurisdiction of the trial court. In addition, jurisdictions may permit          
plaintiffs to allege monetary damages in amounts well exceeding reasonably      
possible verdicts in the jurisdiction for similar matters. This variability in  
pleadings, together with the actual experience of the Company in litigating or  
resolving through settlement numerous claims over an extended period of time,   
demonstrate to management that the monetary relief which may be specified in a  
lawsuit or claim bears little relevance to its merits or disposition value.     
Thus, unless stated below, the specific monetary relief sought is not noted.    

   Due to the vagaries of litigation, the outcome of a litigation matter and
the amount or range of potential loss at particular points in time may normally 
be inherently impossible to ascertain with any degree of certainty. Inherent    
uncertainties can include how fact finders will view individually and in their  
totality documentary evidence, the credibility and effectiveness of witnesses'  
testimony, and how trial and appellate courts will apply the law in the context 
of the pleadings or evidence presented, whether by motion practice, or          

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at trial or on appeal. Disposition valuations are also subject to the           
uncertainty of how opposing parties and their counsel will themselves view the  
relevant evidence and applicable law.                                           

The Company is a party to a number of legal actions and regulatory    
investigations. Given the inherent unpredictability of these matters, it is     
difficult to estimate the impact on the Company's consolidated financial        
position. On a quarterly and annual basis, the Company reviews relevant         
information with respect to liabilities for litigation, regulatory              
investigations and litigation-related contingencies to be reflected in the      
Company's consolidated financial statements. The review includes senior legal   
and financial personnel. Unless stated below, estimates of possible additional  
losses or ranges of loss for particular matters cannot in the ordinary course be
made with a reasonable degree of certainty. The limitations of available data   
and uncertainty regarding numerous variables make it difficult to estimate      
liabilities. Liabilities are established when it is probable that a loss has    
been incurred and the amount of the loss can be reasonably estimated. It is     
possible that some of the matters could require the Company to pay damages or   
make other expenditures or establish accruals in amounts that could not be      
estimated as of December 31, 2005. Furthermore, it is possible that an adverse  
outcome in certain of the Company's litigation and regulatory investigations, or
the use of different assumptions in the determination of amounts recorded, could
have a material effect upon the Company's consolidated net income or cash flows 
in particular quarterly or annual periods.                                      

 In August 1999, an amended putative class action complaint was filed in
Connecticut state court against TLAC, Travelers Equity Sales, Inc. and certain  
former affiliates. The amended complaint alleges Travelers Property Casualty    
Corporation, a former TLAC affiliate, purchased structured settlement annuities 
from TLAC and spent less on the purchase of those structured settlement         
annuities than agreed with claimants, and that commissions paid to brokers for  
the structured settlement annuities, including an affiliate of TLAC, were paid  
in part to Travelers Property Casualty Corporation. On May 26, 2004, the        
Connecticut Superior Court certified a nationwide class action involving the    
following claims against TLAC: (i) violation of the Connecticut Unfair Trade    
Practice Statute; (ii) unjust enrichment; and (iii) civil conspiracy. On June   
15, 2004, the defendants appealed the class certification order. The Company has
recently learned that the Connecticut Supreme Court has reversed the trial      
court's certification of a class. Plaintiff may file a motion with respect to   
the order and may seek upon remand to the trial court to file another motion for
class certification. TLAC and Travelers Equity Sales, Inc. intend to continue to
vigorously defend the matter.                                                   

     A former registered representative of Tower Square Securities, Inc. ("Tower
Square"), a broker-dealer subsidiary of TIC, is alleged to have defrauded       
individuals by diverting funds for his personal use. In June 2005, the SEC      
issued a formal order of investigation with respect to Tower Square and served  
Tower Square with a subpoena. The Securities and Business Investments Division  
of the Connecticut Department of Banking and the NASD are also reviewing this   
matter. Tower Square intends to fully cooperate with the SEC, the NASD and the  
Connecticut Department of Banking. In the context of the above, two arbitration 
matters were commenced in 2005 against Tower Square. In one of the matters,     
defendants include other unaffiliated broker-dealers with whom the registered   
representative was formerly registered. It is reasonably possible that other    
actions will be brought regarding this matter. Tower Square intends to defend   
itself vigorously in all such cases.                                            

     Regulatory bodies have contacted the Company and have requested information
relating to market timing and late trading of mutual funds and variable         
insurance products and, generally, the marketing of such products. The Company  
believes that many of these inquiries are similar to those made to many         
financial services companies as part of industry-wide investigations by various 
regulatory agencies. In addition, like many insurance companies and agencies, in
2004 and 2005, the Company received inquiries from certain state Departments of 
Insurance regarding producer compensation and bidding practices. The Company is 
fully cooperating with regard to these information requests and investigations. 
The Company at the present time is                                              

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not aware of any systemic problems with respect to such matters that may have a 
material adverse effect on the Company's consolidated financial position.       

  In addition, the Company is a defendant or co-defendant in various other
litigation matters in the normal course of business. These may include civil    
actions, arbitration proceedings and other matters arising in the normal course 
of business out of activities as an insurance company, a broker and dealer in   
securities or otherwise. Further, state insurance regulatory authorities and    
other federal and state authorities may make inquiries and conduct              
investigations concerning the Company's compliance with applicable insurance and
other laws and regulations.                                                     

In the opinion of the Company's management, the ultimate resolution of
these legal and regulatory proceedings would not be likely to have a material   
adverse effect on the Company's consolidated financial condition or liquidity,  
but, if involving monetary liability, may be material to the Company's operating
results for any particular period.                                              

INSOLVENCY ASSESSMENTS                                                      

Most of the jurisdictions in which the Company is admitted to transact
business require life insurers doing business within the jurisdiction to        
participate in guaranty associations, which are organized to pay contractual    
benefits owed pursuant to insurance policies issued by impaired, insolvent or   
failed life insurers. These associations levy assessments, up to prescribed     
limits, on all member insurers in a particular state on the basis of the        
proportionate share of the premiums written by member insurers in the lines of  
business in which the impaired, insolvent or failed insurer engaged. Some states
permit member insurers to recover assessments paid through full or partial      
premium tax offsets. Assessments levied against the Company from January 1, 2003
through December 31, 2005 aggregated less than $1 million. The Company          
maintained a liability of $16 million, and a related asset for premium tax      
offsets of $9 million, at December 31, 2005, for future assessments in respect  
of currently impaired, insolvent or failed insurers.                            

  In the past five years, none of the aggregate assessments levied against
the Company have been material. The Company has established liabilities for     
guaranty fund assessments that it considers adequate for assessments with       
respect to insurers that are currently subject to insolvency proceedings.       

COMMITMENTS                                                                     

LEASES                                                                      

The Company, as lessee, has entered into various lease and sublease   
agreements for office space. Future sublease income is projected to be          
insignificant. Future minimum gross rental payments are as follows:             

                                                                [Download Table]

                                                                   GROSS     
                                                              RENTAL PAYMENTS
                                                              ---------------
                                                               (IN MILLIONS) 
                                                                             
2006........................................................        $17      
2007........................................................        $17      
2008........................................................        $16      
2009........................................................        $10      
2010........................................................        $ 8      
Thereafter..................................................        $ 8      

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COMMITMENTS TO FUND PARTNERSHIP INVESTMENTS                                 

     The Company makes commitments to fund partnership investments in the normal
course of business. The amounts of these unfunded commitments were $715 million 
and $389 million at December 31, 2005 and 2004, respectively. The Company       
anticipates that these amounts will be invested in partnerships over the next   
five years. There are no other obligations or liabilities arising from such     
arrangements that are reasonably likely to become material.                     

MORTGAGE LOAN COMMITMENTS                                                   

The Company commits to lend funds under mortgage loan commitments. The
amounts of these mortgage loan commitments were $339 million and $213 million at
December 31, 2005 and 2004, respectively. There are no other obligations or     
liabilities arising from such arrangements that are reasonably likely to become 
material.                                                                       

OTHER COMMITMENTS                                                           

TIC is a member of the Federal Home Loan Bank of Boston (the "FHLB of 
Boston") and holds $70 million of common stock of the FHLB of Boston, which is  
included in equity securities on the Company's balance sheets. TIC has also     
entered into several funding agreements with the FHLB of Boston whereby TIC has 
issued such funding agreements in exchange for cash and for which the FHLB of   
Boston has been granted a blanket lien on TIC's residential mortgages and       
mortgage-backed securities to collateralize TIC's obligations under the funding 
agreements. TIC maintains control over these pledged assets, and may use,       
commingle, encumber or dispose of any portion of the collateral as long as there
is no event of default and the remaining qualified collateral is sufficient to  
satisfy the collateral maintenance level. The funding agreements and the related
security agreement represented by this blanket lien, provide that upon any event
of default by TIC, the FHLB of Boston's recovery is limited to the amount of    
TIC's liability under the outstanding funding agreements. The amount of the     
Company's liability for funding agreements with the FHLB of Boston as of        
December 31, 2005 is $1.1 billion, which is included in policyholder account    
balances.                                                                       

GUARANTEES                                                                      

In the normal course of its business, the Company has provided certain
indemnities, guarantees and commitments to third parties pursuant to which it   
may be required to make payments now or in the future. In the context of        
acquisition, disposition, investment and other transactions, the Company has    
provided indemnities and guarantees, including those related to tax,            
environmental and other specific liabilities, and other indemnities and         
guarantees that are triggered by, among other things, breaches of               
representations, warranties or covenants provided by the Company. In addition,  
in the normal course of business, the Company provides indemnifications to      
counterparties in contracts with triggers similar to the foregoing, as well as  
for certain other liabilities, such as third party lawsuits. These obligations  
are often subject to time limitations that vary in duration, including          
contractual limitations and those that arise by operation of law, such as       
applicable statutes of limitation. In some cases, the maximum potential         
obligation under the indemnities and guarantees is subject to a contractual     
limitation, such as in the case of MetLife International Insurance Company, Ltd.
("MLII") (formerly Citicorp International Life Insurance Company, Ltd.), an     
affiliate, discussed below, while in other cases such limitations are not       
specified or applicable. Since certain of these obligations are not subject to  
limitations, the Company does not believe that it is possible to determine the  
maximum potential amount due under these guarantees in the future.              

   The Company has provided a guarantee on behalf of MLII. This guarantee is
triggered if MLII cannot pay claims because of insolvency, liquidation or       
rehabilitation. The agreement was terminated as of December 31, 2004, but       
termination does not affect policies previously guaranteed. Life insurance      
coverage                                                                        
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in-force under this guarantee at December 31, 2005 is $447 million. The Company 
does not hold any collateral related to this guarantee.                         

     In addition, the Company indemnifies its directors and officers as provided
in its charters and by-laws. Also, the Company indemnifies other of its agents  
for liabilities incurred as a result of their representation of the Company's   
interests. Since these indemnities are generally not subject to limitation with 
respect to duration or amount, the Company does not believe that it is possible 
to determine the maximum potential amount due under these indemnities in the    
future.                                                                         

In connection with RSATs, the Company writes credit default swap      
obligations requiring payment of principal due in exchange for the reference    
credit obligation, depending on the nature or occurrence of specified credit    
events for the referenced entities. In the event of a specified credit event,   
the Company's maximum amount at risk, assuming the value of the referenced      
credits becomes worthless, is $149 million at December 31, 2005. The credit     
default swaps expire at various times during the next three years.              

9.  EMPLOYEE BENEFIT PLANS                                                      

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS                              

    Subsequent to the Acquisition, the Company became a participating employer
in qualified and non-qualified, noncontributory defined benefit pension plans   
sponsored by MetLife. Employees were credited with prior service recognized by  
Citigroup, solely for the purpose of determining eligibility and vesting under  
the Metropolitan Life Retirement Plan for United States Employees (the "Plan"), 
a noncontributory qualified defined benefit pension plan, with respect to       
benefits earned under the Plan subsequent to the closing date of the            
Acquisition. Net periodic expense related to these plans is based on the        
employee population as of the valuation date at the beginning of the year;      
accordingly, no expense related to the MetLife plans was allocated to the       
Company for the six months ended December 31, 2005.                             

Prior to the Acquisition, the Company participated in qualified and   
non-qualified, noncontributory defined benefit pension plans and certain other  
postretirement plans sponsored by Citigroup. The Company's share of expense for 
these plans was $14 million, $28 million and $28 million for the six months     
ended June 30, 2005 and the years ended December 31, 2004 and 2003,             
respectively. The obligation for benefits earned under these plans was retained 
by Citigroup.                                                                   

10.  RESTRUCTURING TRANSACTIONS                                                 

    As described in Note 1, on July 1, 2005, MetLife acquired the Company from
Citigroup. Prior to the Acquisition, certain restructuring transactions were    
required pursuant to the Acquisition Agreement. All restructuring transactions  
have been recorded at their historical basis. The following transfers to CIHC   
occurred on June 30, 2005:                                                      

  1. All TIC's membership in Keeper Holdings LLC, which holds an
interest in CitiStreet LLC;                           

       2. All TIC's shares of Citigroup Series YYY and YY preferred stock,
and all dividends with respect thereto;               

    3. All TIC's shares of American Financial Life Insurance Company
stock;                                                

4. All TIC's shares of Primerica stock (See Note 14);       

       5. All TIC's obligations in the amount of $105 million, the related
             deferred income tax assets of $37 million and cash in the amount of
        $68 million associated with the Connecticut River Plaza lease;

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 6. All owned intellectual property and all trademarks used in
          connection with products offered only by or through the Company.
            This includes, but is not limited to, the "umbrella" trademark and
         umbrella design trademark, and any trademarks which include the
        terms "citi," "Citi," the arc design and the blue wave design;

         7. All TIC's net obligations in the amount of $443 million related to
          non-qualified employee benefit plans (including retiree welfare,
          pension, long-term disability, workers compensation and deferred
            compensation obligations) and associated assets consisting of $191
            million in cash, and other assets, including a deferred income tax
asset, totaling $252 million;                         

          8. All TIC's obligations and rights related to future gains and losses
under all policies providing long-term care benefits; 

          9. All tax liabilities for potential audit liabilities for federal and
         state income taxes and other taxes of approximately $78 million
        with respect to pre-Acquisition tax periods as the Acquisition
           Agreement provides for an indemnification by Citigroup to MetLife
           for specified tax liabilities incurred prior to the closing date.

The Connecticut Insurance Department (the "Department") approved the  
special dividend of all TIC's ownership interests and obligations as included in
items 1 through 6, 8 and 9 as set forth above. Restructuring transaction item 7,
as set forth above, was accounted for as an asset/liability transfer, and did   
not require approval from the Department. The consolidated financial statements 
of the Company include the results of operations related to the aforementioned  
restructuring transactions through the date of distribution, other than         
Primerica which has been reported as discontinued operations.                   

11.  EQUITY                                                                     

DIVIDEND RESTRICTIONS                                                       

 Under Connecticut State Insurance Law, TIC and TLAC are each permitted,
without prior insurance regulatory clearance, to pay shareholder dividends to   
its parent as long as the amount of such dividend, when aggregated with all     
other dividends in the preceding twelve months, does not exceed the greater of  
(i) 10% of its surplus to policyholders as of the immediately preceding calendar
year; or (ii) its statutory net gain from operations for the immediately        
preceding calendar year. TIC and TLAC will each be permitted to pay a cash      
dividend in excess of the greater of such two amounts only if it files notice of
its declaration of such a dividend and the amount thereof with the Connecticut  
Commissioner of Insurance ("Commissioner") and the Commissioner does not        
disapprove the payment within 30 days after notice or until the Commissioner has
approved the dividend, whichever is sooner. In addition, any dividend that      
exceeds earned surplus (unassigned funds, reduced by 25% of unrealized          
appreciation in value or revaluation of assets or unrealized profits on         
investments) as of the last filed annual statutory statement requires insurance 
regulatory approval. Under Connecticut State Insurance Law, the Commissioner has
broad discretion in determining whether the financial condition of a stock life 
insurance company would support the payment of such dividends to its            
shareholders. TIC paid cash dividends to its former parent, CIHC, of $675       
million in 2005, $773 million in 2004 and $545 million in 2003. A portion of the
cash dividend paid in 2005 was considered an extraordinary dividend and was     
approved by the Department. The Connecticut State Insurance Law requires prior  
approval for any dividends for a period of two years following a change in      
control. As a result of the Acquisition, under Connecticut State Insurance Law  
all dividend payments by TIC and TLAC through June 30, 2007 require prior       
approval of the Commissioner. TIC and TLAC have not paid any dividends since the
Acquisition Date.                                                               

On December 15, 2004, the Company dividended all of the issued and    
outstanding shares of TLARC to CIHC. TLARC was valued at $250,000 and was       
considered to be an ordinary dividend. At Acquisition, TLARC was sold by        
Citigroup to MetLife.                                                           
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

As discussed in Note 1, in connection with the Acquisition Agreement, 
several restructuring transactions requiring regulatory approval were completed 
prior to the sale. TIC received regulatory approval from the Commissioner to    
complete the restructuring transactions via dividend, and to pay its dividends. 

    In connection with the restructuring transactions as discussed in Note 10,
the Company's additional paid-in capital ("APIC"), retained earnings and        
accumulated other comprehensive income were impacted as follows:                

                                                        [Enlarge/Download Table]

                                                                  PREDECESSOR         
                                                           -------------------------- 
                                                                 JUNE 30, 2005        
                                                           -------------------------- 
                                                                     RETAINED         
                                                            APIC     EARNINGS   AOCI  
                                                           -------   --------   ----- 
                                                                 (IN MILLIONS)        
                                                                                      
RESTRUCTURING TRANSACTIONS                                                            
Keeper Holdings LLC....................................... $    (8)  $   (26)   $  -- 
Citigroup Series YYY preferred stock......................  (2,225)       --       -- 
Citigroup Series YY preferred stock.......................    (596)       --       -- 
Stock of American Financial Life Insurance Company........    (218)      210       -- 
Stock of Primerica Life Insurance Company.................  (1,100)   (3,150)    (166)
Deferred tax liabilities YYY and YY preferred stock.......     974        --       -- 
Tax Liabilities...........................................      78        --       -- 
                                                           -------   -------    ----- 
  Total impact............................................ $(3,095)  $(2,966)   $(166)
                                                           =======   =======    ===== 

STATUTORY EQUITY AND INCOME                                                 

     The Department imposes minimum risk-based capital ("RBC") requirements that
were developed by the National Association of Insurance Commissioners ("NAIC"). 
The formulas for determining the amount of RBC specify various weighting factors
that are applied to financial balances or various levels of activity based on   
the perceived degree of risk. Regulatory compliance is determined by a ratio of 
total adjusted capital, as defined by the NAIC, to authorized control level RBC,
as defined by the NAIC. Companies below specific trigger points or ratios are   
classified within certain levels, each of which requires specified corrective   
action. TIC and TLAC exceeded the minimum RBC requirements for all periods      
presented herein.                                                               

The NAIC adopted the Codification of Statutory Accounting Principles  
("Codification") in 2001. Codification was intended to standardize regulatory   
accounting and reporting to state insurance departments. However, statutory     
accounting principles ("SAP") continue to be established by individual state    
laws and permitted practices. The Department has adopted Codification, with     
certain modifications, for the preparation of statutory financial statements of 
insurance companies domiciled in Connecticut. Modifications by the Department   
may impact the effect of Codification on the statutory capital and surplus of   
TIC and TLAC.                                                                   

   SAP differs from GAAP primarily by: (i) charging policy acquisition costs
to expense as incurred; (ii) establishing future policy benefit liabilities     
using different actuarial assumptions; (iii) valuing securities on a different  
basis; and (iv) maintaining additional reserves associated with credit default  
and interest related investment gains and losses.                               

In addition, certain assets are not admitted under SAP and are charged
directly to surplus. The most significant assets not admitted by TIC and TLAC   
are net deferred tax assets resulting from temporary differences between SAP    
basis and tax basis not expected to reverse and become recoverable within a     
year.                                                                           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

  Statutory net income of TIC, a Connecticut domiciled insurer, was $1,080
million, $975 million and $935 million for the years ended December 31, 2005,   
2004 and 2003, respectively. Statutory capital and surplus, as filed with the   
Department, was $4,081 million and $7,886 million at December 31, 2005 and 2004,
respectively.                                                                   

   Statutory net income (loss) of TLAC, a Connecticut domiciled insurer, was
($80) million, ($211) million and $37 million for the years ended December 31,  
2005, 2004 and 2003, respectively. Statutory capital and surplus, as filed with 
the Department, was $782 million and $942 million at December 31, 2005 and 2004,
respectively.                                                                   

OTHER COMPREHENSIVE INCOME                                                  

  The following table sets forth the reclassification adjustments required
for the six months ended December 31, 2005 and June 30, 2005, and the years     
ended December 31, 2004 and 2003, in other comprehensive income (loss) that are 
included as part of net income for the current year that have been reported as a
part of other comprehensive income (loss) in the current or prior period:       

                                                        [Enlarge/Download Table]

                                                 SUCCESSOR                 PREDECESSOR            
                                              ----------------  --------------------------------- 
                                              SIX MONTHS ENDED  SIX MONTHS ENDED    YEARS ENDED   
                                                DECEMBER 31,        JUNE 30,        DECEMBER 31,  
                                              ----------------  ----------------   -------------- 
                                                    2005              2005         2004     2003  
                                              ----------------  ----------------   -----   ------ 
                                                                (IN MILLIONS)                     
                                                                                                  
Holding (losses) gains on investments                                                             
  arising during the period.................      $  (517)           $ 125         $ 418   $1,412 
Income tax effect of holding gains                                                                
  (losses)..................................          181              (47)         (149)    (482)
                                                  -------            -----         -----   ------ 
Reclassification adjustments:                                                                     
  Recognized holding (gains) losses included                                                      
     in current period income...............         (270)             (53)           (2)      18 
  Amortization of premiums and accretion of                                                       
     discounts associated with                                                                    
     investments............................           81              (29)          (49)     (62)
  Income tax effect of reclassification                                                           
     adjustments............................           66               29            18       16 
                                                  -------            -----         -----   ------ 
       Total reclassification adjustments...         (123)             (53)          (33)     (28)
Allocation of holding losses on investments                                                       
  relating to other policyholder amounts....          135               --            --       -- 
Income tax effect of allocation of holding                                                        
  loss......................................          (47)              --            --       -- 
Unrealized investment gains (losses) of                                                           
  subsidiary at date of restructuring.......           --             (166)           --       -- 
                                                  -------            -----         -----   ------ 
Net unrealized investment gains (losses)....         (371)            (141)          236      902 
Foreign currency translation adjustments                                                          
  arising during the period.................            2               --             1        4 
Effect of transfer of Primerica ............           --              166            --       -- 
                                                  -------            -----         -----   ------ 
       Other comprehensive income                                                                 
          (losses)..........................      $  (369)           $  25         $ 237   $  906 
                                                  =======            =====         =====   ====== 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

12.  OTHER EXPENSES                                                             

Other expenses were comprised of the following:                       

                                                        [Enlarge/Download Table]

                                         SUCCESSOR                PREDECESSOR            
                                      ----------------  -------------------------------- 
                                      SIX MONTHS ENDED  SIX MONTHS ENDED    YEARS ENDED  
                                        DECEMBER 31,        JUNE 30,       DECEMBER 31,  
                                      ----------------  ----------------   ------------- 
                                            2005              2005         2004    2003  
                                      ----------------  ----------------   -----   ----- 
                                                        (IN MILLIONS)                    
                                                                                         
Compensation.........................      $  86             $  72         $ 143   $ 121 
Commissions..........................        236               309           606     465 
Amortization of DAC and VOBA.........        186               236           410     280 
Capitalization of DAC................       (262)             (426)         (810)   (583)
Rent, net of sublease income.........          7                 3            12      11 
Minority interest....................          1                --            --      -- 
Other................................        129               246           401     263 
                                           -----             -----         -----   ----- 
  Total other expenses...............      $ 383             $ 440         $ 762   $ 557 
                                           =====             =====         =====   ===== 

13.  BUSINESS SEGMENT INFORMATION                                               

Historically, the Company was organized into two operating segments,  
Travelers Life and Annuity ("TL&A") and Primerica. On June 30, 2005, in         
anticipation of the Acquisition, all of the Company's interests in Primerica    
were distributed via dividend to CIHC. See Notes 10 and 14. As a result, at June
30, 2005, the operations of Primerica were reclassified into discontinued       
operations and the segment was eliminated, leaving a single operating segment,  
TL&A.                                                                           

    On the Acquisition Date, MetLife reorganized the Company's operations into
two operating segments, Institutional and Individual, as well as Corporate &    
Other, so as to more closely align the acquired business with the manner in     
which MetLife manages its existing businesses. The Institutional segment        
includes group life insurance and retirement & savings products and services.   
The Individual segment includes a wide variety of protection and asset          
accumulation products, including life insurance, annuities and mutual funds.    
These segments are managed separately because they either provide different     
products and services, require different strategies or have different technology
requirements. Corporate & Other contains the excess capital not allocated to the
business segments and run-off businesses, as well as expenses associated with   
certain legal proceedings. Corporate & Other also includes the elimination of   
intersegment transactions.                                                      

     Economic capital is an internally developed risk capital model, the purpose
of which is to measure the risk in the business and to provide a basis upon     
which capital is deployed. The economic capital model accounts for the unique   
and specific nature of the risks inherent in the Company's businesses. As part  
of the economic capital process, a portion of net investment income is credited 
to the segments based on the level of allocated equity.                         

The accounting policies of the segments are the same as those of the  
Company, except for the method of capital allocation and the accounting for     
gains (losses) from intercompany sales, which are eliminated in consolidation.  
Subsequent to the Acquisition Date, the Company allocates capital to each       
segment based upon an internal capital allocation system used by MetLife that   
allows MetLife and the Company to effectively manage its capital. The Company   
evaluates the performance of each operating segment based upon net income       
excluding certain net investment gains (losses), net of income taxes, and       
adjustments related to net investment gains (losses), net of income taxes.      

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

     Set forth in the tables below is certain financial information with respect
to the Company's segments, as well as Corporate & Other, for the six months     
ended December 31, 2005 and June 30, 2005 and the years ended December 31, 2004 
and 2003. Segment results for periods prior to the Acquisition Date have been   
restated to reflect segment results in conformity with MetLife's segment        
presentation. The revised presentation conforms to the manner in which the      
Company manages and assesses its business. While the prior period presentations 
have been prepared using the classification of products in conformity with      
MetLife's segment presentation, they do not reflect the segment results using   
MetLife's method of capital allocation which allocates capital to each segment  
based upon an internal capital allocation system as described in the preceding  
paragraph. In periods prior to the Acquisition Date, earnings on capital were   
allocated to segments based upon a statutory risk based capital allocation      
method which resulted in less capital being allocated to the segments and more  
being retained at Corporate & Other. As it was impracticable to retroactively   
reflect the impact of applying MetLife's economic capital model on periods prior
to the Acquisition Date, they were not restated for this change.                

                                                        [Enlarge/Download Table]

                                                                        SUCCESSOR                      
                                                    -------------------------------------------------- 
AS OF OR FOR THE SIX MONTHS ENDED                                                CORPORATE &           
DECEMBER 31, 2005                                   INSTITUTIONAL   INDIVIDUAL      OTHER       TOTAL  
---------------------------------                   -------------   ----------   -----------   ------- 
                                                                      (IN MILLIONS)                    
                                                                                                       
Premiums..........................................     $   116       $    93       $    13     $   222 
Universal life and investment-type product policy                                                      
  fees............................................          17           425            --         442 
Net investment income.............................         711           381           124       1,216 
Other revenues....................................          10            45             2          57 
Net investment gains (losses).....................         (87)          (99)           (2)       (188)
Policyholder benefits and claims..................         324           177            22         523 
Interest credited to policyholder account                                                              
  balances........................................         303           201            --         504 
Other expenses....................................          30           367           (14)        383 
Income from continuing operations before provision                                                     
  for income taxes................................         111            99           129         339 
Net income........................................          73            86            82         241 
Total assets......................................      36,751        52,048        10,672      99,471 
DAC and VOBA......................................         161         3,540            --       3,701 
Goodwill..........................................         305           159           392         856 
Separate account assets...........................       3,177        28,061            --      31,238 
Policyholder liabilities..........................      28,340        18,705         4,305      51,350 
Separate account liabilities......................       3,177        28,061            --      31,238 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                                       PREDECESSOR                    
                                                    --------------------------------------------------
FOR THE SIX MONTHS ENDED                                                         CORPORATE &          
JUNE 30, 2005                                       INSTITUTIONAL   INDIVIDUAL      OTHER       TOTAL 
------------------------                            -------------   ----------   -----------   -------
                                                                      (IN MILLIONS)                   
                                                                                                      
Premiums...........................................    $   206       $   102       $   17      $   325
Universal life and investment-type product policy                                                     
  fees.............................................         33           373           --          406
Net investment income..............................        778           547          283        1,608
Other revenues.....................................         (1)           66           48          113
Net investment gains (losses)......................        (10)           (3)          39           26
Policyholder benefits and claims...................        448           131           20          599
Interest credited to policyholder account                                                             
  balances.........................................        380           318           --          698
Other expenses.....................................         20           392           28          440
Income from continuing operations before provision                                                    
  for income taxes.................................        158           244          339          741
Income from discontinued operations, net of income                                                    
  taxes............................................         --            --          240          240
Net income.........................................        103           173          500          776

                                                        [Enlarge/Download Table]

                                                                       PREDECESSOR                    
                                                   ---------------------------------------------------
AS OF OR FOR THE YEAR ENDED                                                     CORPORATE &           
DECEMBER 31, 2004                                  INSTITUTIONAL   INDIVIDUAL      OTHER       TOTAL  
---------------------------                        -------------   ----------   -----------   --------
                                                                      (IN MILLIONS)                   
                                                                                                      
Premiums.........................................     $   719       $   158       $    34     $    911
Universal life and investment-type product policy                                                     
  fees...........................................          73           617            --          690
Net investment income............................       1,443         1,027           542        3,012
Other revenues...................................           5           118            84          207
Net investment gains (losses)....................         (19)           24             4            9
Policyholder benefits and claims.................       1,190           182            39        1,411
Interest credited to policyholder account                                                             
  balances.......................................         688           617            --        1,305
Other expenses...................................          40           656            66          762
Income from continuing operations before                                                              
  provision for income taxes.....................         303           489           559        1,351
Income from discontinued operations, net of                                                           
  income taxes...................................          --            --           491          491
Net income.......................................         197           370           914        1,481
Total assets.....................................      32,837        48,343        24,663      105,843
DAC and VOBA.....................................         222         2,627            13        2,862
Goodwill.........................................          --           101            95          196
Separate account assets..........................       3,509        27,233            --       30,742
Policyholder liabilities.........................      26,809        16,506         3,718       47,033
Separate account liabilities.....................       3,509        27,233            --       30,742

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

                                                        [Enlarge/Download Table]

                                                                       PREDECESSOR                   
                                                    -------------------------------------------------
FOR THE YEAR ENDED                                                               CORPORATE &         
DECEMBER 31, 2003                                   INSTITUTIONAL   INDIVIDUAL      OTHER      TOTAL 
------------------                                  -------------   ----------   -----------   ------
                                                                      (IN MILLIONS)                  
                                                                                                     
Premiums...........................................    $  921          $126         $ 35       $1,082
Universal life and investment-type product policy                                                    
  fees.............................................        69           462           --          531
Net investment income..............................     1,268           950          525        2,743
Other revenues.....................................        --            74           69          143
Net investment gains (losses)......................        (6)          (34)          72           32
Policyholder benefits and claims...................     1,368           153           47        1,568
Interest credited to policyholder account                                                            
  balances.........................................       650           598           --        1,248
Other expenses.....................................        41           456           60          557
Income from continuing operations before provision                                                   
  for income taxes.................................       193           371          594        1,158
Income from discontinued operations, net of income                                                   
  taxes............................................        --            --          440          440
Net income.........................................       126           306          926        1,358

    Net investment income and net investment gains (losses) are based upon the
actual results of each segment's specifically identifiable asset portfolio      
adjusted for allocated capital. Other costs are allocated to each of the        
segments based upon: (i) a review of the nature of such costs; (ii) time studies
analyzing the amount of employee compensation costs incurred by each segment;   
and (iii) cost estimates included in the Company's product pricing.             

Revenues derived from any customer did not exceed 10% of consolidated 
revenues. Substantially all of the Company's revenues originated in the United  
States.                                                                         

14.  DISCONTINUED OPERATIONS                                                    

   As described in Note 1, and in accordance with the Acquisition Agreement,
Primerica, a former operating segment of the Company, was distributed in the    
form of a dividend to CIHC on June 30, 2005.                                    

   In accordance with SFAS No. 144 the distribution of Primerica by dividend
to CIHC qualifies as a disposal by means other than a sale. As such, Primerica  
was treated as continuing operations until the date of disposal and, upon the   
date of disposal, the results from the operations were reclassified as          
discontinued operations for all periods presented.                              

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The following summarizes Primerica's financial information:           

                                                        [Enlarge/Download Table]

                                                                 PREDECESSOR            
                                                      ----------------------------------
                                                      SIX MONTHS ENDED     YEARS ENDED  
                                                          JUNE 30,        DECEMBER 31,  
                                                      ----------------   ---------------
                                                            2005          2004     2003 
                                                      ----------------   ------   ------
                                                                (IN MILLIONS)           
                                                                                        
Revenues from discontinued operations...............        $900         $1,770   $1,660
Expenses from discontinued operations...............         539          1,038      989
                                                            ----         ------   ------
Income from discontinued operations before provision                                    
  for income taxes..................................         361            732      671
Provision for income taxes..........................         121            241      231
                                                            ----         ------   ------
  Income from discontinued operations, net of income                                    
     taxes..........................................        $240         $  491   $  440
                                                            ====         ======   ======

The following is a summary of Primerica's assets and liabilities at:  

                                                                [Download Table]

                                                                PREDECESSOR 
                                                               -------------
                                                               DECEMBER 31, 
                                                                   2004     
                                                               -------------
                                                               (IN MILLIONS)
                                                                            
ASSETS                                                                      
Investments.................................................      $ 5,891   
Cash and cash equivalents...................................           31   
Premiums and other receivables..............................          844   
Deferred policy acquisition costs...........................        2,177   
Other assets................................................          492   
Separate account assets.....................................          584   
                                                                  -------   
Total assets held-for-sale..................................      $10,019   
                                                                  =======   

LIABILITIES                                                                 
Future policy benefits......................................      $ 3,545   
Deferred income taxes payable...............................          849   
Other liabilities...........................................          767   
Separate account liabilities................................          584   
                                                                  -------   
Total liabilities held-for-sale.............................      $ 5,745   
                                                                  =======   

Primerica Financial Services, Inc. ("PFS"), a former affiliate, was a 
distributor of products for the Company. PFS or its affiliates sold $473        
million, $983 million and $714 million of individual annuities for the six      
months ended June 30, 2005 and for the years ended December 31, 2004 and 2003,  
respectively. Commissions and fees paid to PFS were $19 million, $75 million and
$58 million for the six months ended June 30, 2005 and for the years ended      
December 31, 2004 and 2003, respectively.                                       

 Included in investments above is a $391 million investment in Citigroup
Preferred Stock for the year ended December 31, 2004 carried at cost.           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

15.  FAIR VALUE INFORMATION                                                     

    The estimated fair values of financial instruments have been determined by
using available market information and the valuation methodologies described    
below. Considerable judgment is often required in interpreting market data to   
develop estimates of fair value. Accordingly, the estimates presented herein may
not necessarily be indicative of amounts that could be realized in a current    
market exchange. The use of different assumptions or valuation methodologies may
have a material effect on the estimated fair value amounts.                     

 Amounts related to the Company's financial instruments were as follows:

                                                        [Enlarge/Download Table]

                                                                        SUCCESSOR            
                                                             --------------------------------
                                                             NOTIONAL   CARRYING   ESTIMATED 
DECEMBER 31, 2005                                             AMOUNT     VALUE     FAIR VALUE
-----------------                                            --------   --------   ----------
                                                                      (IN MILLIONS)          
                                                                                             
Assets:                                                                                      
  Fixed maturities..........................................            $48,162     $ 48,162 
  Trading securities........................................            $   452     $    452 
  Equity securities.........................................            $   421     $    421 
  Mortgage and consumer loans...............................            $ 2,094     $  2,087 
  Policy loans..............................................            $   881     $    881 
  Short-term investments....................................            $ 1,486     $  1,486 
  Cash and cash equivalents.................................            $   521     $    521 
  Mortgage loan commitments.................................   $339     $    --     $     (2)
  Commitments to fund partnership investments...............   $715     $    --     $     -- 
Liabilities:                                                                                 
  Policyholder account balances.............................            $28,851     $ 27,795 
  Payables for collateral under securities loaned and other                                  
     transactions...........................................            $ 8,750     $  8,750 

                                                        [Enlarge/Download Table]

                                                                       PREDECESSOR           
                                                             --------------------------------
                                                             NOTIONAL   CARRYING   ESTIMATED 
DECEMBER 31, 2004                                             AMOUNT     VALUE     FAIR VALUE
-----------------                                            --------   --------   ----------
                                                                      (IN MILLIONS)          
                                                                                             
Assets:                                                                                      
  Fixed maturities..........................................            $ 42,621    $ 42,621 
  Trading securities........................................            $  1,346    $  1,346 
  Equity securities.........................................            $    374    $    374 
  Mortgage and consumer loans...............................            $  2,124    $  2,197 
  Policy loans..............................................            $  1,084    $  1,084 
  Short-term investments....................................            $  3,502    $  3,502 
  Cash and cash equivalents.................................            $    215    $    215 
  Mortgage loan commitments.................................   $213     $     --    $     -- 
  Commitments to fund partnership investments...............   $389     $     --    $     -- 
Liabilities:                                                                                 
  Policyholder account balances.............................            $ 29,601    $ 29,769 
  Payables for collateral under securities loaned and other                                  
     transactions...........................................            $  2,215    $  2,215 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

   The methods and assumptions used to estimate the fair values of financial
instruments are summarized as follows:                                          

FIXED MATURITIES, TRADING SECURITIES AND EQUITY SECURITIES                  

The fair value of fixed maturities, trading securities and equity     
securities are based upon quotations published by applicable stock exchanges or 
received from other reliable sources. For securities for which the market values
were not readily available, fair values were estimated using quoted market      
prices of comparable investments.                                               

  MORTGAGE AND CONSUMER LOANS, MORTGAGE LOAN COMMITMENTS AND COMMITMENTS TO FUND
PARTNERSHIP INVESTMENTS                                                     

  Fair values for mortgage and consumer loans are estimated by discounting
expected future cash flows, using current interest rates for similar loans with 
similar credit risk. For mortgage loan commitments, the estimated fair value is 
the net premium or discount of the commitments. Commitments to fund partnership 
investments have no stated interest rate and are assumed to have a fair value of
zero.                                                                           

POLICY LOANS                                                                

The carrying values for policy loans approximate fair value.          

CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS                        

The carrying values for cash and cash equivalents and short-term      
investments approximated fair values due to the short-term maturities of these  
instruments.                                                                    

POLICYHOLDER ACCOUNT BALANCES                                               

The fair value of policyholder account balances which have final      
contractual maturities are estimated by discounting expected future cash flows  
based upon interest rates currently being offered for similar contracts with    
maturities consistent with those remaining for the agreements being valued. The 
fair value of policyholder account balances without final contractual maturities
are assumed to equal their current net surrender value.                         

PAYABLES FOR COLLATERAL UNDER SECURITIES LOANED AND OTHER TRANSACTIONS      

     The carrying values for payables for collateral under securities loaned and
other transactions approximate fair value.                                      

DERIVATIVE FINANCIAL INSTRUMENTS                                            

The fair value of derivative instruments, including financial futures,
interest rate, credit default and foreign currency swaps, foreign currency      
forwards, caps, and options are based upon quotations obtained from dealers or  
other reliable sources. See Note 4 for derivative fair value disclosures.       

16.  RELATED PARTY TRANSACTIONS                                                 

   During 1995, Metropolitan Life Insurance Company ("Metropolitan Life"), a
wholly-owned subsidiary of MetLife, acquired 100% of the group life business of 
TIC. The Company's consolidated balance sheet includes a reinsurance receivable 
related to this business of $387 million at December 31, 2005 and $409 million  
at December 31, 2004. Ceded premiums related to this business were $1 million   
for both the six                                                                

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

months ended December 31, 2005 and June 30, 2005. Ceded benefits related to this
business were $11 million and $13 million, for the six months ended December 31,
2005 and June 30, 2005, respectively.                                           

  In December 2004, TIC and TLAC entered into a reinsurance agreement with
TLARC related to guarantee features included in certain of their universal life 
and variable universal life products. This reinsurance agreement is treated as a
deposit-type contract and at December 31, 2005, the Company had a recoverable   
from TLARC of $48 million. Fees associated with this contract, included within  
other expenses, were $1 million and $40 million for the six months ended        
December 31, 2005 and June 30, 2005, respectively.                              

In addition, TIC's and TLAC's individual insurance mortality risk is  
reinsured, in part, to Reinsurance Group of America, Incorporated ("RGA"), an   
affiliate. Reinsurance recoverables, under these agreements with RGA, were $47  
million and $30 million at December 31, 2005 and 2004, respectively. Ceded      
premiums earned, universal life fees and benefits incurred were $4 million, $34 
million and $54 million, respectively, for the six months ended December 31,    
2005 and $5 million, $18 million and $28 million, respectively, for the six     
months ended June 30, 2005.                                                     

At June 30, 2005 and December 31, 2004, the Company had investments in
Tribeca Citigroup Investments Ltd. ("Tribeca"), an affiliate of the Company, in 
the amounts of $10 million and $14 million, respectively. Income (loss) of ($1) 
million, $1 million and $7 million was recognized on these investments in the   
six months ended June 30, 2005 and the years ended December 31, 2004 and 2003,  
respectively. In July 2005, the Company sold its investment in Tribeca.         

   Prior to the Acquisition, the Company had related party transactions with
its former parent and/or affiliates. These transactions are described as        
follows:                                                                        

  Citigroup and certain of its subsidiaries provided investment management
and accounting services, payroll, internal auditing, benefit management and     
administration, property management and investment technology services to the   
Company. The Company paid Citigroup and its subsidiaries $22 million, $41       
million and $55 million for the six months ended June 30, 2005 and the years    
ended December 31, 2004 and 2003, respectively, for these services.             

The Company has received reimbursements from Citigroup and its former 
affiliates related to the Company's increased benefit and lease expenses after  
the spin-off of Travelers Property and Casualty, a former affiliate of the      
Company and Citigroup. These reimbursements totaled $8 million, $27 million and 
$34 million for the six months ended June 30, 2005 and the years ended December 
31, 2004 and 2003, respectively.                                                

   At December 31, 2004, the Company maintained a short-term investment pool
in which its insurance affiliates participated. The position of each company    
participating in the pool is calculated and adjusted daily. The Company's pool  
amounted to $3.3 billion at December 31, 2004.                                  

The Company had outstanding loaned securities to a former affiliate,  
Citigroup Global Markets, Inc., of $342 million for the year ended December 31, 
2004.                                                                           

Included in other invested assets was a $2.8 billion investment in    
Citigroup Preferred Stock for the year ended December 31, 2004 carried at cost. 
Dividends received on these investments were $84 million and $203 million for   
the six months ended June 30, 2005 and the year ended December 31, 2004,        
respectively. The dividends received in 2005 were subsequently distributed back 
to Citigroup as part of the restructuring transactions prior to the Acquisition.
See Note 10.                                                                    

     The Company had investments in an affiliated joint venture, Tishman Speyer,
of $93 million at December 31, 2004. Income of $99 million, $54 million and $19 
million was earned on these investments for the six months ended June 30, 2005, 
and the years ended December 31, 2004 and 2003, respectively.                   

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(A Wholly-Owned Subsidiary of MetLife, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

In the ordinary course of business, the Company purchased and sold    
securities through affiliated broker-dealers, including Smith Barney. These     
transactions were conducted on an arm's-length basis. Amounts due to Smith      
Barney were $364 million at December 31, 2004. The Company marketed deferred    
annuity products and life insurance through its affiliate, Smith Barney. Annuity
products related to these products were $345 million, $877 million $835 million 
in the six months ended June 30, 2005 and for the years ended December 31, 2004 
and 2003, respectively. Life premiums were $55 million, $138 million and $115   
million in the six months ended June 30, 2005 and for the years ended December  
31, 2004 and 2003, respectively. Commissions and fees paid to Smith Barney were 
$33 million, $72 million and $70 million in the six months ended June 30, 2005  
and for the years ended December 31, 2004 and 2003, respectively. The Company   
also marketed individual annuity and life insurance through its affiliated      
broker-dealers. Deposits received from affiliated broker-dealers were $1.1      
billion, $2.0 billion and $1.8 billion in the six months ended June 30, 2005 and
for the years ended December 31, 2004 and 2003, respectively. Commissions and   
fees paid to affiliated broker-dealers were $45 million, $90 million and $83    
million in the six months ended June 30, 2005 and in 2004 and 2003,             
respectively.                                                                   

17.  SUBSEQUENT EVENT                                                           

  On February 14, 2006, TIC filed, with the State of Connecticut Office of
the Secretary of the State, a Certificate of Amendment to the Charter as Amended
and Restated of The Travelers Insurance Company (the "Charter Amendment"). The  
Charter Amendment changes the name of TIC to "MetLife Insurance Company of      
Connecticut" and is effective on May 1, 2006.                                   

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THE TRAVELERS INSURANCE COMPANY 
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SCHEDULE I

CONSOLIDATED SUMMARY OF INVESTMENTS --
OTHER THAN INVESTMENTS IN AFFILIATES
DECEMBER 31, 2005 

(IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                                       SUCCESSOR                   
                                                    -----------------------------------------------
                                                                                       AMOUNT AT   
                                                         COST OR        ESTIMATED    WHICH SHOWN ON
                                                    AMORTIZED COST(1)   FAIR VALUE   BALANCE SHEET 
                                                    -----------------   ----------   --------------
                                                                                                   
TYPE OF INVESTMENT                                                                                 
Fixed Maturities:                                                                                  
  Bonds:                                                                                           
     U.S. Treasury/agency securities...............      $ 6,153         $ 6,112        $ 6,112    
     State and political subdivision securities....          632             607            607    
     Foreign government securities.................          472             487            487    
     Public utilities..............................        2,590           2,546          2,546    
     Convertibles and bonds with warrants                                                          
       attached....................................            1               1              1    
     All other corporate bonds.....................       19,520          19,107         19,107    
  Residential and commercial mortgage-backed, and                                                  
     other asset-backed securities.................       19,443          19,266         19,266    
  Redeemable and preferred stock...................           37              36             36    
                                                         -------         -------        -------    
     Total fixed maturities........................       48,848         $48,162         48,162    
                                                         -------         =======        -------    
Trading Securities.................................          457         $   452            452    
                                                                         =======                   
Equity Securities:                                                                                 
  Common stocks:                                                                                   
     Banks, trust and insurance companies..........            1               1              1    
     Industrial, miscellaneous and all other.......           96              97             97    
  Non-redeemable preferred stocks..................          327             323            323    
                                                         -------         -------        -------    
     Total equity securities.......................          424         $   421            421    
                                                         -------         =======        -------    
Mortgage and consumer loans........................        2,094                          2,094    
Policy loans.......................................          881                            881    
Real estate and real estate joint ventures.........           96                             96    
Other limited partnership interests................        1,248                          1,248    
Short-term investments.............................        1,486                          1,486    
Other invested assets..............................        1,029                          1,029    
                                                         -------                        -------    
     Total investments.............................      $56,563                        $55,869    
                                                         =======                        =======    

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

(1) The Company's trading securities portfolio is mainly comprised of fixed     
maturities. Cost for fixed maturities and mortgage and consumer loans   
    represents original cost reduced by repayments, net valuation allowances and
writedowns from other-than-temporary declines in value and adjusted for 
 amortization of premiums or accretion of discount; for equity securities,
cost represents original cost reduced by writedowns from                
other-than-temporary declines in value; for real estate, cost represents
 original cost reduced by writedowns and adjusted for valuation allowances
and depreciation; cost for real estate joint ventures and limited       
partnership interests represents original cost reduced for other-than-  
  temporary impairments or original cost adjusted for equity in earnings and
distributions.                                                          

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SCHEDULE III

CONSOLIDATED SUPPLEMENTARY INSURANCE INFORMATION
AS OF DECEMBER 31, 2005 (SUCCESSOR) AND DECEMBER 31, 2004 (PREDECESSOR) 

(IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                  DAC       FUTURE POLICY     POLICYHOLDER             
                                                  AND    BENEFITS AND OTHER     ACCOUNT      UNEARNED  
SEGMENT                                           VOBA   POLICYHOLDER FUNDS     BALANCES    REVENUE (1)
-------                                          ------  -------------------  ------------  -----------
                                                                                                       
AS OF DECEMBER 31, 2005 (SUCCESSOR)                                                                    
Institutional................................... $  161        $11,880          $16,460        $  1    
Individual......................................  3,540          2,179           16,526          21    
Corporate & Other...............................     --          4,305               --          --    
                                                 ------        -------          -------        ----    
                                                 $3,701        $18,364          $32,986        $ 22    
                                                 ======        =======          =======        ====    

AS OF DECEMBER 31, 2004 (PREDECESSOR)                                                                  
Institutional................................... $  222        $ 8,011          $18,798        $ 17    
Individual......................................  2,627          1,549           14,957         206    
Corporate & Other...............................     13          3,718               --          --    
                                                 ------        -------          -------        ----    
                                                 $2,862        $13,278          $33,755        $223    
                                                 ======        =======          =======        ====    

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

(1) Amounts are included in other policyholder funds column for successor and in
other liabilities for predecessor.                                      

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SCHEDULE III

CONSOLIDATED SUPPLEMENTARY INSURANCE INFORMATION
FOR THE SIX MONTHS ENDED DECEMBER 31, 2005 (SUCCESSOR)
AND JUNE 30, 2005 (PREDECESSOR) 
AND THE YEARS ENDED DECEMBER 31, 2004 AND 2003 (PREDECESSOR)

(IN MILLIONS) 

                                                        [Enlarge/Download Table]

                            PREMIUM                POLICYHOLDER  AMORTIZATION OF                             
                            REVENUES      NET      BENEFITS AND   DAC AND VOBA      OTHER        PREMIUMS    
                           AND POLICY  INVESTMENT    INTEREST      CHARGED TO     OPERATING      WRITTEN     
SEGMENT                       FEES       INCOME      CREDITED    OTHER EXPENSES   EXPENSES   (EXCLUDING LIFE)
-------                    ----------  ----------  ------------  ---------------  ---------  ----------------
                                                                                                             
FOR THE SIX MONTHS ENDED                                                                                     
DECEMBER 31, 2005 (SUCCESSOR)                                                                                
Institutional............    $  133      $  711       $  627          $  1          $ 29           $ --      
Individual...............       518         381          378           185           182             --      
Corporate & Other........        13         124           22            --           (14)            --      
                             ------      ------       ------          ----          ----           ----      
                             $  664      $1,216       $1,027          $186          $197           $ --      
                             ======      ======       ======          ====          ====           ====      
FOR THE SIX MONTHS ENDED                                                                                     
  JUNE 30, 2005 (PREDECESSOR)                                                                                
Institutional............    $  239      $  778       $  828          $  4          $ 16           $206      
Individual...............       475         547          449           231           162             62      
Corporate & Other........        17         283           20             1            27             17      
                             ------      ------       ------          ----          ----           ----      
                             $  731      $1,608       $1,297          $236          $205           $285      
                             ======      ======       ======          ====          ====           ====      
FOR THE YEAR ENDED                                                                                           
  DECEMBER 31, 2004 (PREDECESSOR)                                                                            
Institutional............    $  792      $1,443       $1,878          $  7          $ 33           $719      
Individual...............       775       1,027          799           401           255             72      
Corporate & Other........        34         542           39             2            64             34      
                             ------      ------       ------          ----          ----           ----      
                             $1,601      $3,012       $2,716          $410          $352           $825      
                             ======      ======       ======          ====          ====           ====      
FOR THE YEAR ENDED                                                                                           
  DECEMBER 31, 2003 (PREDECESSOR)                                                                            
Institutional............    $  990      $1,268       $2,018          $ 12          $ 29           $921      
Individual...............       588         950          751           266           190             25      
Corporate & Other........        35         525           47             2            58             35      
                             ------      ------       ------          ----          ----           ----      
                             $1,613      $2,743       $2,816          $280          $277           $981      
                             ======      ======       ======          ====          ====           ====      

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THE TRAVELERS INSURANCE COMPANY 
(A WHOLLY-OWNED SUBSIDIARY OF METLIFE, INC.)

SCHEDULE IV 

CONSOLIDATED REINSURANCE
AS OF DECEMBER 31, 2005 AND 2004 AND FOR THE SIX MONTHS ENDED 
DECEMBER 31, 2005 AND JUNE 30, 2005 
AND THE YEARS ENDED DECEMBER 31, 2004 AND 2003

(IN MILLIONS) 

                                                        [Enlarge/Download Table]

                                                                                           % AMOUNT
                                                       GROSS                        NET    ASSUMED 
                                                       AMOUNT    CEDED   ASSUMED  AMOUNT    TO NET 
                                                      --------  -------  -------  -------  --------
                                                                                                   
AS OF AND FOR THE SIX MONTHS ENDED                                                                 
  DECEMBER 31, 2005 (SUCCESSOR)                                                                    
Life insurance in-force.............................. $109,333  $78,438  $   --   $30,895     --%  
                                                      ========  =======  ======   =======          
Insurance Premium:                                                                                 
  Life insurance..................................... $    237  $    34  $   --   $   203     --%  
  Accident and health................................      144      125      --        19     --%  
                                                      --------  -------  ------   -------          
    Total insurance premium.......................... $    381  $   159  $   --   $   222     --%  
                                                      ========  =======  ======   =======          
FOR THE SIX MONTHS ENDED                                                                           
  JUNE 30, 2005 (PREDECESSOR)                                                                      
Insurance Premium:                                                                                 
  Life insurance..................................... $    335  $    27  $   --   $   308     --%  
  Accident and health................................      129      112      --        17     --%  
  Property and casualty insurance....................        2        2      --        --     --%  
                                                      --------  -------  ------   -------          
    Total insurance premium.......................... $    466  $   141  $   --   $   325     --%  
                                                      ========  =======  ======   =======          
AS OF AND FOR THE YEAR ENDED                                                                       
  DECEMBER 31, 2004 (PREDECESSOR)                                                                  
Life insurance in-force.............................. $100,794  $73,575  $3,313   $30,532   10.9%  
                                                      ========  =======  ======   =======          
Insurance Premium:                                                                                 
  Life insurance..................................... $    927  $    51  $   --   $   876     --%  
  Accident and health................................      263      228      --        35     --%  
  Property and casualty insurance....................        1        1      --        --     --%  
                                                      --------  -------  ------   -------          
    Total insurance premium.......................... $  1,191  $   280  $   --   $   911     --%  
                                                      ========  =======  ======   =======          
AS OF AND FOR THE YEAR ENDED                                                                       
  DECEMBER 31, 2003 (PREDECESSOR)                                                                  
Life insurance in-force.............................. $ 89,443  $62,957  $3,362   $29,848   11.3%  
                                                      ========  =======  ======   =======          
Insurance Premium:                                                                                 
  Life insurance..................................... $  1,086  $    40  $   --   $ 1,046     --%  
  Accident and health................................      269      233      --        36     --%  
  Property and casualty insurance....................       21       21      --        --     --%  
                                                      --------  -------  ------   -------          
    Total insurance premium.......................... $  1,376  $   294  $   --   $ 1,082     --%  
                                                      ========  =======  ======   =======          

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 PORTFOLIO ARCHITECT
PORTFOLIO ARCHITECT SELECT
PREMIER ADVISERS

 STATEMENT OF ADDITIONAL INFORMATION

 METLIFE OF CT FUND ABD FOR VARIABLE ANNUITIES

INDIVIDUAL VARIABLE ANNUITY CONTRACT
 ISSUED BY

METLIFE INSURANCE COMPANY OF CONNECTICUT
 ONE CITYPLACE
HARTFORD, CONNECTICUT 06103-3415

MIC-Book-06-07-10-11                                                   May 2006 

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PART C

 OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS                                      

(a)   The financial statements of the Registrant and the Report of Independent  
    Auditors thereto are contained in the Registrant's Annual Report and are
included in the Statement of Additional Information. The financial  
statements of the Registrant include:                               

         (1)   Statement of Assets and Liabilities as of December 31, 2005

          (2)   Statement of Operations for the year ended December 31, 2005

    (3)   Statement of Changes in Net Assets for the years ended
December 31, 2005 and 2004                  

(4)   Statement of Investments as of December 31, 2005  

(5)   Notes to Financial Statements                     

The consolidated financial statements and schedules of The Travelers
      Insurance Company and subsidiaries and the report of Independent Auditors,
      are contained in the Statement of Additional Information. The consolidated
    financial statements of The Travelers Insurance Company and subsidiaries
include:                                                            

            (1)   Consolidated Statements of Income for the years ended December
31, 2005, 2004 and 2003                     

          (2)   Consolidated Balance Sheets as of December 31, 2005 and 2004

         (3)   Consolidated Statements of Changes in Retained Earnings and
                  Accumulated Other Changes in Equity from Non-Owner Sources for
    the years ended December 31, 2005, 2004 and 2003

       (4)   Consolidated Statements of Cash Flows for the years ended
December 31, 2005, 2004 and 2003            

(5)   Notes to Consolidated Financial Statements        

(6)   Financial Statement Schedules                     

(b)   Exhibits                                                                  

                                                                [Download Table]

EXHIBIT                                                                         
 NUMBER     DESCRIPTION                                                         
-------     --------------------------------------------------------------------
                                                                                
   1.       Resolution of The Travelers Insurance Company Board of Directors    
            authorizing the establishment of the Registrant. (Incorporated      
            herein by reference to Exhibit 1 to the Registration Statement on   
            Form N-4, filed December 22, 1995.)                                 

   2.       Exempt.                                                             

  3(a)      Distribution and Principal Underwriting Agreement among the         
            Registrant, The Travelers Insurance Company and Travelers           
            Distribution LLC (Incorporated herein by reference to Exhibit 3(a)  
            to Post Effective Amendment No. 4 to the Registration Statement on  
            Form N-4, File No. 333-58783 filed February 26, 2001.)              

  3(b)      Selling Agreement. Filed herewith.                                  

  4(a)      Form of Variable Annuity Contract(s). (Incorporated herein by       
            reference to Exhibit 4 to the Registration Statement on Form N-4,   
            filed June 17, 1996.)                                               

  4(b)      Form of Guaranteed Minimum Withdrawal Rider. (Incorporated herein by
            reference to Exhibit 4 to Post-Effective Amendment No. 4 to the     
            Registration Statement on Form N-4, File No. 333-101778, filed      
            November 19, 2004.)                                                 

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                                                                [Download Table]
                                                                               
 4(c)      Company Name Change Endorsement The Travelers Insurance Company.    
           Filed herewith.                                                     

 4(d)      Roth 401 Endorsement. Filed herewith.                               

 4(e)      Roth 403(b) Endorsement. Filed herewith.                            

  5.       Form of Variable Annuity Application. Filed herewith.               

 6(a)      Charter of The Travelers Insurance Company, as amended on October   
           19, 1994. (Incorporated herein by reference to Exhibit 3(a)(i) to   
           Registration Statement on Form S-2, File No. 33-58677, filed via    
           Edgar on April 18, 1995.)                                           

 6(b)      By-Laws of The Travelers Insurance Company, as amended on October   
           20, 1994. (Incorporated herein by reference to Exhibit 3(b)(i) to   
           the Registration Statement on Form S-2, File No. 33-58677, filed via
           Edgar on April 18, 1995.)                                           

 6(c)      Certificate of Amendment of the Charter as Amended and Restated of  
           The Travelers Insurance Company effective May 1, 2006. Filed        
           herewith.                                                           

  7.       Specimen Reinsurance Agreement. (Incorporated herein by reference to
           Exhibit 7 to Post-Effective Amendment No. 2 to the Registration     
           Statement on Form N-4, File No. 333-65942, filed April 15, 2003.)   

 8(a)      Form of Participation Agreement. (Incorporated herein by reference  
           to Exhibit 8 to Post-Effective Amendment No. 8 to the Registration  
           Statement on Form N-4, File No. 101778 filed April 21, 2005).       

 8(b)      Participation Agreement Among Metropolitan Series Fund, Inc.,       
           MetLife Advisers, LLC, Metropolitan Life Insurance Company, The     
           Travelers Insurance Company and The Travelers Life and Annuity      
           Company effective November 1, 2005. Filed herewith.                 

 8(c)      Participation Agreement Among Met Investors Series Trust, Met       
           Investors Advisory, LLC, MetLife Investors Distribution Company, The
           Travelers Insurance Company and The Travelers Life and Annuity      
           Company effective November 1, 2005. Filed herewith.                 

  9.       Opinion of Counsel as to the legality of securities being           
           registered. (Incorporated herein by reference to Exhibit 9 to       
           Post-Effective Amendment No. 3 to the Registration Statement on Form
           N-4 filed April 28, 1997.)                                          

10(a)      Consent of KPMG LLP, Independent Registered Public Accounting Firm. 
           Filed herewith.                                                     

10(b)      Consent of Deloitte & Touche LLP, Independent Registered Public     
           Accounting Firm. Filed herewith.                                    

 11.       Not applicable.                                                     

 12.       Not applicable.                                                     

 15.       Power of Attorney authorizing Michele H. Abate, Thomas S. Clark,    
           John E. Connolly, Jr., Mary K. Johnson, James L. Lipscomb, Gina C.  
           Sandonato, Myra L. Saul, and Marie C. Swift to act as signatory for 
           C. Robert Henrikson, Leland C. Launer, Jr., Lisa M. Weber, Stanley  
           J. Talbi, and Joseph J. Prochaska, Jr. (Incorporated herein by      
           reference to Post-Effective Amendment No. 10 to the TIC Separate    
           Account Eleven for Variable Annuities Registration Statement on Form
           N-4, File No. 333-101778, filed September 20, 2005.)                

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR                                

Principal Business Address:                                                     

The Travelers Insurance Company                                     
One Cityplace                                                       
Hartford, CT 06103-3415                                             

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                                                        [Enlarge/Download Table]

NAME AND PRINCIPAL          POSITIONS AND OFFICES                                    
BUSINESS ADDRESS            WITH INSURANCE COMPANY                                   
--------------------------  -------------------------------------------------------- 
                                                                                     
C. Robert Henrikson         Director, Chairman, President and Chief Executive Officer
One MetLife Plaza                                                                    
27-01 Queens Plaza North                                                             
Long Island City, New York                                                           
11101                                                                                

Leland C. Launer, Jr.       Director                                                 
501 Route 22                                                                         
Bridgewater, NJ 08807                                                                

Lisa M. Weber               Director                                                 
One MetLife Plaza                                                                    
27-01 Queens Plaza North                                                             
Long Island City, New York                                                           
11101                                                                                

Steven A. Kandarian         Executive Vice President and Chief Investment Officer    
10 Park Avenue                                                                       
Morristown, NJ 07962                                                                 

James L. Lipscomb           Executive Vice President and General Counsel             
One MetLife Plaza                                                                    
27-01 Queens Plaza North                                                             
Long Island City, New York                                                           
11101                                                                                

Gwenn L. Carr               Senior Vice President and Secretary                      
One MetLife Plaza                                                                    
27-01 Queens Plaza North                                                             
Long Island City, New York                                                           
11101                                                                                

Michael K. Farrell          Senior Vice President                                    
10 Park Avenue                                                                       
Morristown, NJ 07962                                                                 

Hugh C. McHaffie            Senior Vice President                                    
501 Boylston Street                                                                  
Boston, MA 02116                                                                     

Joseph J. Prochaska, Jr.    Senior Vice President and Chief Accounting Officer       
One MetLife Plaza                                                                    
27-01 Queens Plaza North                                                             
Long Island City, New York                                                           
11101                                                                                

Stanley J. Talbi            Senior Vice President and Chief Financial Officer        
One MetLife Plaza                                                                    
27-01 Queens Plaza North                                                             
Long Island City, New York                                                           
11101                                                                                

Anthony J. Williamson       Senior Vice President and Treasurer                      
One MetLife Plaza                                                                    
27-01 Queens Plaza North                                                             
Long Island City, New York                                                           
11101                                                                                

Roberto Baron               Vice President and Senior Actuary                        
One MetLife Plaza                                                                    
27-01 Queens Plaza North                                                             
Long Island City, New York                                                           
11101                                                                                

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                                                                [Download Table]
                                                                       
Steven J. Brash                Vice President                          
One MetLife Plaza                                                      
27-01 Queens Plaza North                                               
Long Island City, New York                                             
11101                                                                  

William D. Cammarata           Vice President                          
18210 Crane Nest Drive                                                 
Tampa, FL 33647                                                        

Vincent Cirulli                Vice President                          
10 Park Avenue                                                         
Morristown, NJ 07962                                                   

James R. Dingler               Vice President                          
10 Park Avenue                                                         
Morristown, NJ 07962                                                   

Elizabeth M. Forget            Vice President                          
260 Madison Ave                                                        
New York, NY 10016                                                     

Judith A. Gulotta              Vice President                          
10 Park Avenue                                                         
Morristown, NJ 07962                                                   

S. Peter Headley               Vice President and Assistant Secretary  
6750 Poplar Avenue                                                     
Germantown, TN 38138                                                   

C. Scott Inglis                Vice President                          
10 Park Avenue                                                         
Morristown, NJ 07962                                                   

Daniel D. Jordan               Vice President and Assistant Secretary  
501 Boylston Street                                                    
Boston, MA 02116                                                       

Bennett Kleinberg              Vice President and Actuary              
185 Asylum Street                                                      
Hartford, CT 06103                                                     

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

Gene L. Lunman                 Vice President                          
185 Asylum Street                                                      
Hartford, CT 06103                                                     

Joseph J. Massimo              Vice President                          
18210 Crane Nest Drive                                                 
Tampa, FL 33647                                                        

Daniel A. O'Neill              Vice President                          
10 Park Avenue                                                         
Morristown, NJ 07962                                                   

Mark S. Reilly                 Vice President                          
185 Asylum Street                                                      
Hartford, CT 06103                                                     

Mark J. Remington              Vice President                          
185 Asylum Street                                                      
Hartford, CT 06103                                                     

Jonathan L. Rosenthal          Vice President and Chief Hedging Officer
10 Park Avenue                                                         
Morristown, NJ 07962                                                   

Ragai A. Roushdy               Vice President                          
10 Park Avenue                                                         
Morristown, NJ 07962                                                   

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Erik V. Savi                   Vice President
10 Park Avenue                               
Morristown, NJ 07962                         

Kevin M. Thorwarth             Vice President
10 Park Avenue                               
Morristown, NJ 07962                         

Mark. H. Wilsmann              Vice President
10 Park Avenue                               
Morristown, NJ 07962                         

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR    
REGISTRANT                                                                      

The Registrant is a separate account of The Travelers Insurance Company under   
Connecticut insurance law. The Depositor is a wholly owned subsidiary of        
MetLife, Inc., a publicly traded company. No person is controlled by the        
Registrant. The following outline indicates those entities that are controlled  
by MetLife, Inc. or are under the common control of MetLife, Inc.               

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ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES
AS OF DECEMBER 31, 2005 

The following is a list of subsidiaries of MetLife, Inc. updated as of December 
31, 2005. 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 Company (DE)                                      

1.    TH Tower NGP, LLC (DE)                                        

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

3.    TH Tower Leasing, LLC (DE)                                    

4.    CitiStreet Retirement Services LLC (NJ)                       

a)    CitiStreet Financial Services LLC (NJ)            

b)    CitiStreet Funds Management LLC (NJ)              

c)    CitiStreet Associates LLC (DE)                    

1)    CitiStreet Equities LLC (NJ)          

   2)    CitiStreet Associates of Montana LLC (MT)

   3)    CitiStreet Associates of Texas, Inc. (TX)

  4)    CitiStreet Associates of Hawaii LLC (HI)

   5)    CitiStreet Associates Insurance Agency of
Massachusetts LLC (MA)          

F.    MetLife Pensiones S.A. (Mexico)- 97.4738% is owned by Metlife, Inc. and   
2.5262% is owned by Metropolitan Asset Management Corporation.      

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.,        
1.27483% is owned by Metropolitan Asset Management Corporation and  
0.01976% 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. (Mexico) and 0.01% is owned by MetLife Pensiones S.A.

     a)    Met1 SIEFORE, S.A. de C.V. (Mexico)- 99.99% is owned by
                 MetLife Afore, S.A. and 0.01% is owned by MetLife Mexico S.A.
(Mexico)                                    

     b)    Met2 SIEFORE, S.A. de C.V. (Mexico)- 99.99% is owned by
                 MetLife Afore, S.A. and 0.01% is owned by MetLife Mexico S.A.
(Mexico)                                    

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)                             

a)    Texas Life Agency Services, Inc. (TX)             

b)    Texas Life Agency Services of Kansas, Inc. (KS)   

2.    Cova Life Management Company (DE)                             

O.    MetLife Investors Insurance Company (MO)                                  

1.    MetLife Investors Insurance Company of California (CA)        

P.    First MetLife Investors Insurance Company (NY)                            

Q.    Walnut Street Securities, Inc. (MO)                                       

1.    Walnut Street Advisers, Inc. (MO)                             

R.    Newbury Insurance Company, Limited (BERMUDA)                              

S.    MetLife Investors Group, Inc. (DE)                                        

1.    MetLife Investors USA Insurance Company (DE)                  

2.    MetLife Investors Distribution Company (MO)                   

3.    Met Investors Advisory, LLC (DE)                              

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

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T.    MetLife International Holdings, Inc. (DE)                                 

1.    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.

 2.    MetLife India Insurance Company Private Limited (India)- 26% is
         owned by MetLife International Holdings, Inc. and 74% is owned by
third parties.                                          

3.    Metropolitan Life Insurance Company of Hong Kong Limited (Hong
            Kong)- 99.9987% is owned by Metlife International Holdings, Inc. and
0.0013% is owned by Natiloporterm Holdings, Inc.        

    4.    Metropolitan Life Seguros de Retiro S.A. (Argentina)- 95% is owned
  by MetLife International Holdings, Inc. and 5% is owned by
Natiloportem Holdings, Inc.                             

     5.    Metropolitan Life Seguros de Vida S.A. (Argentina)- 95% is owned by
            MetLife International Holdings, Inc. and 5% is owned by Natiloportem
Holdings, Inc.                                          

           a)    Met AFJP S.A. (Argentina)- 95% of the shares of Met AFJP S.A.
                 are owned by Metropolitan Life Seguros de Vida S.A. and 5% of
             the shares of Met AFJP S.A. are held by Metropolitan Life
Seguros de Retiro S.A.                      

6.    MetLife Insurance Company of Korea Limited (South Korea)      

7.    Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil)-
       99.999999% is owned by MetLife International Holdings, Inc. and
0.000001% is owned by Natiloportem Holdings, Inc.       

8.    MetLife Global, Inc. (DE)                                     

    9.    MetLife Administradora de Fundos Multipatrocinados Ltda (Brazil) -
       99.999978% is owned by MetLife International Holdings, Inc. and
0.000022% is owned by Natiloportem Holdings, Inc.       

10.   MetLife Insurance Company Limited (Hong Kong)                 

11.   MetLife General Insurance Limited (Australia)                 

12.   MetLife Limited (United Kingdom)                              

 13.   MetLife Insurance S.A./NV (Belgium) - 99.9% is owned by MetLife
        International Holdings, Inc. and 0.1% is owned by third parties.

14.   MetLife Services Limited (United Kingdom)                     

15.   Siembra Seguros de Vida S.A. (Argentina) - 95.25% is owned by 
  MetLife International Holdings, Inc. and 4.75% is owned by
Natiloportem Holdings, Inc.                             

16.   MetLife International Insurance Ltd. (Bermuda)                

17.   MetLife Insurance Limited (Australia)                         

a)    MetLife Insurance and Investment Trust (Australia)

 18.   Siembra Seguros de Retiro S.A. (Argentina) - 95.25% is owned by
   MetLife International Holdings, Inc. and 4.75% is owned by;
Natiloportem Holdings, Inc.                             

      19.   Best Market S.A. (Argentina) - 95% is owned by MetLife International
    Holdings, Inc. and 5% is held by Natiloportem Holdings, Inc.

     20.   Compania Previsional MetLife S.A. (Argentina) - 99.999978% is owned
         by MetLife International Holdings, Inc. and 0.000022% is owned by
Natiloportem Holdings, Inc.                             

21.   MetLife Worldwide Holdings, Inc.                              

    a)    MetLife Towarzystwo Ubezpieczen na Zycie S.A. (Poland)

b)    CDMK, Inc. (Korea)                                

c)    MetLife Reinsurance (Bermuda) Ltd. (Bermuda)      

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

e)    MetLife Vida e Previdencia S.A. (Brazil)          

U.    Metropolitan Life Insurance Company (NY)                                  

1.    334 Madison Avenue BTP-D Holdings, LLC (DE)                   

2.    334 Madison Avenue BTP-E Holdings, LLC (DE)                   

3.    334 Madison Avenue Euro Investments, Inc. (DE)                

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

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

      4.    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.                    

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

6.    CRB Co, Inc. (MA)- AEW Real Estate Advisors, Inc. holds 49,000
           preferred non-voting shares of CRB Co., Inc. and AEW Advisors, Inc.
 holds 1,000 preferred non-voting shares of CRB, Co., Inc.

7.    GA Holding Corp. (MA)                                         

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9.    L/C Development Corporation (CA)                              

10.   Thorngate, LLC (DE)                                           

11.   Alternative Fuel I, LLC (DE)                                  

12.   Transmountain Land & Livestock Company (MT)                   

13.   MetPark Funding, Inc. (DE)                                    

14.   HPZ Assets LLC (DE)                                           

15.   MetDent, Inc. (DE)                                            

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

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

18.   MetLife (India) Private Ltd. (India)                          

19.   Metropolitan Marine Way Investments Limited (Canada)          

20.   MetLife Private Equity Holdings, LLC (DE)                     

21.   23rd Street Investments, Inc. (DE)                            

a)    Mezzanine Investment Limited Partnership-BDR (DE).
           Metropolitan Life Insurance Company holds a 99% limited
        partnership interest in Mezzanine Investment Limited
             Partnership-BDR and 23rd Street Investments, Inc. is a 1%
general partner.                            

           b)    Mezzanine Investment Limited Partnership-LG (DE). 23rd Street
          Investments, Inc. is a 1% general partner of Mezzanine
                  Investment Limited Partnership-LG. Metropolitan Life Insurance
                 Company holds a 99% limited partnership interest in Mezzanine
Investment Limited Partnership-LG.          

22.   Metropolitan Realty Management, Inc. (DE)                     

23.   Hyatt Legal Plans, Inc. (DE)                                  

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

24.   MetLife Holdings, Inc. (DE)                                   

a)    MetLife Credit Corp. (DE)                         

b)    MetLife Funding, Inc. (DE)                        

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25.   Bond Trust Account A (MA)                                 

26.   Metropolitan Asset Management Corporation (DE)            

      a)    MetLife Capital Credit L.P. (DE)- 90% of MetLife Capital
               Credit L.P. is held directly by Metropolitan Life Insurance
           Company and 10% General Partnership interest of MetLife
                Capital Credit L.P. is held by Metropolitan Asset Management
Corporation.                                

      b)    MetLife Capital Limited Partnership (DE)- 73.78% Limited
              Partnership interest is held directly by Metropolitan Life
              Insurance Company and 9.58% Limited Partnership and 16.64%
                General Partnership interests are held by Metropolitan Asset
Management Corporation.                     

        c)    MetLife Investments Asia Limited (Hong Kong)- One share of
             MetLife Investments Asia Limited is held by W&C Services,
                 Inc., a nominee of Metropolitan Asset Management Corporation.

       d)    MetLife Investments Limited (United Kingdom)- 23rd Street
            Investments, Inc. holds one share of MetLife Investments
            Limited and LA Investments, S.A. and 1% of MetLife Latin
America Asesorias e Inversiones Limitada.   

        e)    LA Investments, S.A. (Argentina)- 23rd Street Investments,
              Inc. holds one share of MetLife Investments Limited and LA
                 Investments, S.A. and 1% of MetLife Latin America Asesorias e
Inversiones Limitada.                       

    f)    MetLife Latin America Asesorias e Inversiones Limitada
             (Chile)- 23rd Street Investments, Inc. holds one share of
            MetLife Investments Limited and LA Investments, S.A. and
                 1% of MetLife Latin America Asesorias e Inversiones Limitada.

27.   New England Life Insurance Company (MA)                       

a)    MetLife Advisers, LLC (MA)                        

b)    New England Securities Corporation (MA)           

c)    Omega Reinsurance Corporation (AZ)                

28.   GenAmerica Financial, LLC (MO)                                

a)    GenAmerica Capital I (DE)                         

b)    General American Life Insurance Company (MO)      

(1)   Paragon Life Insurance Company (MO)   

(2)   GenAmerica Management Corporation (MO)

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                 (3)   Reinsurance Group of America, Incorporated (MO) - (52.8%)

                        (a)   Reinsurance Company of Missouri, Incorporated (MO)

              (i)   RGA Reinsurance Company (MO)

                                   (A)   Fairfield Management Group, Inc. (MO)

                                         (aa)  Reinsurance Partners, Inc. (MO)

                                  (bb)  Great Rivers Reinsurance
                                     Management, Inc. (MO)

                                        (cc)  RGA (U.K.) Underwriting Agency
                                        Limited (United Kingdom)

                       (b)   RGA Worldwide Reinsurance Company Ltd. (Barbados)

                (c)   RGA Sigma Reinsurance SPC (Cayman Islands)

                       (d)   RGA Americas Reinsurance Company, Ltd. (Barbados)

                        (e)   RGA Reinsurance Company (Barbados) Ltd. (Barbados)

                          (i)   RGA Financial Group, L.L.C. (DE)- 80% of
                                  RGA Financial Group, L.L.C. is held by RGA
                                   Reinsurance Company (Barbados) Ltd. and 20%
                                  of RGA Financial Group, LLC is held by RGA
           Reinsurance Company

                     (f)   RGA Life Reinsurance Company of Canada (Canada)

                 (g)   RGA International Corporation (Nova Scotia)

                         (i)   RGA Financial Products Limited (Canada)

                  (h)   RGA Holdings Limited (U.K.) (United Kingdom)

                          (i)   RGA UK Services Limited (United Kingdom)

                  (ii)  RGA Capital Limited U.K. (United
Kingdom)

                      (iii) RGA Reinsurance (UK) Limited (United
Kingdom)

                  (i)   RGA South African Holdings (Pty) Ltd. (South
Africa)             

                         (i)   RGA Reinsurance Company of South Africa
              Limited (South Africa)

                     (j)   RGA Australian Holdings PTY Limited (Australia)

                      (i)   RGA Reinsurance Company of Australia
           Limited (Australia)

                           (ii)  RGA Asia Pacific PTY, Limited (Australia)

                      (k)   General American Argentina Seguros de Vida, S.A.
(Argentina)         

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        (l)   RGA Technology Partners, Inc. (MO)

                     (m)   RGA International Reinsurance Company (Ireland)

(n)   RGA Capital Trust I       

            (o)   RGA Global Reinsurance, Ltd. (Bermuda)

29.   Corporate Real Estate Holdings, LLC (DE)                      

30.   Ten Park SPC (CAYMAN ISLANDS ) - 1% voting control is held by 
Metropolitan Asset Management Corporation               

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

32.   Headland Development Corporation (CA)                         

33.   Headland - Pacific Palisades, LLC (CA)                        

34.   Headland Properties Associates (CA)                           

35.   Krisman, Inc. (MO)                                            

36.   Special Multi-Asset Receivables Trust (DE)                    

37.   White Oak Royalty Company (OK)                                

38.   500 Grant Street GP LLC (DE)                                  

    39.   500 Grant Street Associates Limited Partnership (CT) - 99% is held
            by Metropolitan Life Insurance Company and 1% by 500 Grant Street GP
LLC                                                     

40.   MetLife Canada/MetVie Canada (Canada)                         

V.    MetLife Capital Trust II (DE)                                             

W.    MetLife Capital Trust III (DE)                                            

X.    The Travelers Insurance Company (CT)                                      

    1.    190 LaSalle Associates L.L.C. (DE) - 50% is owned by a third party

2.    440 South LaSalle LLC (DE)                                    

3.    Pilgrim Investments Oakmont Lane, LLC (DE) - 50% is owned by a
third party                                             

    4.    Pilgrim Alternative Investments Opportunity Fund I, LLC (DE) - 33%
is owned by third party                                 

  5.    Pilgrim Alternative Investments Opportunity Fund III Associates,
LLC (CT) - 33% is owned by third party                  

6.    Pilgrim Investments Highland Park, LLC (CO)                   

7.    Pilgrim Investments Schaumberg Windy Point, LLC (DE)          

8.    Pilgrim Investments York Road, LLC(DE)                        

9.   Euro TI Investments LLC (DE)                                   

10.   Greenwich Street Investments, LLC (DE)                        

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

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

11.   Hollow Creek, L.L.C. (CT/NC)                                  

12.   One Financial Place Corporation (DE) - 100% is owned in the   
           aggregate by The Travelers Insurance Company and The Travelers Life
and Annuity Company.                                    

a)    One Financial Place, LP (DE)                      

13.   One Financial Place Holdings, LLC (DE)-100% is owned in the   
          aggregate by The Travelers Insurace Company and The Travelers Life
and Annuity Company.                                    

14.   Plaza LLC (CT)                                                

  a)    Travelers Asset Management International Company LLC
(NY)                                        

b)    Tower Square Securities, Inc. (CT)                

     1)    Tower Square Securities Insurance Agency of
Alabama, Inc. (AL)              

     2)    Tower Square Securities Insurance Agency of
Massachusetts, Inc. (MA)        

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

     4)    Tower Square Securities Insurance Agency of
Ohio, Inc. (OH) (99%)           

     5)    Tower Square Securities Insurance Agency of
Texas, Inc. (TX)                

c)    Travelers Distribution LLC (DE)                   

d)    Travelers Investment Advisers, Inc. (DE)          

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

16.   MetLife European Holdings, Inc. (DE)                          

17.   Travelers European Investments LLC (CT)                       

18.   Travelers International Investments Ltd. (Cayman Islands)     

    19.   Tribeca Citigroup Investments Ltd. (Cayman Islands) (68%) - 68% is
    owned by The Travelers Insurance Company, 4% is owned by The
      Travelers Life and Annuity Company and 28% is owned by a third
party.                                                  

 a)    Tribeca Global Convertible Investments Ltd. (Cayman
Islands) (83%)                              

20.   Trumbull Street Equity Investments LLC (DE)                   

          a)    Tandem EGI/C Investments, L.P. (DE) - The General Partner is
Trumbull Street Equity Investments LLC.     

21.   The Travelers Life and Annuity Company (CT)                   

a)    Euro TL Investments LLC (DE)                      

b)    SSB Private Selections, LLC (DE) (50%)            

        1)    Solomon Smith Barney Private Selection Fund I,
LLC (NY)                        

22.   TLA Holdings LLC (DE)                                         

a)    The Prospect Company (DE)                         

1)    Panther Valley, Inc. (NJ)             

  23.   TRAL & Co. (DE) - is a general partnership. Its partners are The
      Travelers Insurance Company and The Travelers Life and Annuity
Company.                                                

24.   Tribeca Distressed Securities LLC (DE)                        

Y.    The Travelers Life & Annuity Reinsurance Company (SC)                     

Z.    Citicorp Life Insurance Company (AZ)                                      

1.    First Citicorp Life Insurance Company (NY)                    

2.    Euro CL Investments LLC (DE)                                  

AA.   Trumbull Street Investments LLC (DE)                                      

BB.   MetLife Standby I, LLC (DE)                                               

CC.   MetLife Exchange Trust I                                                  

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) New England Life Insurance Company ("NELICO"), owns 100% of the voting stock 
of Omega Reinsurance Corporation. NELICO does not have a financial interest in  
this subsidiary.                                                                

5) 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.                                                                        

 7

ITEM 27. NUMBER OF CONTRACT OWNERS                                              

As of January 31, 2006, there were 1,293 qualified contracts and 1,106          
non-qualified contracts of Portfolio Architect; there were 3,234 qualified      
contracts and 4,308 non-qualified contracts of Portfolio Architect Select; and  
there were 41 qualified contracts and 517 non-qualified contracts of Premier    
Advisers (Class I and Class II) offered by the Registrant.                      

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 insurance coverage with limits of $400 million under which the 
Depositor and Travelers Distribution LLC, 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.             

Sections 33-770 et seq. inclusive of the Connecticut General Statutes ("C.G.S.")
regarding indemnification of directors and officers of Connecticut corporations 
provides in general that Connecticut corporations shall indemnify their         
officers, directors and certain other defined individuals against judgments,    
fines, penalties, amounts paid in settlement and reasonable expenses actually   
incurred in connection with proceedings against the corporation. The            
corporation's obligation to provide such indemnification generally does not     
apply unless (1) the individual is wholly successful on the merits in the       
defense of any such proceeding; or (2) a determination is made (by persons      
specified in the statute) that the individual acted in good faith and in the    
best interests of the corporation and in all other cases, his conduct was at    
least not opposed to the best interests of the corporation, and in a criminal   
case he had no reasonable cause to believe his conduct was unlawful; or (3) the 
court, upon application by the individual, determines in view of all of the     
circumstances that such person is fairly and reasonably entitled to be          
indemnified, and then for such amount as the court shall determine. With respect
to proceedings brought by or in the right of the corporation, the statute       
provides that the corporation shall indemnify its officers, directors and       
certain other defined individuals, against reasonable expenses actually incurred
by them in connection with such proceedings, subject to certain limitations.    

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

ITEM 29. PRINCIPAL UNDERWRITER                                                  

(a)   Travelers Distribution LLC                                                
One Cityplace                                                       
Hartford, CT 06199                                                  

Travelers Distribution LLC also serves as principal underwriter and distributor 
for the following investment companies (other than the Registrant):             

The Travelers Fund U for Variable Annuities, The Travelers Fund VA for Variable 
Annuities, The Travelers Fund BD for Variable Annuities, The Travelers Fund BD  
II for Variable Annuities, The Travelers Fund BD III, The Travelers Fund BD IV  
for Variable Annuities, The Travelers Fund ABD II for Variable Annuities, The   
Travelers Separate Account PF for Variable Annuities, The Travelers Separate    
Account PF II for Variable Annuities, The Travelers Separate Account QP for     
Variable Annuities, The Travelers Separate Account TM for Variable Annuities,   
The Travelers Separate Account TM II for Variable Annuities, The Travelers      
Separate Account Five for Variable Annuities, The Travelers Separate Account Six
for Variable Annuities, The Travelers Separate Account Seven for Variable       
Annuities, The Travelers Separate Account Eight for Variable Annuities, The     
Travelers Separate Account Nine for Variable Annuities, The Travelers Separate  
Account Ten for Variable Annuities, The Travelers Fund UL for Variable Life     
Insurance, The Travelers Fund UL II for Variable Life Insurance, The Travelers  
Fund UL III for Variable Life Insurance, The Travelers Variable Life Insurance  
Separate Account One, The Travelers Variable Life Insurance Separate Account    
Two, The Travelers Variable Life Insurance Separate Account Three, The Travelers
Variable Life Insurance Separate Account Four, The Travelers Separate Account   
MGA, The Travelers Separate Account MGA II, The Travelers Growth and Income     
Stock Account for Variable Annuities, The Travelers Quality Bond Account for    
Variable Annuities, The Travelers Money Market Account for Variable Annuities,  
Tactical Growth and Income Stock Account for Variable Annuities, Tactical       
Short-Term Bond Account for Variable Annuities and Tactical Aggressive Stock    
Account for Variable Annuities, Citicorp Life Variable Annuity Separate Account 
and First Citicorp Life Variable Annuity Separate Account, TIC Separate Account 
Eleven for Variable Annuities, TLAC Separate Account Twelve for Variable        
Annuities, TIC Separate Account Thirteen for Variable Annuities, TLAC Separate  
Account Fourteen for Variable Annuities, TIC Variable Annuity Separate Account  
2002, and TLAC Variable Annuity Separate Account 2002.                          

(b)   Travelers Distribution LLC is the principal underwriter for the Contracts.
     The following persons are officers and managers of Travelers Distribution
     LLC. The principal business address for Travelers Distribution LLC is One
Cityplace, Hartford, CT 06103-3415.                                 

                                                        [Enlarge/Download Table]

NAME AND PRINCIPAL                POSITIONS AND OFFICES                               
BUSINESS ADDRESS                  WITH UNDERWRITER                                    
--------------------------------  ----------------------------------------------------
                                                                                      
Leslie Sutherland                 President                                           
One MetLife Plaza                                                                     
27-01 Queens Plaza North                                                              
Long Island City, New York 11101                                                      
Steven J. Brash                   Vice President                                      

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One MetLife Plaza                                                                     
27-01 Queens Plaza North                                                              
Long Island City, New York 11101                                                      

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

Charles M. Deuth                  Vice President, National Accounts                   
One MetLife Plaza                                                                     
27-01 Queens Plaza North                                                              
Long Island City, New York 11101                                                      

Anthony J. Dufault                Vice President                                      
5 Park Plaza                                                                          
Suite 1900                                                                            
Irvine, CA 92614                                                                      

James R. Fitzpatrick              Vice President                                      
5 Park Plaza                                                                          
Suite 1900                                                                            
Irvine, CA 92614                                                                      

Elizabeth M. Forget               Vice President and Chief Marketing Officer          
260 Madison Avenue                                                                    
New York, NY 10016                                                                    

Helayne F. Klier                  Vice President                                      
One MetLife Plaza                                                                     
27-01 Queens Plaza North                                                              
Long Island City, New York 11101                                                      

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

Paul A. LaPiana                   Vice President, Life Insurance Distribution Division
5 Park Plaza                                                                          
Suite 1900                                                                            
Irvine, CA 92614                                                                      

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

John E. Petersen                  Vice President                                      
13045 Tesson Ferry Rd.                                                                
St. Louis, MO 63128                                                                   

Robert H. Petersen                Vice President and Chief Financial Officer          
485-E U.S. Highway 1 South                                                            
4th Floor                                                                             
Iselin, NJ 08830                                                                      

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

Paul A. Smith                     Vice President                                      
One MetLife Plaza                                                                     
27-01 Queens Plaza North                                                              
Long Island City, New York 11101                                                      

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

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Paulina Vakouros                  Vice President                               
260 Madison Avenue                                                             
New York, NY 10016                                                             
Edward C. Wilson                  Vice President and Chief Distribution Officer
5 Park Plaza                                                                   
Suite 1900                                                                     
Irvine, CA 92614                                                               
Anthony J. Williamson             Treasurer                                    
One MetLife Plaza                                                              
27-01 Queens Plaza North                                                       
Long Island City, New York 11101                                               
Michael K. Farrell                Manager                                      
10 Park Avenue                                                                 
Morristown, NJ 07962                                                           
Craig W. Markham                  Manager                                      
13045 Tesson Ferry Road                                                        
St. Louis, MO 63128                                                            
William J. Toppeta                Manager                                      
One MetLife Plaza                                                              
27-01 Queens Plaza North                                                       
Long Island City, New York 11101                                               

(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]

                                   (2)                                               
                                   Net             (3)                               
           (1)                Underwriting    Compensation      (4)          (5)     
    Name of Principal        Discounts and         On        Brokerage      Other    
       Underwriter            Commissions      Redemption   Commissions  Compensation
--------------------------  ----------------  ------------  -----------  ------------
                                                                                     
Travelers Distribution LLC  $    132.588,671  $          0  $         0  $          0

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ITEM 30. LOCATION OF ACCOUNTS AND RECORDS                                       

(1)   The Travelers Insurance Company One Cityplace Hartford, Connecticut       
06103-3415                                                          

ITEM 31. MANAGEMENT SERVICES                                                    

Not applicable.                                                                 

ITEM 32. UNDERTAKINGS                                                           

The undersigned Registrant hereby undertakes:                                   

(a)   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 months old for
     so long as payments under the variable annuity contracts may be accepted;

(b)   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 post card or similar
   written communication affixed to or included in the prospectus that the
   applicant can remove to send for a Statement of Additional Information;
and                                                                 

(c)   To deliver any Statement of Additional Information and any financial      
      statements required to be made available under this Form N-4 promptly upon
written or oral request.                                            

The Company hereby represents:                                                  

(a)   That the aggregate charges under the Contracts of the Registrant described
    herein are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the Company.      

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SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of     
1940, the Registrant certifies that it meets the requirements of Securities Act 
Rule 485(b) for effectiveness of this amendment to this registration statement  
and has caused this amendment to this registration statement to be signed on its
behalf, in the City of Boston, and State of Massachusetts, on this 5th day of   
April, 2006.                                                                    

 THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
(Registrant)

 THE TRAVELERS INSURANCE COMPANY
 (Depositor)

                  By: /s/ HUGH C. MCHAFFIE
                                      ------------------------------------
                                         Hugh C. McHaffie, Senior Vice President

As required by the Securities Act of 1933, this registration statement has been 
signed by the following persons in the capacities indicated on the 5th day of   
April, 2006.                                                                    

*C. ROBERT HENRIKSON                Director, Chairman, President and Chief     
--------------------                Executive Officer                           
(C. Robert Henrikson)                                                           

*STANLEY J. TALBI                   Senior Vice President and Chief Financial   
-----------------                   Officer                                     
(Stanley J. Talbi)                                                              

*JOSEPH J. PROCHASKA, JR.           Senior Vice President and Chief Accounting  
------------------------            Officer                                     
(Joseph J. Prochaska, Jr.)                                                      

*LELAND C. LAUNER, JR.              Director                                    
---------------------                                                           
(Leland C. Launer, Jr.)                                                         

*LISA M. WEBER                      Director                                    
--------------                                                                  
(Lisa M. Weber)                                                                 

By: /s/ John E. Connolly, Jr.                                                   
-------------------------                                               
John E. Connolly, Jr., Attorney-in-Fact                                 

* The Travelers Insurance Company. Executed by John E. Connolly, Jr. on behalf  
of those indicated pursuant to powers of attorney incorporated herein by        
reference to Post-Effective Amendment No. 10 to the TIC Separate Account Eleven 
for Variable Annuities Registration Statement on Form N-4, File No. 333-101778, 
filed September 20, 2005.                                                       

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 EXHIBIT INDEX

                                                        [Enlarge/Download Table]
                                                                                       
 3(b)  Form of Selling Agreement                                                       
 4(c)  Company Name Change Endorsement                                                 
 4(d)  Roth 401 Endorsement                                                            
 4(e)  Roth 403(b) Endorsement                                                         
 5     Form of Variable Annuity Application                                            
 6(c)  Certificate of Amendment of the Charter as Amended and Restated                 
 8(b)  Participation Agreement (Metropolitan Series Fund, Inc.)                        
 8(c)  Participation Agreement (Met Investors Series Trust)                            
10(a)  Consent of KPMG LLP, Independent Registered Public Accounting Firm.             
10(b)  Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.