Metlife Investors USA Separate Account A, et al. – ‘485BPOS’ on 4/11/14

On:  Friday, 4/11/14, at 2:12pm ET   ·   Effective:  4/28/14   ·   Accession #:  1193125-14-140265   ·   File #s:  811-03365, 333-137369

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Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Mli Usa Series S Post-Effective Amendment No. 10     405   2.45M 
 2: EX-99.10    Consent of Independent Registered Public               1      6K 
                          Accounting Firm                                        
 3: EX-99.13(II)  Powers of Attorney                                   2     20K 

485BPOS   —   Mli Usa Series S Post-Effective Amendment No. 10
Document Table of Contents

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As filed with the Securities and Exchange Commission on April 11, 2014  

                                                            File Nos. 333-137369

                                                                       811-03365

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

                          Pre-Effective Amendment No.                         []

                        Post-Effective Amendment No. 10                      [x]

and 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 

                               Amendment No. 517                             [x]

(Check Appropriate Box or Boxes)

MetLife Investors USA Separate Account A

(Exact Name of Registrant)

MetLife Investors USA Insurance Company 

(Name of Depositor) 

11225 North Community House Road

Charlotte, NC 28277 

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

Depositor's Telephone Number, including Area Code 

(800) 989-3752

(Name and Address of Agent for Service) 

Eric T. Steigerwalt 

President 

MetLife Investors USA Insurance Company 

11225 North Community House Road

Charlotte, NC 28277 

COPIES TO:  
W. Thomas Conner

Reed Smith LLP

1301 K Street, N.W. 

Suite 1100 - East Tower 

Washington, D.C. 20005-3373 

(Approximate Date of Proposed Public Offering)

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

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

[x]    on April 28, 2014 pursuant to paragraph (b) of Rule 485.                 

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

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

[]     If appropriate, check the following box:                                 

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

Title of Securities Registered: Individual Variable Annuity Contracts           

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                                                   THE VARIABLE ANNUITY CONTRACT

                                                                       ISSUED BY

                                         METLIFE INVESTORS USA INSURANCE COMPANY

                                                                             AND

                                        METLIFE INVESTORS USA SEPARATE ACCOUNT A

                                                                        SERIES S

                            (OFFERED BETWEEN APRIL 30, 2007 AND OCTOBER 7, 2011)

                                                       SERIES S - L SHARE OPTION
                            (OFFERED BETWEEN APRIL 30, 2007 AND OCTOBER 7, 2011)

                                                                  APRIL 28, 2014

This prospectus describes the flexible premium deferred variable annuity        
contract offered by MetLife Investors USA Insurance Company (MetLife Investors  
USA or we or us). The contract is offered for individuals and some tax qualified
and non-tax qualified retirement plans. Currently the contract is not available 
for new sales.                                                                  

The annuity contract has 24 investment choices.                                 

MET INVESTORS SERIES TRUST - GMIB MAX AND EDB MAX PORTFOLIOS* (CLASS B):        

AllianceBernstein Global Dynamic Allocation Portfolio                 

Allianz Global Investors Dynamic Multi-Asset Plus Portfolio           

AQR Global Risk Balanced Portfolio                                    
BlackRock Global Tactical Strategies Portfolio                        
Invesco Balanced-Risk Allocation Portfolio                            
JPMorgan Global Active Allocation Portfolio                           
MetLife Balanced Plus Portfolio                                       
MetLife Multi-Index Targeted Risk Portfolio                           

PanAgora Global Diversified Risk Portfolio                            

Pyramis (Reg. TM) Government Income Portfolio                         
Pyramis (Reg. TM) Managed Risk Portfolio                              
Schroders Global Multi-Asset Portfolio                                

METROPOLITAN SERIES FUND - GMIB MAX AND EDB MAX PORTFOLIO* (CLASS G):           

Barclays Aggregate Bond Index Portfolio                               

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

MET INVESTORS SERIES TRUST - ASSET ALLOCATION PORTFOLIOS:                       

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

MetLife Asset Allocation 100 Portfolio (Class B)                      
(formerly MetLife Aggressive Strategy Portfolio)              
SSgA Growth and Income ETF Portfolio (Class B)                        
SSgA Growth ETF Portfolio (Class B)                                   

METROPOLITAN SERIES FUND - ASSET ALLOCATION PORTFOLIOS (CLASS B):               

MetLife Asset Allocation 20 Portfolio                                 
MetLife Asset Allocation 40 Portfolio                                 
MetLife Asset Allocation 60 Portfolio                                 
MetLife Asset Allocation 80 Portfolio                                 

METROPOLITAN SERIES FUND (CLASS B):                                             

BlackRock Money Market Portfolio                                      

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

To learn more about the MetLife Investors USA Variable Annuity Contract, you    
can obtain a copy of the Statement of Additional Information (SAI) dated April  
28, 2014. The SAI has been filed with the Securities and Exchange Commission    
(SEC) and is legally a part of the prospectus. The SEC maintains a Web site     
(http://www.sec.gov) that contains the SAI, material incorporated by reference, 
and other information regarding companies that file electronically with the     
SEC. The Table of Contents of the SAI is on Page 96 of this prospectus. For a   
free copy of the SAI, call us at (800) 343-8496, visit our website at           
WWW.METLIFEINVESTORS.COM, or write to us at: 11225 North Community House Road,  
Charlotte, NC 28277.                                                            

The contracts:                                                                  

o  are not bank deposits                                                        

o  are not FDIC insured                                                         

o  are not insured by any federal government agency                             

o  are not guaranteed by any bank or credit union                               

o  may be subject to loss of principal                                          

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE    
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY        
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

April 28, 2014                                                                  

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TABLE OF CONTENTS                                                               
      PAGE

                                                                [Download Table]
                                            
INDEX OF SPECIAL TERMS..................   5
HIGHLIGHTS..............................   5
FEE TABLES AND EXAMPLES.................   8
1. THE ANNUITY CONTRACT.................  17
     Frequent or Large Transfers........  17
2. PURCHASE.............................  18
     Purchase Payments..................  18
     Termination for Low Account Value..  18
     Allocation of Purchase Payments....  19
     Investment Allocation Restrictions     
       for Certain Riders...............  19
     Free Look..........................  23
     Accumulation Units.................  23
     Account Value......................  24
     Replacement of Contracts...........  24
3. INVESTMENT OPTIONS...................  24
     Investment Portfolios That Are         
       Funds-of-Funds...................  26
     Transfers..........................  27
     Dollar Cost Averaging Program          
      (DCA).............................  29
     Automatic Rebalancing Program......  30
     Voting Rights......................  30
     Substitution of Investment Options.  30
4. EXPENSES.............................  31
     Product Charges....................  31
     Account Fee........................  31
     Guaranteed Minimum Income              
       Benefit - Rider Charge...........  32
     Lifetime Withdrawal Guarantee -        
       Rider Charge.....................  33
     Withdrawal Charge..................  34
     Reduction or Elimination of the        
       Withdrawal Charge................  35
     Premium and Other Taxes............  36
     Transfer Fee.......................  36
     Income Taxes.......................  36
     Investment Portfolio Expenses......  36
5. ANNUITY PAYMENTS                         
     (THE INCOME PHASE).................  36
     Annuity Date.......................  36
     Annuity Payments...................  37
     Annuity Options....................  37
     Variable Annuity Payments..........  39
     Fixed Annuity Payments.............  39
6. ACCESS TO YOUR MONEY.................  40
     Systematic Withdrawal Program......  41
     Suspension of Payments or              
       Transfers........................  41
7. LIVING BENEFITS......................  41
     Overview of Living Benefit Riders..  41

                                                                [Download Table]
                                            
     Guaranteed Income Benefits.........  42
     Description of GMIB Max I..........  43
     Description of GMIB Plus III.......  50
     Description of GMIB Plus II........  57
     Description of GMIB Plus I.........  58
     Guaranteed Withdrawal Benefits.....  59
     Description of the Lifetime            
       Withdrawal Guarantee II..........  60
     Description of the Lifetime            
       Withdrawal Guarantee I...........  66
8. PERFORMANCE..........................  68
9. DEATH BENEFIT........................  68
     Upon Your Death....................  68
     Standard Death Benefit - Principal     
       Protection.......................  69
     Optional Death Benefit - EDB Max I.  69
     Optional Death Benefit - Enhanced      
       Death Benefit II.................  75
     Description of Enhanced Death          
       Benefit I........................  79
     General Death Benefit Provisions...  79
     Spousal Continuation...............  80
     Death of the Annuitant.............  81
     Controlled Payout..................  81
10. FEDERAL INCOME TAX STATUS...........  81
     Non-Qualified Contracts............  81
     Qualified Contracts................  85
11. OTHER INFORMATION...................  92
     MetLife Investors USA..............  92
     The Separate Account...............  92
     Distributor........................  93
     Selling Firms......................  93
     Requests and Elections.............  94
     Ownership..........................  95
     Legal Proceedings..................  96
     Financial Statements...............  96
TABLE OF CONTENTS OF THE STATEMENT OF       
ADDITIONAL INFORMATION..................  96
APPENDIX A.............................. A-1
     Condensed Financial Information.... A-1
APPENDIX B.............................. B-1
     Participating Investment               
       Portfolios....................... B-1
APPENDIX C.............................. C-1
     Guaranteed Minimum Income Benefit      
       Examples......................... C-1
APPENDIX D.............................. D-1
     Guaranteed Withdrawal Benefit          
       Examples......................... D-1
APPENDIX E.............................. E-1
     Death Benefit Examples............. E-1

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INDEX OF SPECIAL TERMS                                                          

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

                                                                      PAGE

Account Value............................................................ 24    
Accumulation Phase....................................................... 17    
Accumulation Unit........................................................ 23    
Annual Benefit Payment................................................... 62    
Annuitant................................................................ 96    
Annuity Date............................................................. 36    
Annuity Options.......................................................... 37    
Annuity Payments......................................................... 36    
Annuity Units............................................................ 37    
Beneficiary.............................................................. 95    
Business Day............................................................. 19    
Contract Year............................................................ 18    
Death Benefit Base................................................ 69 and 75    
Good Order............................................................... 95    
Income Base....................................................... 43 and 50    
Income Phase............................................................. 17    
Investment Portfolios.................................................... 24    
Joint Owners............................................................. 95    
Owner.................................................................... 95    
Purchase Payment......................................................... 18    
Remaining Guaranteed Withdrawal Amount................................... 61    
Separate Account......................................................... 92    
Total Guaranteed Withdrawal Amount....................................... 60    

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HIGHLIGHTS                                                                      

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

The contract allows you to select one of two different charge structures,       
referred to as a class, based on your specific situation. Each class imposes    
different withdrawal charges and mortality and expense charges. Depending on    
your expectations and preferences, you can choose the class that best meets     
your needs.                                                                     

Prior to issuance, you must select either:                                      

o    Series S, which imposes a withdrawal charge on withdrawals equal to a      
maximum of 7% of each Purchase Payment, reducing annually over seven  
    years, and a mortality and expense charge that is lower for the first four
   years than the mortality and expense charge of Series S - L Share Option;
or                                                                    

o    Series S - L Share Option, which imposes a withdrawal charge on withdrawals
   equal to a maximum of 7% of each Purchase Payment, reducing annually over
four years, and a mortality and expense charge that is higher for the 
first four years than the mortality and expense charge of Series S.   

If you elect the Series S - L Share Option, assuming you only submit the        
initial Purchase Payment, you may make a complete withdrawal from your contract 
in the fifth Contract Year (i.e., the Contract Year starting on the day after   
your fourth contract anniversary) without paying a withdrawal charge, whereas   
you would need to wait until the eighth Contract Year (i.e., the Contract Year  
starting on the day after your seventh contract anniversary) under Series S to  
make a complete withdrawal without a withdrawal charge. This feature will give  
you earlier access to contract value without paying a withdrawal charge if you  
elect the Series S - L Share Option. However, the Series S - L Share Option has 
a higher mortality and expense charge for the first four Contract Years.        
ASSUMING AN INITIAL PURCHASE PAYMENT ONLY AND NO SUBSEQUENT PURCHASE PAYMENTS,  
THE COMBINATION OF THE MORTALITY AND EXPENSE CHARGE AND THE APPLICABLE          
WITHDRAWAL CHARGE ASSOCIATED WITH SERIES S - L SHARE OPTION MAY EXCEED THE      
CORRESPONDING COMBINED EXPENSES ASSOCIATED WITH SERIES S IN ALL CONTRACT YEARS  
EXCEPT THE FIFTH CONTRACT YEAR. FURTHER, THE COMBINED EXPENSES OF SERIES S - L  
SHARE OPTION MAY EXCEED THE COMBINED EXPENSES ASSOCIATED WITH SERIES S EVEN     
DURING THE FIFTH CONTRACT YEAR, DEPENDING ON YOUR ACTUAL INVESTMENT RETURN. If, 
however, you make subsequent Purchase Payments after your initial Purchase      
Payment, depending on the timing of those payments and your actual investment   
return, there may be Contract Years when the combined expenses of Series S - L  
Share Option are lower than the combined expenses of Series S. You should       
carefully consider which of the two classes is appropriate for you.             

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

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

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GMIB (see "Living Benefits - Guaranteed Income Benefits").                      

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

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

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

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

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

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

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

INQUIRIES. If you need more information, please contact our Annuity Service     
Center at:                                                                      

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MetLife Investors Distribution Company  

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

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

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

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FEE TABLES AND EXAMPLES                                                         

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

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

OWNER TRANSACTION EXPENSES TABLE                                                

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

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

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

Series S - L Share Option 

                                                                [Download Table]

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

Series S

                                                                [Download Table]

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

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

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

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

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


SEPARATE ACCOUNT ANNUAL EXPENSES                                              

(referred to as Separate Account Product Charges)                               

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

                                                                [Download Table]
                                              
SERIES S                                      
----------------------------------------      
Mortality and Expense Charge             0.90%
Administration Charge                    0.25%
                                         ---- 
Total Separate Account Annual Expenses   1.15%
SERIES S - L SHARE OPTION                     
----------------------------------------      
Mortality and Expense Charge             1.60%
Administration Charge                    0.25%
                                         ---- 
Total Separate Account Annual Expenses   1.85%
  (Note 2)                                    

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

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

Note 2. For Series S - L Share Option, the Mortality and Expense Charge is      
1.60% for the first four Contract Years and declines to 0.90% for the fifth     
Contract Year and thereafter. For the fifth Contract Year and thereafter, Total 
Separate Account Annual Expenses are 1.15%.                                     

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ADDITIONAL OPTIONAL RIDER CHARGES (Note 1)                                      

                                                                [Download Table]
                                              
GUARANTEED MINIMUM INCOME BENEFIT (GMIB) RIDER
CHARGES                                       
(as a percentage of the Income Base           
  (Note 2))                                   
  GMIB Max I, GMIB Plus III, and GMIB    1.50%
  Plus II - maximum charge                    
  GMIB Max I, GMIB Plus III, and GMIB    1.00%
  Plus II - current charge                    

  GMIB Plus I - maximum charge           1.50%
  GMIB Plus I - current charge           0.80%

LIFETIME WITHDRAWAL GUARANTEE RIDER CHARGES   
(as a percentage of the Total                 
  Guaranteed Withdrawal Amount (Note 3))      
  Lifetime Withdrawal Guarantee II            
-----------------------------------------     
  Single Life version - maximum charge   1.60%
  Single Life version - current charge   1.25%
  Joint Life version - maximum charge    1.80%
  Joint Life version - current charge    1.50%

  Lifetime Withdrawal Guarantee I             
-----------------------------------------     
  Single Life version - maximum charge   0.95%
  Single Life version - current charge   0.50%
  Joint Life version - maximum charge    1.40%
  Joint Life version - current charge    0.70%

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

Note 1. You may only elect one living benefit rider at a time. The GMIB Max I   
rider is the only living benefit rider that the EDB Max I rider may be elected  
with. The GMIB Plus III rider is the only living benefit rider that the         
Enhanced Death Benefit II rider may be elected with. The GMIB Plus II rider is  
the only living benefit rider that the Enhanced Death Benefit I rider may be    
elected with. Certain rider charges for contracts issued before May 4, 2009 are 
different. Certain charges and expenses may not apply during the Income Phase   
of the contract. (See "Expenses.")                                              

Note 2. On the issue date, the Income Base is equal to your initial Purchase    
Payment. The Income Base is adjusted for subsequent Purchase Payments and       
withdrawals. See "Living Benefits - Guaranteed Income Benefits" for a           
definition of the term Income Base. The GMIB Max I, GMIB Plus III, GMIB Plus II 
and GMIB Plus I rider charges may increase upon an Optional Step-Up or Optional 
Reset, but they will not exceed the maximum charges listed in this table. If,   
at the time your contract was issued, the current rider charge was equal to the 
maximum rider charge, that rider charge will not increase upon an Optional      
Step-Up or Optional Reset. (See "Expenses.")                                    

Note 3. The Total Guaranteed Withdrawal Amount is initially set at an amount    
equal to your initial Purchase Payment. The Total Guaranteed Withdrawal Amount  
may increase with additional Purchase Payments. See "Living Benefits -          
Guaranteed Withdrawal Benefits" for a definition of the term Total Guaranteed   
Withdrawal Amount. The Lifetime Withdrawal Guarantee rider charges may increase 
upon an Automatic Annual Step-Up, but they will not exceed the maximum charges  
listed in this table. If, at the time your contract was issued, the current     
rider charge was equal to the maximum rider charge, that rider charge will not  
increase upon an Automatic Annual Step-Up. (See "Expenses.")                    

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                                                                [Download Table]
                                              
ENHANCED DEATH BENEFIT (EDB) RIDER CHARGES    
  (as a percentage of the Death Benefit       
  Base (Note 4))                              

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

  EDB I - maximum charge                 1.50%
  EDB I (issue age 69 or younger) -      0.75%
  current charge                              
  EDB I (issue age 70-75) - current      0.95%
  charge                                      

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

Note 4. The Death Benefit Base is initially set at an amount equal to your      
initial Purchase Payment. The Death Benefit Base is adjusted for subsequent     
Purchase Payments and withdrawals. For a definition of the term Death Benefit   
Base, see "Death Benefit - Optional Death Benefit - EDB Max I" or "Death        
Benefit - Optional Death Benefit - Enhanced Death Benefit II." The EDB Max I,   
Enhanced Death Benefit II, and Enhanced Death Benefit I rider charges may       
increase upon an Optional Step-Up, but they will not exceed the maximum charges 
listed in this table. If, at the time your contract was issued, the current     
rider charge was equal to the maximum rider charge, that rider charge will not  
increase upon an Optional Step-Up. (See "Expenses.")                            

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

THE NEXT TABLE SHOWS THE MINIMUM AND MAXIMUM TOTAL OPERATING EXPENSES CHARGED   
BY THE INVESTMENT PORTFOLIOS THAT YOU MAY PAY PERIODICALLY DURING THE TIME THAT 
YOU OWN THE CONTRACT. CERTAIN INVESTMENT PORTFOLIOS MAY IMPOSE A REDEMPTION FEE 
IN THE FUTURE. MORE DETAIL CONCERNING EACH INVESTMENT PORTFOLIO'S FEES AND      
EXPENSES IS CONTAINED IN THE PROSPECTUSES FOR THE INVESTMENT PORTFOLIOS AND IN  
THE FOLLOWING TABLES.                                                           

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

Total Annual Portfolio Expenses          0.58%       1.90%  
(expenses that are deducted from                            
  Investment Portfolio assets, including                    
  management fees, 12b-1/service fees,                      
  and other expenses)                                       

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

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

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INVESTMENT PORTFOLIO EXPENSES                                                   

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

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

                                                        [Enlarge/Download Table]

                                                                                                                          NET   
                                                                                  ACQUIRED     TOTAL     CONTRACTUAL     TOTAL  
                                                                                    FUND       ANNUAL      EXPENSE      ANNUAL  
                                          MANAGEMENT   12B-1/SERVICE     OTHER    FEES AND   PORTFOLIO     SUBSIDY     PORTFOLIO
                                             FEES           FEES       EXPENSES   EXPENSES    EXPENSES   OR DEFERRAL   EXPENSES 
                                         ------------ --------------- ---------- ---------- ----------- ------------- ----------
                                                                                                                                
MET INVESTORS SERIES TRUST                                                                                                      
 AllianceBernstein Global Dynamic          0.61%        0.25%          0.03%      0.01%      0.90%       0.02%         0.88%    
  Allocation Portfolio                                                                                                          
 Allianz Global Investors Dynamic          0.68%        0.25%          0.93%      0.00%      1.86%       0.66%         1.20%    
  Multi-Asset Plus Portfolio                                                                                                    
 AQR Global Risk Balanced Portfolio        0.61%        0.25%          0.04%      0.03%      0.93%       0.02%         0.91%    
 BlackRock Global Tactical Strategies      0.66%        0.25%          0.01%      0.14%      1.06%       0.03%         1.03%    
  Portfolio                                                                                                                     
 Invesco Balanced-Risk Allocation          0.64%        0.25%          0.04%      0.03%      0.96%       0.03%         0.93%    
  Portfolio                                                                                                                     
 JPMorgan Global Active Allocation         0.74%        0.25%          0.09%      0.00%      1.08%       0.05%         1.03%    
  Portfolio                                                                                                                     
 MetLife Balanced Plus Portfolio           0.24%        0.25%          0.01%      0.42%      0.92%       0.00%         0.92%    
 MetLife Multi-Index Targeted Risk         0.18%        0.25%          0.11%      0.22%      0.76%          -          0.76%    
  Portfolio                                                                                                                     
 PanAgora Global Diversified Risk          0.65%        0.25%          0.98%      0.02%      1.90%       0.58%         1.32%    
  Portfolio                                                                                                                     
 Pyramis (Reg. TM) Government Income       0.42%        0.25%          0.03%      0.00%      0.70%          -          0.70%    
  Portfolio                                                                                                                     
 Pyramis (Reg. TM) Managed Risk            0.45%        0.25%          0.45%      0.46%      1.61%       0.35%         1.26%    
  Portfolio                                                                                                                     
 Schroders Global Multi-Asset Portfolio    0.65%        0.25%          0.10%      0.05%      1.05%          -          1.05%    
MET INVESTORS SERIES TRUST -                                                                                                    
 ASSET ALLOCATION PORTFOLIOS                                                                                                    
 American Funds (Reg. TM) Moderate         0.06%        0.55%          0.01%      0.40%      1.02%          -          1.02%    
  Allocation Portfolio                                                                                                          
 American Funds (Reg. TM) Balanced         0.06%        0.55%          0.00%      0.42%      1.03%          -          1.03%    
  Allocation Portfolio                                                                                                          
 American Funds (Reg. TM) Growth           0.06%        0.55%          0.01%      0.43%      1.05%          -          1.05%    
  Allocation Portfolio                                                                                                          
 MetLife Asset Allocation 100 Portfolio    0.07%        0.25%          0.01%      0.70%      1.03%          -          1.03%    
 SSgA Growth and Income ETF Portfolio      0.30%        0.25%          0.01%      0.23%      0.79%          -          0.79%    
 SSgA Growth ETF Portfolio                 0.32%        0.25%          0.01%      0.25%      0.83%          -          0.83%    
METROPOLITAN SERIES FUND - ASSET                                                                                                
 ALLOCATION PORTFOLIOS                                                                                                          
 MetLife Asset Allocation 20 Portfolio     0.09%        0.25%          0.02%      0.52%      0.88%       0.01%         0.87%    
 MetLife Asset Allocation 40 Portfolio     0.07%        0.25%          0.01%      0.57%      0.90%          -          0.90%    
 MetLife Asset Allocation 60 Portfolio     0.06%        0.25%          0.00%      0.62%      0.93%          -          0.93%    
 MetLife Asset Allocation 80 Portfolio     0.06%        0.25%          0.01%      0.66%      0.98%          -          0.98%    
METROPOLITAN SERIES FUND                                                                                                        
 Barclays Aggregate Bond Index Portfolio   0.25%        0.30%          0.03%      0.00%      0.58%       0.01%         0.57%    
 BlackRock Money Market Portfolio          0.33%        0.25%          0.02%      0.00%      0.60%       0.02%         0.58%    

The information shown in the table above was provided by the Investment         
Portfolios and we have not independently verified that information. Net Total   
Annual Portfolio Expenses shown in the table reflect any current fee waiver or  
expense reimbursement arrangement that will remain in effect for a period of at 
least one year from the date of the Investment Portfolio's 2014 prospectus.     
"0.00%" in the Contractual Expense Subsidy or Deferral column indicates that    
there is such an arrangement in effect for a Investment Portfolio, but that the 
expenses of the Investment Portfolio are below the level that would trigger the 
waiver or reimbursement. Fee waiver and expense reimbursement arrangements with 
a duration of less                                                              

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than one year, or arrangements that may be terminated without the consent of    
the Investment Portfolio's board of directors or trustees, are not shown.       

Certain Investment Portfolios that have "Acquired Fund Fees and Expenses" are   
"funds of funds." A fund of funds invests substantially all of its assets in    
other underlying funds. Because the Investment Portfolio invests in other       
funds, it will bear its pro rata portion of the operating expenses of those     
underlying funds, including the management fee.                                 

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EXAMPLES                                                                        

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

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

SERIES S - L SHARE OPTION                                                       

CHART 1. Chart 1 assumes you select the GMIB Max I rider (assuming the maximum  
1.50% charge applies in all Contract Years) and the EDB Max I rider (assuming   
the maximum 1.50% charge applies in all Contract Years), which is the most      
expensive way to purchase the contract.                                         

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

                                                                [Download Table]

                           Time Periods                               
                1 year         3 years        5 years       10 years  
             ------------   ------------   ------------   ------------
                                                                      
maximum       (a)$1,422      (a)$2,738      (a)$3,720      (a)$7,743  
minimum       (b)$1,290      (b)$2,362      (b)$3,126      (b)$6,742  

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

                                                                [Download Table]

                          Time Periods                              
               1 year        3 years        5 years       10 years  
             ----------   ------------   ------------   ------------
                                                                    
maximum       (a)$722      (a)$2,198      (a)$3,720      (a)$7,743  
minimum       (b)$590      (b)$1,822      (b)$3,126      (b)$6,742  

CHART 2. Chart 2 assumes that you do not select an optional death benefit, a    
GMIB rider, or a Lifetime Withdrawal Guarantee rider, which is the least        
expensive way to purchase the contract.                                         

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

                                                                [Download Table]

                           Time Periods                               
                1 year         3 years        5 years       10 years  
             ------------   ------------   ------------   ------------
                                                                      
maximum       (a)$1,104      (a)$1,762      (a)$2,056      (a)$4,204  
minimum         (b)$972      (b)$1,374      (b)$1,418      (b)$2,988  

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

                                                                [Download Table]

                          Time Periods                              
               1 year        3 years        5 years       10 years  
             ----------   ------------   ------------   ------------
                                                                    
maximum       (a)$404      (a)$1,222      (a)$2,056      (a)$4,204  
minimum       (b)$272        (b)$834      (b)$1,418      (b)$2,988  

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SERIES S                                                                        

CHART 1. Chart 1 assumes you select the GMIB Max I rider (assuming the maximum  
1.50% charge applies in all Contract Years) and the EDB Max I rider (assuming   
the maximum 1.50% charge applies in all Contract Years), which is the most      
expensive way to purchase the contract.                                         

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

                                                                [Download Table]

                           Time Periods                               
                1 year         3 years        5 years       10 years  
             ------------   ------------   ------------   ------------
                                                                      
maximum       (a)$1,352      (a)$2,540      (a)$3,769      (a)$7,230  
minimum       (b)$1,221      (b)$2,158      (b)$3,158      (b)$6,151  

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

                                                                [Download Table]

                          Time Periods                              
               1 year        3 years        5 years       10 years  
             ----------   ------------   ------------   ------------
                                                                    
maximum       (a)$652      (a)$2,000      (a)$3,409      (a)$7,230  
minimum       (b)$521      (b)$1,618      (b)$2,798      (b)$6,151  

CHART 2. Chart 2 assumes that you do not select an optional death benefit, a    
GMIB rider, or a Lifetime Withdrawal Guarantee rider, which is the least        
expensive way to purchase the contract.                                         

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

                                                                [Download Table]

                           Time Periods                               
                1 year         3 years        5 years       10 years  
             ------------   ------------   ------------   ------------
                                                                      
maximum       (a)$1,034      (a)$1,558      (a)$2,082      (a)$3,579  
minimum         (b)$903      (b)$1,163      (b)$1,425      (b)$2,277  

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

                                                                [Download Table]

                          Time Periods                              
               1 year        3 years        5 years       10 years  
             ----------   ------------   ------------   ------------
                                                                    
maximum       (a)$334      (a)$1,018      (a)$1,722      (a)$3,579  
minimum       (b)$203        (b)$623      (b)$1,065      (b)$2,277  

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

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1. THE ANNUITY CONTRACT                                                         

This prospectus describes the Variable Annuity Contract offered by us.          

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

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

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

If you select a fixed Annuity Payment option during the Income Phase, payments  
are made from our general account assets. Our general account consists of all   
assets owned by us other than those in the Separate Account and our other       
separate accounts. We have sole discretion over the investment of assets in the 
general account.                                                                

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

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

All contract provisions will be interpreted and administered in accordance with 
the requirements of the Internal Revenue Code (the "Code"). Any Code references 
to "spouses" include those persons who are married spouses under state law,     
regardless of sex.                                                              

FREQUENT OR LARGE TRANSFERS                                                     

We have policies and procedures that attempt to detect frequent transfers in    
situations where there is potential for pricing inefficiencies and where,       
therefore, the transfers may adversely affect contract Owners and other persons 
who have interests in the contracts. We employ various means to monitor         
transfer activity, such as periodically examining the frequency and size of an  
Owner's transfers into and out of Investment Portfolios that we believe present 
the potential for pricing inefficiencies. Our policies and procedures may       
result in transfer restrictions being applied to deter frequent transfers.      

Large transfers may increase brokerage and administrative costs of the          
Investment Portfolios and may disrupt portfolio management strategy. We do not  
monitor for large transfers except where a portfolio manager of a particular    
Investment Portfolio has brought large transfer activity to our attention,      
including "block transfers" where transfer requests have been submitted on      
behalf of multiple contract Owners by a third party, such as an investment      
adviser. When we detect such large trades, we may impose restrictions similar   
to those described above.                                                       

Our policies and procedures on frequent or large transfers are discussed in     
more detail in "Investment Options - Transfers - Restrictions on Frequent       
Transfers" and "Investment Options - Transfers - Restrictions on Large          
Transfers." We may revise these policies and procedures in our sole discretion  
at any time without prior notice.                                               

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2. PURCHASE                                                                     

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

We reserve the right to reject any application.                                 

PURCHASE PAYMENTS                                                               

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

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

o    The minimum initial Purchase Payment we will accept is: $5,000 for Series S
    when the contract is purchased as a Non-Qualified Contract; or $10,000 for
Series S - L Share Option when the contract is purchased as a         
Non-Qualified Contract.                                               

o    If you are purchasing the contract as part of an IRA (Individual Retirement
   Annuity) or other qualified plan, the minimum initial Purchase Payment we
will accept is $2,000 for Series S and $10,000 for Series S - L Share 
Option.                                                               

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

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

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

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

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

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

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

o    Certain riders have current and potential restrictions on subsequent       
Purchase Payments that are described in more detail below. For more   
    information, see these subsections below: "Investment Allocation and Other
  Purchase Payment Restrictions for GMIB Max I and EDB Max I," "Investment
   Allocation and Other Purchase Payment Restrictions for GMIB Plus II, GMIB
Plus III, Lifetime Withdrawal Guarantee II, EDB I, and EDB II," and   
 "Investment Allocation and Other Purchase Payment Restrictions for GMIB
Plus I and Lifetime Withdrawal Guarantee I."                          

TERMINATION FOR LOW ACCOUNT VALUE                                               

We may terminate your contract by paying you the Account Value in one sum if,   
prior to the Annuity Date, you do not make Purchase Payments for two            
consecutive Contract Years, the total amount of Purchase Payments made, less    
any partial withdrawals, is less than $2,000 or any lower amount required by    
federal tax laws, and the Account Value on or after the end of such two year    
period is less than $2,000. (A CONTRACT YEAR is defined as a one-year period    
starting on the date the contract is issued and on each contract anniversary    
thereafter.) Accordingly, no contract will be terminated due solely to negative 
investment performance. Federal tax law may impose                              

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additional restrictions on our right to cancel your Traditional IRA, Roth IRA,  
SEP, SIMPLE IRA or other Qualified Contract. We will not terminate the contract 
if it includes a Lifetime Withdrawal Guarantee rider. In addition, we will not  
terminate any contract that includes a Guaranteed Minimum Income Benefit rider  
or a guaranteed death benefit if at the time the termination would otherwise    
occur the Income Base of the Guaranteed Minimum Income Benefit rider, or the    
guaranteed amount under any death benefit, is greater than the Account Value.   
For all other contracts, we reserve the right to exercise this termination      
provision, subject to obtaining any required regulatory approvals.              

ALLOCATION OF PURCHASE PAYMENTS                                                 

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

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

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

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

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

If you choose the GMIB Plus I or Lifetime Withdrawal Guarantee I riders, we     
require you to allocate your Purchase Payments and Account Value as described   
below under "Investment Allocation and Other Purchase Payment Restrictions for  
GMIB Plus I and Lifetime Withdrawal Guarantee I" until the rider terminates.    

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

INVESTMENT ALLOCATION RESTRICTIONS FOR CERTAIN RIDERS                           

INVESTMENT ALLOCATION AND OTHER PURCHASE PAYMENT RESTRICTIONS FOR GMIB MAX I    
AND EDB MAX I                                                                   

If you elect the GMIB Max I rider and/or EDB Max I rider, you may allocate your 
Purchase Payments and Account Value among the following Investment Portfolios:  

(a)    AllianceBernstein Global Dynamic Allocation Portfolio                    

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

(c)    AQR Global Risk Balanced Portfolio                                       

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(d)    BlackRock Global Tactical Strategies Portfolio                           

(e)    Invesco Balanced-Risk Allocation Portfolio                               

(f)    JPMorgan Global Active Allocation Portfolio                              

(g)    MetLife Balanced Plus Portfolio                                          

(h)    MetLife Multi-Index Targeted Risk Portfolio                              

(i)    PanAgora Global Diversified Risk Portfolio                               

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

(k)    Schroders Global Multi-Asset Portfolio                                   

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

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

If you elect the GMIB Max I and/or EDB Max I riders, you may not participate in 
the Dollar Cost Averaging (DCA) program.                                        

RESTRICTIONS ON INVESTMENT ALLOCATIONS AFTER RIDER TERMINATES. If the GMIB Max  
I rider terminates (see "Living Benefits - Guaranteed Income Benefits -         
Terminating the GMIB Max I Rider"), or the EDB Max I rider terminates (see      
"Death Benefits - Enhanced Death Benefits - Terminating the EDB Max I Rider"),  
or if you elected both the GMIB Max I and the EDB Max I riders and they both    
terminate, the investment allocation restrictions described above will no       
longer apply and you will be permitted to allocate subsequent Purchase Payments 
or transfer Account Value to any of the available Investment Portfolios.        
However, if you elected both the GMIB Max I and the EDB Max I riders, and only  
the GMIB Max I rider has terminated, the investment allocation restrictions     
described above under "Investment Allocation and Other Purchase Payment         
Restrictions for GMIB Max I and EDB Max I" will continue to apply.              

RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS - GMIB MAX I AND EDB MAX I. The    
following subsections describe potential and current restrictions on subsequent 
Purchase Payments for the GMIB Max I and EDB Max I riders. As of the date of    
this prospectus, only contracts issued with the GMIB Max I rider or the GMIB    
Max I and EDB Max I riders during the time period specified in the "Current     
Restrictions on Subsequent Purchase Payments" section below are subject to      
restrictions on subsequent Purchase Payments.                                   

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. In the future, we may   
choose not to permit Owners of existing contracts with the GMIB Max I rider to  
make subsequent Purchase Payments if: (a) the GMIB Max I rider is no longer     
available to new customers, or (b) we make certain changes to the terms of the  
GMIB Max I rider offered to new customers (for example, if we change the GMIB   
Max I rider charge; see your contract schedule for a list of the other          
changes). Similarly, in the future, we may choose not to permit Owners of       
existing contracts with the EDB Max I rider to make subsequent Purchase         
Payments if: (a) the EDB Max I rider is no longer available to new customers,   
or (b) we make certain changes to the terms of the EDB Max I rider offered to   
new customers (see your contract schedule for a list of the changes). We will   
notify Owners of contracts with the GMIB Max I and/or EDB Max I riders in       
advance if we impose restrictions on subsequent Purchase Payments. If we impose 
restrictions on subsequent Purchase Payments, contract Owners will still be     
permitted to transfer Account Value among the Investment Portfolios listed      
above under "Investment Allocation and Other Purchase Payment Restrictions for  
GMIB Max I and EDB Max I."                                                      

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS                            

o    If we received your application and necessary information, in Good Order,  
at our MetLife Annuity Service Center before the close of the New York
            ------
     Stock Exchange on September 23, 2011, and you elected the GMIB Max I and/or
    EDB Max I riders, we will not accept subsequent Purchase Payments from you
after the close of the New York Stock Exchange on August              

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 9, 2013. However, we will accept a subsequent Purchase Payment received
 after August 9, 2013 if the Purchase Payment was initiated by paperwork
 for a direct transfer or an exchange under Section 1035 of the Internal
Revenue Code that we accepted, and which was received by our MetLife  
Annuity Service Center in Good Order, before the close of the New York
Stock Exchange on August 9, 2013.                                     

o    If we received your application and necessary information, in Good Order,  
     at our MetLife Annuity Service Center after the close of the New York Stock
           -----
  Exchange on September 23, 2011 and on or before October 7, 2011, and you
elected the GMIB Max I and/or EDB Max I riders, we will not accept    
subsequent Purchase Payments from you after the close of the New York 
   Stock Exchange on February 24, 2012. However, we will accept a subsequent
   Purchase Payment received after February 24, 2012 if the Purchase Payment
was initiated by paperwork for a direct transfer or an exchange under 
   Section 1035 of the Internal Revenue Code that we accepted, and which was
  received by our MetLife Annuity Service Center in Good Order, before the
close of the New York Stock Exchange on February 24, 2012.            

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

INVESTMENT ALLOCATION AND OTHER PURCHASE PAYMENT RESTRICTIONS FOR GMIB PLUS II, 
GMIB PLUS III, LIFETIME WITHDRAWAL GUARANTEE II, EDB I, AND EDB II              

If you elect the GMIB Plus II, GMIB Plus III, Lifetime Withdrawal Guarantee II, 
Enhanced Death Benefit I, or Enhanced Death Benefit II, you must allocate 100%  
of your Purchase Payments or Account Value among:                               

o  AllianceBernstein Global Dynamic Allocation Portfolio                        

o  Allianz Global Investors Dynamic Multi-Asset Plus Portfolio                  

o  American Funds (Reg. TM) Balanced Allocation Portfolio                       

o  American Funds (Reg. TM) Moderate Allocation Portfolio                       

o  AQR Global Risk Balanced Portfolio                                           

o  BlackRock Global Tactical Strategies Portfolio                               

o  BlackRock Money Market Portfolio                                             

o  Invesco Balanced-Risk Allocation Portfolio                                   

o  JPMorgan Global Active Allocation Portfolio                                  

o  MetLife Asset Allocation 20 Portfolio                                        

o  MetLife Asset Allocation 40 Portfolio                                        

o  MetLife Asset Allocation 60 Portfolio                                        

o  MetLife Balanced Plus Portfolio                                              

o  MetLife Multi-Index Targeted Risk Portfolio                                  

o  PanAgora Global Diversified Risk Portfolio                                   

o  Pyramis (Reg. TM) Managed Risk Portfolio                                     

o  Schroders Global Multi-Asset Portfolio                                       

o  SSgA Growth and Income ETF Portfolio                                         

For contracts issued based on applications received before the close of the New 
York Stock Exchange on May 1, 2009, the following Investment Portfolios are     
also available under the GMIB Plus II, the Lifetime Withdrawal Guarantee II,    
and the Enhanced Death Benefit I: the MetLife Growth Strategy Portfolio and the 
American Funds (Reg. TM) Growth Allocation Portfolio.                           

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RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS - GMIB PLUS II, GMIB PLUS III,     
LIFETIME WITHDRAWAL GUARANTEE II, EDB I, AND EDB II                             

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

We will permit you to make a subsequent Purchase Payment when either of the     
following conditions apply to your contract: (a) your Account Value is below    
the minimum described in the "Purchase - Termination for Low Account Value"     
section; or (b) the rider charge is greater than your Account Value.            

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

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

INVESTMENT ALLOCATION AND OTHER PURCHASE PAYMENT RESTRICTIONS FOR GMIB PLUS I   
AND LIFETIME WITHDRAWAL GUARANTEE I                                             

If you elect the GMIB Plus I or the Lifetime Withdrawal Guarantee I, you must   
allocate 100% of your Purchase Payments or Account Value among:                 

o  AllianceBernstein Global Dynamic Allocation Portfolio                        

o  Allianz Global Investors Dynamic Multi-Asset Plus Portfolio                  

o  American Funds (Reg. TM) Balanced Allocation Portfolio                       

o  American Funds (Reg. TM) Growth Allocation Portfolio                         

o  American Funds (Reg. TM) Moderate Allocation Portfolio                       

o  AQR Global Risk Balanced Portfolio                                           

o  Barclays Aggregate Bond Index Portfolio                                      

o  BlackRock Global Tactical Strategies Portfolio                               

o  BlackRock Money Market Portfolio                                             

o  Invesco Balanced-Risk Allocation Portfolio                                   

o  JPMorgan Global Active Allocation Portfolio                                  

o  MetLife Asset Allocation 20 Portfolio                                        

o  MetLife Asset Allocation 40 Portfolio                                        

o  MetLife Asset Allocation 60 Portfolio                                        

o  MetLife Asset Allocation 80 Portfolio                                        

o  MetLife Balanced Plus Portfolio                                              

o  MetLife Multi-Index Targeted Risk Portfolio                                  

o  PanAgora Global Diversified Risk Portfolio                                   

o  Pyramis (Reg. TM) Government Income Portfolio                                

o  Pyramis (Reg. TM) Managed Risk Portfolio                                     

o  Schroders Global Multi-Asset Portfolio                                       

o  SSgA Growth and Income ETF Portfolio                                         

o  SSgA Growth ETF Portfolio                                                    

RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS FOR GMIB PLUS I AND LIFETIME       
WITHDRAWAL GUARANTEE I                                                          

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

We will permit you to make a subsequent Purchase Payment when either of the     
following conditions apply to your contract: (a) your Account Value is below    
the                                                                             

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

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

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

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

FREE LOOK                                                                       

If you change your mind about owning this contract, you can cancel it within 10 
days after receiving it (or the period required in your state). We ask that you 
submit your request to cancel in writing, signed by you, to our Annuity Service 
Center. When you cancel the contract within this "free look" period, we will    
not assess a withdrawal charge. Unless otherwise required by state law, you     
will receive back whatever your contract is worth on the day we receive your    
request. This may be more or less than your Purchase Payment depending upon the 
performance of the Investment Portfolios you allocated your Purchase Payment to 
during the free look period. This means that you bear the risk of any decline   
in the value of your contract during the free look period. We do not refund any 
charges or deductions assessed during the free look period. In certain states,  
we are required to give you back your Purchase Payment if you decide to cancel  
your contract during the free look period.                                      

ACCUMULATION UNITS                                                              

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

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

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

2)   multiplying it by one minus the Separate Account product charges for each  
day since the last Business Day and any charges for taxes.            

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

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

Purchase Payments and transfer requests are credited to a contract on the basis 
of the Accumulation Unit value next determined after receipt of a Purchase      
Payment or transfer request. Purchase Payments or transfer requests received    
before the close of the New York Stock Exchange will be credited to your        
------                                                                          
contract that day, after the New York Stock Exchange closes. Purchase Payments  
or transfer requests received after the close of the New York Stock Exchange,   
-----               
or on a day when the New York Stock Exchange is not open, will be treated as    
received on the next day the New York Stock Exchange is open (the next Business 
Day).                                                                           

EXAMPLE:                                                                        

On Monday we receive an additional Purchase Payment of $5,000 from you    
before 4:00 p.m. Eastern Time. You have told us you want this to go to the
MetLife Asset Allocation 60 Portfolio. When the New York Stock            

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Exchange closes on that Monday, we determine that the value of an         
Accumulation Unit for the MetLife Asset Allocation 60 Portfolio is $12.50.
We then divide $5,000 by $12.50 and credit your contract on Monday night  
with 400 Accumulation Units for the MetLife Asset Allocation 60 Portfolio.

ACCOUNT VALUE                                                                   

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

REPLACEMENT OF CONTRACTS                                                        

EXCHANGE PROGRAMS. From time to time we may offer programs under which certain  
fixed or variable annuity contracts previously issued by us or one of our       
affiliates may be exchanged for the contracts offered by this prospectus. You   
should carefully consider whether an exchange is appropriate for you by         
comparing the death benefits, living benefits, and other guarantees provided by 
the contract you currently own to the benefits and guarantees that would be     
provided by the new contract offered by this prospectus. Then, you should       
compare the fees and charges (for example, the death benefit charges, the       
living benefit charges, and the mortality and expense charge) of your current   
contract to the fees and charges of the new contract, which may be higher than  
your current contract. The programs we offer will be made available on terms    
and conditions determined by us, and any such programs will comply with         
applicable law. We believe the exchanges will be tax free for federal income    
tax purposes; however, you should consult your tax adviser before making any    
such exchange.                                                                  

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

3. INVESTMENT OPTIONS                                                           

The contract offers 24 INVESTMENT PORTFOLIOS, which are listed below.           
Additional Investment Portfolios may be available in the future.                

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

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

Shares of the Investment Portfolios may be offered to insurance company         
Separate Accounts of both variable annuity and variable life insurance          
contracts and to qualified plans. Due to differences in tax treatment and other 
considerations, the interests of various Owners participating in, and the       
interests of qualified plans investing in the Investment Portfolios may         
conflict. The Investment Portfolios will monitor events in order to             

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identify the existence of any material irreconcilable conflicts and determine   
what action, if any, should be taken in response to any such conflict.          

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

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

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

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

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

WE DO NOT PROVIDE ANY INVESTMENT ADVICE AND DO NOT RECOMMEND OR ENDORSE ANY     
PARTICULAR INVESTMENT PORTFOLIO. YOU BEAR THE RISK OF ANY                       

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DECLINE IN THE ACCOUNT VALUE OF YOUR CONTRACT RESULTING FROM THE PERFORMANCE OF 
THE INVESTMENT PORTFOLIOS YOU HAVE CHOSEN.                                      

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

MET INVESTORS SERIES TRUST - GMIB MAX AND EDB MAX PORTFOLIOS (CLASS B)          

Met Investors Series Trust is a mutual fund with multiple portfolios. MetLife   
Advisers, LLC (MetLife Advisers), an affiliate of MetLife Investors USA, is the 
investment manager of Met Investors Series Trust. MetLife Advisers has engaged  
subadvisers to provide investment advice for the individual Investment          
Portfolios. (See Appendix B for the names of the subadvisers.) The following    
Class B portfolios are available under the contract. If you elect the GMIB Max  
I rider and/or the EDB Max I rider, you must allocate your Purchase Payments    
and Account Value among these Investment Portfolios and the Investment          
Portfolio listed below under "Metropolitan Series Fund - GMIB Max and EDB Max   
Portfolio." (See "Purchase - Investment Allocation Restrictions for Certain     
Riders.") These Investment Portfolios are also available for investment if you  
do not elect the GMIB Max I rider and/or the EDB Max I rider.                   

AllianceBernstein Global Dynamic Allocation Portfolio                 

Allianz Global Investors Dynamic Multi-Asset Plus Portfolio           

AQR Global Risk Balanced Portfolio                                    
BlackRock Global Tactical Strategies Portfolio                        
Invesco Balanced-Risk Allocation Portfolio                            
JPMorgan Global Active Allocation Portfolio                           
MetLife Balanced Plus Portfolio                                       
MetLife Multi-Index Targeted Risk Portfolio                           

PanAgora Global Diversified Risk Portfolio                            

Pyramis (Reg. TM) Government Income Portfolio                         
Pyramis (Reg. TM) Managed Risk Portfolio                              
Schroders Global Multi-Asset Portfolio                                

METROPOLITAN SERIES FUND - GMIB MAX AND EDB MAX PORTFOLIO (CLASS G)             

Metropolitan Series Fund is a mutual fund with multiple portfolios. MetLife     
Advisers, an affiliate of MetLife Investors USA, is the investment adviser to   
the portfolios. MetLife Advisers has engaged subadvisers to provide investment  
advice for the individual Investment Portfolios. (See Appendix B for the names  
of the subadvisers.) The following Class G portfolio is available under the     
contract. If you elect the GMIB Max I rider and/or the EDB Max I rider, you     
must allocate your Purchase Payments and Account Value among this Investment    
Portfolio and the Investment Portfolios listed above under "Met Investors       
Series Trust - GMIB Max and EDB Max Portfolios." (See "Purchase - Investment    
Allocation Restrictions for Certain Riders.") This Investment Portfolio is also 
available for investment if you do not elect the GMIB Max I rider and/or the    
EDB Max I rider.                                                                

Barclays Aggregate Bond Index Portfolio                               

MET INVESTORS SERIES TRUST - ASSET ALLOCATION PORTFOLIOS                        

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

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

MetLife Asset Allocation 100 Portfolio (Class B)                      
(formerly MetLife Aggressive Strategy Portfolio)              
SSgA Growth and Income ETF Portfolio (Class B)                        
SSgA Growth ETF Portfolio (Class B)                                   

METROPOLITAN SERIES FUND - ASSET ALLOCATION PORTFOLIOS (CLASS B)                

In addition to the portfolio listed above under Metropolitan Series Fund, the   
following Class B portfolios are available under the contract:                  

MetLife Asset Allocation 20 Portfolio                                 
MetLife Asset Allocation 40 Portfolio                                 
MetLife Asset Allocation 60 Portfolio                                 
MetLife Asset Allocation 80 Portfolio                                 

METROPOLITAN SERIES FUND (CLASS B)                                              

In addition to the portfolios listed above under Metropolitan Series Fund, the  
following Class B portfolio is available under the contract:                    

BlackRock Money Market Portfolio                                      

INVESTMENT PORTFOLIOS THAT ARE FUNDS-OF-FUNDS                                   

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

American Funds (Reg. TM) Balanced Allocation Portfolio                
American Funds (Reg. TM) Growth Allocation Portfolio                  
American Funds (Reg. TM) Moderate Allocation Portfolio                
BlackRock Global Tactical Strategies Portfolio                        

MetLife Asset Allocation 20 Portfolio                                 

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MetLife Asset Allocation 40 Portfolio                                 
MetLife Asset Allocation 60 Portfolio                                 
MetLife Asset Allocation 80 Portfolio                                 
MetLife Asset Allocation 100 Portfolio                                
MetLife Balanced Plus Portfolio                                       

MetLife Multi-Index Targeted Risk Portfolio                           
Pyramis (Reg. TM) Managed Risk Portfolio                              
SSgA Growth and Income ETF Portfolio                                  
SSgA Growth ETF Portfolio                                             

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

TRANSFERS                                                                       

GENERAL. You can transfer a portion of your Account Value among the Investment  
Portfolios. The contract provides that you can make a maximum of 12 transfers   
every year and that each transfer is made without charge. We measure a year     
from the anniversary of the day we issued your contract. We currently allow     
unlimited transfers but reserve the right to limit this in the future. We may   
also limit transfers in circumstances of frequent or large transfers or other   
transfers we determine are or would be to the disadvantage of other contract    
Owners. (See "Restrictions on Frequent Transfers" and "Restrictions on Large    
Transfers" below.) We are not currently charging a transfer fee, but we reserve 
the right to charge such a fee in the future. If such a charge were to be       
imposed, it would be $25 for each transfer over 12 in a year. The transfer fee  
will be deducted from the Investment Portfolio from which the transfer is made. 
However, if the entire interest in an account is being transferred, the         
transfer fee will be deducted from the amount which is transferred.             

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

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

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

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

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

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

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

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for the new Investment Portfolio only after we receive the proceeds from the    
source Investment Portfolio, or we otherwise receive cash on behalf of the      
source Investment Portfolio.                                                    

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

TRANSFERS BY TELEPHONE OR OTHER MEANS. You may elect to make transfers by       
telephone, Internet or other means acceptable to us. To elect this option, you  
must first provide us with a notice or agreement in a form that we may require. 
If you own the contract with a Joint Owner, unless we are instructed otherwise, 
we will accept instructions from either you or the other Owner. (See "Other     
Information - Requests and Elections.")                                         

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

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

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

We have policies and procedures that attempt to detect and deter frequent       
transfers in situations where we determine there is a potential for arbitrage   
trading. WE DO NOT BELIEVE THAT THE INVESTMENT PORTFOLIOS THAT ARE AVAILABLE    
UNDER THIS CONTRACT PRESENT A SIGNIFICANT OPPORTUNITY TO ENGAGE IN ARBITRAGE    
TRADING, AND THEREFORE WE CURRENTLY DO NOT MONITOR TRANSFER ACTIVITY IN THE     
INVESTMENT PORTFOLIOS. However, if we determine in our sole discretion there is 
potential for arbitrage trading in any Investment Portfolios available under    
this contract, we may commence monitoring such Investment Portfolios (the       
"Monitored Portfolios"). We would 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.                          

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

The detection and deterrence of harmful transfer activity involves judgments    
that are inherently subjective, such as the decision to monitor only those      
Investment Portfolios that we believe are susceptible to arbitrage trading or   
the determination of the transfer limits. Our ability to detect and/or restrict 
such transfer activity may be limited by operational and technological systems, 
as well as our ability to predict strategies employed by Owners to avoid such   
detection. Our ability to restrict such transfer activity also may be limited   
by provisions of the contract. Accordingly, there is no assurance that we will  
prevent all transfer activity that may adversely affect Owners and other        
persons with interests in the contracts. We do not accommodate frequent         
transfers in any Investment                                                     

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Portfolio and there are no arrangements in place to permit any contract Owner   
to engage in frequent transfers; we apply our policies and procedures without   
exception, waiver, or special arrangement.                                      

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

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

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

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

DOLLAR COST AVERAGING PROGRAM (DCA)                                             

We offer a Dollar Cost Averaging (DCA) program as described below. By           
allocating amounts on a regular schedule as opposed to allocating the total     
amount at one particular time, you may be less susceptible to the impact of     
market fluctuations. The dollar cost averaging program is available only during 
the Accumulation Phase.                                                         

We reserve the right to modify, terminate or suspend the dollar cost averaging  
program. There is no additional charge for participating in the dollar cost     
averaging program. If you participate in the dollar cost averaging program, the 
transfers made under the program are not                                        

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taken into account in determining any transfer fee. We may, from time to time,  
offer other dollar cost averaging programs which have terms different from      
those described in this prospectus. We will terminate your participation in a   
dollar cost averaging program when we receive notification of your death.       

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

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

AUTOMATIC REBALANCING PROGRAM                                                   

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

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

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

The Automatic Rebalancing Program is available only during the Accumulation     
Phase. There is no additional charge for participating in the Automatic         
Rebalancing Program. If you participate in the Automatic Rebalancing Program,   
the transfers made under the program are not taken into account in determining  
any transfer fee. We will terminate your participation in the Automatic         
Rebalancing Program when we receive notification of your death.                 

EXAMPLE:                                                                        

Assume that you want your initial Purchase Payment split between two      
Investment Portfolios. You want 50% to be in the MetLife Asset Allocation 
40 Portfolio and 50% to be in the MetLife Asset Allocation 60 Portfolio.  
Over the next 2 1/2 months the MetLife Asset Allocation 60 Portfolio      
outperforms the MetLife Asset Allocation 40 Portfolio. At the end of the  
first quarter, the MetLife MetLife Asset Allocation 60 Portfolio now      
represents 60% of your holdings because of its increase in value. If you  
 have chosen to have your holdings rebalanced quarterly, on the first day of
the next quarter, we will sell some of your units in the MetLife Asset    
 Allocation 60 Portfolio to bring its value back to 50% and use the money to
buy more units in the MetLife Asset Allocation 40 Portfolio to increase   
those holdings to 50%.                                                    

VOTING RIGHTS                                                                   

We are the legal owner of the Investment Portfolio shares. However, we believe  
that when an Investment Portfolio solicits proxies in conjunction with a vote   
of shareholders, we are required to obtain from you and other affected Owners   
instructions as to how to vote those shares. When we receive those              
instructions, we will vote all of the shares we own in proportion to those      
instructions. This will also include any shares that we own on our own behalf.  
The effect of this proportional voting is that a small number of contract       
Owners may control the outcome of a vote. Should we determine that we are no    
longer required to comply with the above, we will vote the shares in our own    
right.                                                                          

SUBSTITUTION OF INVESTMENT OPTIONS                                              

If investment in the Investment Portfolios or a particular Investment Portfolio 
is no longer possible, in our judgment becomes inappropriate for purposes of    
the contract, or for any other reason in our sole discretion, we may substitute 

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another Investment Portfolio or Investment Portfolios without your consent. The 
substituted Investment Portfolio may have different fees and expenses.          
Substitution may be made with respect to existing investments or the investment 
of future Purchase Payments, or both. However, we will not make such            
substitution without any necessary approval of the Securities and Exchange      
Commission and applicable state insurance departments. Furthermore, we may      
close Investment Portfolios to allocation of Purchase Payments or Account       
Value, or both, at any time in our sole discretion.                             

4. EXPENSES                                                                     

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

PRODUCT CHARGES                                                                 

SEPARATE ACCOUNT PRODUCT CHARGES. Each day, we make a deduction for our         
Separate Account product charges (which consist of the mortality and expense    
charge and the administration charge). We do this as part of our calculation of 
the value of the Accumulation Units and the Annuity Units (I.E., during the     
Accumulation Phase and the Income Phase).                                       

MORTALITY AND EXPENSE CHARGE. For Series S, we assess a daily mortality and     
expense charge that is equal, on an annual basis, to 0.90% of the average daily 
net asset value of each Investment Portfolio. For Series S - L Share Option, we 
assess a daily mortality and expense charge that is equal, on an annual basis,  
to 1.60% of the average daily net asset value of each Investment Portfolio for  
the first four Contract Years. For the fifth Contract Year and thereafter, this 
charge declines to 0.90%. During the Income Phase this charge is 0.90% for both 
Series S and Series S - L Share Option.                                         

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

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

ACCOUNT FEE                                                                     

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

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

DEATH BENEFIT RIDER CHARGE                                                      

Please check with your registered representative regarding the availability of  
the optional Enhanced Death Benefit in your state.                              

If you select the EDB Max I or Enhanced Death Benefit II, and you are age 69 or 
younger at issue, we will assess a charge during the Accumulation Phase equal   
to 0.60% of the Death Benefit Base. If you are age 70-75 at issue, we will      
assess a charge during the Accumulation Phase equal                             

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to 1.15% of the Death Benefit Base (see "Death Benefit - Optional Death Benefit 
- EDB Max I" and "Death Benefit - Optional Death Benefit - Enhanced Death       
Benefit II" for a discussion of how the Death Benefit Base is determined).      

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

If you: make a full withdrawal (surrender); begin to receive Annuity Payments   
at the Annuity Date; change the Owner or Joint Owner (or the Annuitant, if a    
non-natural person owns the contract); or assign the contract, a pro rata       
portion of the Enhanced Death Benefit charge will be assessed based on the      
number of months from the last contract anniversary to the date of the          
withdrawal, the beginning of Annuity Payments, the change of Owner/             

Annuitant, or the assignment. If an Enhanced Death Benefit rider is terminated  
because the contract is terminated; because the death benefit amount is         
determined; or because there are insufficient funds to deduct the rider charge  
from the Account Value, no Enhanced Death Benefit charge will be assessed based 
on the number of months from the last contract anniversary to the date the      
termination takes effect.                                                       

The Enhanced Death Benefit charge is deducted from your Account Value pro rata  
from each Investment Portfolio. We take amounts from the investment options     
that are part of the Separate Account by canceling Accumulation Units from the  
Separate Account.                                                               

For contracts issued from May 4, 2009 through July 16, 2010, the percentage     
charge for the Enhanced Death Benefit I is 0.75% of the Death Benefit Base if   
you were age 69 or younger at issue and 0.95% of the Death Benefit Base if you  
were age 70-75 at issue.                                                        

For contracts issued from February 24, 2009 through May 1, 2009, the percentage 
charge for the Enhanced Death Benefit I is 0.65% of the Death Benefit Base if   
you were age 69 or younger at issue and 0.90% of the Death Benefit Base if you  
were age 70-75 at issue.                                                        

For contracts issued on or before February 23, 2009, the percentage charge for  
the Enhanced Death Benefit I is 0.65% of the Death Benefit Base if you were age 
69 or younger at issue and 0.85% of the Death Benefit Base if you were age      
70-75 at issue.                                                                 

For contracts issued on or before May 1, 2009, if you elected both the Enhanced 
Death Benefit I rider and the GMIB Plus II rider (described below), the         
percentage charge for the Enhanced Death Benefit is reduced by 0.05%.           

GUARANTEED MINIMUM INCOME                                                       

BENEFIT - RIDER CHARGE                                                          

We offer a Guaranteed Minimum Income Benefit (GMIB) that you can select when    
you purchase the contract. There are four different versions of the GMIB under  
this contract: GMIB Max I, GMIB Plus III, GMIB Plus II, and GMIB Plus I.        

If you select a GMIB rider, we assess a charge during the Accumulation Phase    
equal to a percentage of the Income Base at the time the rider charge is        
assessed. (See "Living Benefits - Guaranteed Income Benefits" for a             
description of how the Income Base is determined.) The percentage charges for   
each version of the GMIB rider are listed below.                                

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

If you: make a full withdrawal (surrender); begin to receive Annuity Payments   
at the Annuity Date; change the Owner or Joint Owner (or the Annuitant, if a    
non-natural person owns the contract); or assign the contract, a pro rata       
portion of the GMIB rider charge will be assessed based on the number of months 
from the last contract anniversary to the date of the withdrawal, the beginning 
of Annuity Payments, the change of Owner/Annuitant, or the assignment.          

If a GMIB rider is terminated for the following reasons, no GMIB rider charge   
will be assessed based on the number of months from the last contract           
anniversary to the date the termination takes effect:                           

o  the death of the Owner or Joint Owner (or the Annuitant, if a non-natural    
person owns the contract);                                                

o  because it is the 30th day following the contract anniversary prior to the   
Owner's 86th birthday (for                                                

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 GMIB Plus I) or 91st birthday (for GMIB Plus II, GMIB Plus III, or GMIB
Max I); or                                                            

o  the Guaranteed Principal Option is exercised.                                

The GMIB rider charge is deducted from your Account Value pro rata from each    
Investment Portfolio. We take amounts from the investment options that are part 
of the Separate Account by canceling Accumulation Units from the Separate       
Account.                                                                        

The GMIB rider charge is assessed on the Income Base prior to any Optional      
Step-Up (for GMIB Max I, GMIB Plus III, and GMIB Plus II) or Optional Reset     
(for GMIB Plus I). (See "Living Benefits - Guaranteed Income Benefits" for      
information on Optional Step-Ups and Optional Resets.)                          

We reserve the right to increase the rider charge upon an Optional Step-Up or   
Optional Reset, up to a rate that does not exceed the lower of: (a) 1.50% of    
the Income Base (the Maximum Optional Step-Up or Optional Reset Charge), or (b) 
the current rate that we would charge for the same rider available for new      
contract purchases at the time of the Optional Step-Up or Optional Reset. The   
increased rider charge will apply after the contract anniversary on which the   
Optional Step-Up or Optional Reset occurs. (See below for certain versions of   
the GMIB Plus II and GMIB Plus I riders for which we are currently increasing   
the rider charge upon an Optional Step-Up or Optional Reset on a contract       
anniversary occurring on July 1, 2012 or later.)                                

If you selected the GMIB Max I or GMIB Plus III rider, the rider charge is      
1.00% of the Income Base.                                                       

If you selected the GMIB Plus II rider with a contract issued on or before      
February 23, 2009, the rider charge is 0.80% of the Income Base. If you         
selected the GMIB Plus II rider with a contract issued on or after February 24, 
2009, the rider charge is 1.00% of the Income Base. For contracts issued with   
the version of the GMIB Plus II rider with an annual increase rate of 6%, if    
your Income Base is increased due to an Optional Step-Up on a contract          
anniversary occurring on July 1, 2012 or later, we currently will increase the  
rider charge to 1.20% of the Income Base, applicable after the contract         
anniversary on which the Optional Step-Up occurs.                               

If you selected the GMIB Plus I, the rider charge is 0.80% of the Income Base.  
If your Income Base is increased due to an Optional Reset on a contract         
anniversary occurring on July 1, 2012 or later, we currently will increase the  
rider charge to 1.20% of the Income Base, applicable after the contract         
anniversary on which the Optional Reset occurs.                                 

LIFETIME WITHDRAWAL GUARANTEE - RIDER CHARGE                                    

We offer an optional Guaranteed Withdrawal Benefit (GWB) called the Lifetime    
Withdrawal Guarantee that you can select when you purchase the contract. There  
are two versions of the optional Lifetime Withdrawal Guarantee rider: the       
Lifetime Withdrawal Guarantee II rider and the Lifetime Withdrawal Guarantee I  
rider (collectively referred to as the Lifetime Withdrawal Guarantee riders).   

If you elect one of the Lifetime Withdrawal Guarantee riders, a charge is       
deducted from your Account Value during the Accumulation Phase on each contract 
anniversary. The percentage charges for each version of the Lifetime Withdrawal 
Guarantee are listed below.                                                     

The charge for the Lifetime Withdrawal Guarantee riders is a percentage of the  
Total Guaranteed Withdrawal Amount (see "Living Benefits - Guaranteed           
Withdrawal Benefits - Description of the Lifetime Withdrawal Guarantee II" and  
"Description of the Lifetime Withdrawal Guarantee I") on the contract           
anniversary, prior to taking into account any Automatic Annual Step-Up          
occurring on such contract anniversary. For the versions of the Lifetime        
Withdrawal Guarantee riders with Compounding Income Amounts, the charge is      
calculated after applying the Compounding Income Amount. (See ""Living Benefits 
- Guaranteed Withdrawal Benefits - Description of the Lifetime Withdrawal       
Guarantee II" and "Description of the Lifetime Withdrawal Guarantee I" for      
information on Automatic Annual Step-Ups and Compounding Income Amounts.)       

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

If a Lifetime Withdrawal Guarantee rider is terminated because of the death of  
the Owner, Joint Owner or Annuitants (if the Owner is a non-natural person), or 
if a Lifetime Withdrawal Guarantee rider is cancelled pursuant                  

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to the cancellation provisions of the rider, no rider charge will be assessed   
based on the period from the most recent contract anniversary to the date the   
termination takes effect.                                                       

The Lifetime Withdrawal Guarantee rider charges are deducted from your Account  
Value pro rata from each Investment Portfolio. We take amounts from the         
investment options that are part of the Separate Account by canceling           
Accumulation Units from the Separate Account.                                   

LIFETIME WITHDRAWAL GUARANTEE RIDERS - AUTOMATIC ANNUAL STEP-UP. We reserve     
the right to increase the Lifetime Withdrawal Guarantee rider charge upon an    
Automatic Annual Step-Up. The increased rider charge will apply after the       
contract anniversary on which the Automatic Annual Step-Up occurs.              

If an Automatic Annual Step-Up occurs under the Lifetime Withdrawal Guarantee   
II or Lifetime Withdrawal Guarantee I rider, we may reset the rider charge      
applicable beginning after the contract anniversary on which the Automatic      
Annual Step-Up occurs to a rate that does not exceed the lower of: (a) the      
Maximum Automatic Annual Step-Up Charge or (b) the current rate that we would   
charge for the same rider available for new contract purchases at the time of   
the Automatic Annual Step-Up.                                                   

o  For contracts issued with the Lifetime Withdrawal Guarantee II rider on or   
after February 24, 2009, the Maximum Automatic Annual Step-Up Charge is   
1.60% for the Single Life version and 1.80% for the Joint Life version.   

o  For contracts issued with the Lifetime Withdrawal Guarantee II rider on or   
before February 23, 2009, the Maximum Automatic Annual Step-Up Charge is  
1.25% for the Single Life version and 1.50% for the Joint Life version.   

o  For contracts issued with the Lifetime Withdrawal Guarantee I rider, the     
Maximum Automatic Annual Step-Up Charge is 0.95% for the Single Life      
version and 1.40% for the Joint Life version.                             

(See below for certain versions of the Lifetime Withdrawal Guarantee riders for 
which we are currently increasing the rider charge upon an Automatic Annual     
Step-Up on a contract anniversary occurring on July 1, 2012 or later.)          

LIFETIME WITHDRAWAL GUARANTEE RIDERS - RIDER CHARGES. For contracts issued      
with the Lifetime Withdrawal Guarantee II on or after February 24, 2009, the    
rider charge is 1.25% (Single Life version) or 1.50% (Joint Life version) of    
the Total Guaranteed Withdrawal Amount.                                         

For contracts issued with the Lifetime Withdrawal Guarantee II on or before     
February 23, 2009, the rider charge is 0.65% (Single Life version) or 0.85%     
(Joint Life version) of the Total Guaranteed Withdrawal Amount. If your Total   
Guaranteed Withdrawal Amount is increased due to an Automatic Annual Step-Up on 
a contract anniversary occurring on July 1, 2012 or later, we currently will    
increase the rider charge for the Single Life version to 0.95% of the Total     
Guaranteed Withdrawal Amount, and we will increase the rider charge for the     
Joint Life version to 1.20% of the Total Guaranteed Withdrawal Amount,          
applicable after the contract anniversary on which the Automatic Annual Step-Up 
occurs.                                                                         

The rider charge for the Lifetime Withdrawal Guarantee I is 0.50% (Single Life  
version) or 0.70% (Joint Life version) of the Total Guaranteed Withdrawal       
Amount. If your Total Guaranteed Withdrawal Amount is increased due to an       
Automatic Annual Step-Up on a contract anniversary occurring on July 1, 2012 or 
later, we currently will increase the rider charge for the Single Life version  
to 0.80% of the Total Guaranteed Withdrawal Amount, and we will increase the    
rider charge for the Joint Life version to 1.05% of the Total Guaranteed        
Withdrawal Amount, applicable after the contract anniversary on which the       
Automatic Annual Step-Up occurs.                                                

WITHDRAWAL CHARGE                                                               

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

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

2.   The free withdrawal amount described below (deducted from Purchase         
Payments not previously withdrawn, in the order such Purchase Payments
were                                                                  

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 made, with the oldest Purchase Payment first, as described below); then

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

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

SERIES S - L SHARE OPTION                                                       

                                                                [Download Table]

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

SERIES S                                                                        

                                                                [Download Table]

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

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

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

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

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

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

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE                               

GENERAL. We may elect to reduce or eliminate the amount of the withdrawal       
charge when the contract is sold under circumstances which reduce our sales     
expenses. Some examples are: if there is a large group of individuals that will 
be purchasing the contract, or if a prospective purchaser already had a         
relationship with us.                                                           

NURSING HOME OR HOSPITAL CONFINEMENT RIDER. We will not impose a withdrawal     
charge if, after you have owned the contract for one year, you or your Joint    
Owner becomes confined to a nursing home and/or hospital for at least 90        
consecutive days or confined for a total of at least 90 days if there is no     
more than a 6-month break in confinement and the confinements are for related   
causes. The confinement must begin after the first contract anniversary and you 
must have been the Owner continuously since the contract was issued (or have    
become the Owner as the spousal Beneficiary who continues the contract). The    
confinement must be prescribed by a physician and be medically necessary. You   
must exercise this right no later than 90 days after you or your Joint Owner    
exits the nursing home or hospital. This waiver terminates on the Annuity Date. 
We will not accept                                                              

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additional payments once this waiver is used. There is no charge for this       
rider. This rider is not available in Massachusetts.                            

TERMINAL ILLNESS RIDER. After the first contract anniversary, we will waive the 
withdrawal charge if you or your Joint Owner are terminally ill and not         
expected to live more than 12 months; a physician certifies to your illness and 
life expectancy; you were not diagnosed with the terminal illness as of the     
date we issued your contract; and you have been the Owner continuously since    
the contract was issued (or have become the Owner as the spousal Beneficiary    
who continues the contract). This waiver terminates on the Annuity Date. We     
will not accept additional payments once this waiver is used. There is no       
charge for this rider. This rider is not available in Massachusetts.            

The Nursing Home or Hospital Confinement rider and the Terminal Illness rider   
are only available for Owners who are age 80 or younger (on the contract issue  
date). Additional conditions and requirements apply to the Nursing Home or      
Hospital Confinement rider and the Terminal Illness rider. They are specified   
in the rider(s) that are part of your contract.                                 

PREMIUM AND OTHER TAXES                                                         

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

TRANSFER FEE                                                                    

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

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

INCOME TAXES                                                                    

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

INVESTMENT PORTFOLIO EXPENSES                                                   

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

5.  ANNUITY PAYMENTS                                                            

(THE INCOME PHASE)                                              

ANNUITY DATE                                                                    

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

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

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PLEASE BE AWARE THAT ONCE YOUR CONTRACT IS ANNUITIZED, YOU ARE INELIGIBLE TO    
RECEIVE THE DEATH BENEFIT YOU HAVE SELECTED. ADDITIONALLY, IF YOU HAVE SELECTED 
A LIVING BENEFIT RIDER SUCH AS A GUARANTEED MINIMUM INCOME BENEFIT OR A         
GUARANTEED WITHDRAWAL BENEFIT, ANNUITIZING YOUR CONTRACT TERMINATES THE RIDER,  
INCLUDING ANY DEATH BENEFIT PROVIDED BY THE RIDER AND ANY GUARANTEED PRINCIPAL  
ADJUSTMENT (FOR THE GMIB MAX I, GMIB PLUS, OR LIFETIME WITHDRAWAL GUARANTEE     
RIDERS) THAT MAY ALSO BE PROVIDED BY THE RIDER.                                 

ANNUITY PAYMENTS                                                                

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

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

o  fixed Annuity Payments, or                                                   

o  variable Annuity Payments, or                                                

o  a combination of both.                                                       

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

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

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

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

3)   the Annuity Option elected.                                                

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

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

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

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

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

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

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

ANNUITY OPTIONS                                                                 

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

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

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

If more than one frequency is permitted under your contract, choosing less      
frequent payments will result in each Annuity Payment being larger. Annuity     
options that guarantee that payments will be made for a certain number of years 
regardless of whether the Annuitant or joint Annuitant are alive (such as       
Options 2 and 4 below) result in Annuity Payments that are smaller than Annuity 
Options without such a guarantee (such as Options 1 and 3 below). For Annuity   
Options with a designated period, choosing a shorter designated period will     
result in each Annuity Payment being larger.                                    

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

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

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

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

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

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

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

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

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

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

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

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

VARIABLE ANNUITY PAYMENTS                                                       

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

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

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

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

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

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

FIXED ANNUITY PAYMENTS                                                          

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

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not make a transfer from the fixed Annuity Option to the variable Annuity       
Option.                                                                         

6. ACCESS TO YOUR MONEY                                                         

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

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

(2)    by electing to receive Annuity Payments; or                              

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

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

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

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

o  less any applicable withdrawal charge;                                       

o  less any premium or other tax;                                               

o  less any account fee; and                                                    

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

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

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

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

How to withdraw all or part of your Account Value:                              

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

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

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

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

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

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

DIVORCE. A withdrawal made pursuant to a divorce or separation instrument is    
subject to the same withdrawal charge provisions as described in "Expenses -    

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

SYSTEMATIC WITHDRAWAL PROGRAM                                                   

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

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

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

SUSPENSION OF PAYMENTS OR TRANSFERS                                             

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

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

o  trading on the New York Stock Exchange is restricted;                        

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

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

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

7. LIVING BENEFITS                                                              

OVERVIEW OF LIVING BENEFIT RIDERS                                               

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

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

o  GMIB Max I                                                                   

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

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

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

Our guaranteed income benefit riders are designed to allow you to invest your   
Account Value in the market while at the same time assuring a specified         
guaranteed level of minimum fixed Annuity Payments if you elect the Income      
Phase. The fixed Annuity Payment amount is guaranteed regardless of investment  
performance or the actual Account Value at the time you annuitize. Prior to     
exercising the rider                                                            

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and annuitizing your contract, you may make withdrawals up to a maximum level   
specified in the rider and still maintain the benefit amount.                   

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

o  Lifetime Withdrawal Guarantee II (LWG II)                                    

o  Lifetime Withdrawal Guarantee I (LWG I)                                      

The Lifetime Withdrawal Guarantee riders are designed to guarantee that at      
least the entire amount of Purchase Payments you make will be returned to you   
through a series of withdrawals without annuitizing, regardless of investment   
performance, as long as withdrawals in any Contract Year do not exceed the      
maximum amount allowed under the rider. In addition, if you make your first     
withdrawal on or after the date you reach age 59 1/2, you are guaranteed income 
for your life (and the life of your spouse, if the Joint Life version of the    
rider was elected and your spouse elects to continue the contract and is at     
least age 59 1/2 at continuation), even after the entire amount of Purchase     
Payments has been returned.                                                     

GUARANTEED INCOME BENEFITS                                                      

At the time you buy the contract, you may elect a guaranteed income benefit     
rider, called a Guaranteed Minimum Income Benefit (GMIB), for an additional     
charge. Each version of these riders is designed to guarantee a predictable,    
minimum level of fixed Annuity Payments, regardless of the investment           
performance of your Account Value during the Accumulation Phase. HOWEVER, IF    
APPLYING YOUR ACTUAL ACCOUNT VALUE AT THE TIME YOU ANNUITIZE THE CONTRACT TO    
THEN CURRENT ANNUITY PURCHASE RATES (OUTSIDE OF THE RIDER) PRODUCES HIGHER      
INCOME PAYMENTS, YOU WILL RECEIVE THE HIGHER PAYMENTS, AND THUS YOU WILL HAVE   
PAID FOR THE RIDER EVEN THOUGH IT WAS NOT USED. Also, prior to exercising the   
rider, you may make specified withdrawals that reduce your Income Base (as      
explained below) during the Accumulation Phase and still leave the rider        
guarantees intact, provided the conditions of the rider are met. Your           
registered representative can provide you an illustration of the amounts you    
would receive, with or without withdrawals, if you exercised the rider.         

There are four different versions of the GMIB under this contract: GMIB Max I,  
GMIB Plus III, GMIB Plus II, and GMIB Plus I.                                   

There may be versions of each rider that vary by issue date and state           
availability. In addition, a version of a rider may become available (or        
unavailable) in different states at different times. Please check with your     
registered representative regarding which version(s) are available in your      
state. If you have already been issued a contract, please check your contract   
and riders for the specific provisions applicable to you.                       

You may not have this benefit and a GWB rider in effect at the same time. Once  
elected, the rider cannot be terminated except as discussed below.              

FACTS ABOUT GUARANTEED INCOME BENEFIT RIDERS                                    

INCOME BASE AND GMIB ANNUITY PAYMENTS. Under the GMIB, we calculate an "Income  
Base" (as described below) that determines, in part, the minimum amount you     
receive as an income payment upon exercising the GMIB rider and annuitizing the 
contract. IT IS IMPORTANT TO RECOGNIZE THAT THIS INCOME BASE IS NOT AVAILABLE   
FOR CASH WITHDRAWALS AND DOES NOT ESTABLISH OR GUARANTEE YOUR ACCOUNT VALUE OR  
A MINIMUM RETURN FOR ANY INVESTMENT PORTFOLIO. After a minimum 10-year waiting  
period, and then only within 30 days following a contract anniversary, you may  
exercise the rider. We then will apply the Income Base calculated at the time   
of exercise to the conservative GMIB Annuity Table (as described below)         
specified in the rider in order to determine your minimum guaranteed lifetime   
fixed monthly Annuity Payments (your actual payment may be higher than this     
minimum if, as discussed above, the base contract under its terms would provide 
a higher payment).                                                              

THE GMIB ANNUITY TABLE. The GMIB Annuity Table is specified in the rider. For   
GMIB Max I and GMIB Plus III in contracts issued after February 25, 2011, this  
table is calculated based on the Annuity 2000 Mortality Table with 10 years of  
mortality improvement based on projection Scale AA and a 10-year age set back   
with interest of 1.0% per annum. For GMIB Plus III and GMIB Plus II in          
contracts issued from May 4, 2009 through February 25, 2011, this table is      
calculated based on the Annuity 2000 Mortality Table with a 10-year age set     
back with interest of 1.5% per annum. For GMIB Plus II in contracts issued from 
February 24, 2009 through May 1, 2009, this table is calculated based on the    
Annuity 2000 Mortality Table with a 7-year age set back with interest of 1.5%   
per annum. For GMIB Plus II in contracts issued on or before February 23, 2009, 
and for GMIB Plus I, this table is calculated based on the Annuity 2000         
Mortality Table with a 7-year age set back with interest of 2.5% per annum. As  
with other pay-out types, the amount you receive as an income payment           

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also depends on the Annuity Option you select, your age, and (where permitted   
by state law) your sex. For GMIB Max I, GMIB Plus III, and GMIB Plus II, the    
annuity rates for attained ages 86 to 90 are the same as those for attained age 
85. THE ANNUITY RATES IN THE GMIB ANNUITY TABLE ARE CONSERVATIVE AND A          
WITHDRAWAL CHARGE MAY BE APPLICABLE, SO THE AMOUNT OF GUARANTEED MINIMUM        
LIFETIME INCOME THAT THE GMIB PRODUCES MAY BE LESS THAN THE AMOUNT OF ANNUITY   
INCOME THAT WOULD BE PROVIDED BY APPLYING YOUR ACCOUNT VALUE ON YOUR ANNUITY    
DATE TO THEN-CURRENT ANNUITY PURCHASE RATES.                                    

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

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

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

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

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

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

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

GMIB PLUS I, GMIB PLUS II, AND QUALIFIED CONTRACTS. The GMIB Plus I and GMIB    
Plus II riders may have limited usefulness in connection with a Qualified       
Contract, such as an IRA, in circumstances where, due to the ten-year waiting   
period after purchase (and after an Optional Step-Up or Reset) the Owner is     
unable to exercise the rider until after the required beginning date of         
required minimum distributions under the contract. In such event, required      
minimum distributions received from the contract during the 10-year waiting     
period will have the effect of reducing the Income Base either on a             
proportionate or dollar-for-dollar basis, as the case may be. This may have the 
effect of reducing or eliminating the value of Annuity Payments under the       
rider. You should consult your tax adviser prior to electing one of these       
riders.                                                                         

(See Appendix C for examples of the GMIB.)                                      

DESCRIPTION OF GMIB MAX I                                                       

The GMIB Max I rider is available only for Owners up through age 78, and you    
can only elect the GMIB Max I at the time you purchase the contract. THE GMIB   
MAX I RIDER MAY BE EXERCISED AFTER A 10-YEAR WAITING PERIOD AND THEN ONLY       
WITHIN 30 DAYS FOLLOWING A CONTRACT ANNIVERSARY, PROVIDED THAT THE EXERCISE     
MUST OCCUR NO LATER THAN THE 30-DAY PERIOD FOLLOWING THE CONTRACT ANNIVERSARY   
PRIOR TO THE OWNER'S 91ST BIRTHDAY.                                             

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

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

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

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

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

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

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

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

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

(a)    6%; or                                                                   

(b)    the required minimum distribution rate (as defined below).               

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

The required minimum distribution rate equals the greater of:                   

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

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

(2b) if you enroll in both the Systematic Withdrawal Program and the            
----                                
Automated Required Minimum Distribution Program, the total withdrawals
  during the Contract Year under (i) the Systematic Withdrawal Program (up
  to a maximum of 6% (item (a) above) of the Annual Increase Amount at the
 beginning of the Contract Year) and (ii) the Automated Required Minimum
 Distribution Program (which can be used to pay out any amount above the
Systematic Withdrawal Program withdrawals that must be withdrawn to   
fulfill minimum distribution requirements at the end of the calendar  
year), divided by the Annual Increase Amount at the beginning of the  
Contract Year.                                                        

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

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

If item (b) above (the required minimum distribution rate) is greater than item 
(a) above, and your total withdrawals during a Contract Year, divided by the    
Annual Increase Amount at the beginning of the Contract Year, exceed the        
                                                  ------
required minimum distribution rate, the required minimum distribution rate is   
not used to calculate the annual increase rate, and the annual increase rate    
will be reduced to 6% (item (a) above). Therefore, the annual increase rate for 
that Contract Year will be lower than the required minimum distribution rate,   
which could have the effect of reducing the value of Annuity Payments under the 
GMIB rider.                                                                     

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

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

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

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

(b)  If total withdrawals in a Contract Year are not greater than the annual    
    increase rate multiplied by the Annual Increase Amount at the beginning of
the Contract Year, and if these withdrawals are paid to you (or to the
    Annuitant, if the contract is owned by a non-natural person) or to another
    payee we agree to, the total withdrawal adjustments for that Contract Year
    will be set equal to the dollar amount of total withdrawals (including any
applicable withdrawal charge) in that Contract Year. These withdrawal 
adjustments will replace the withdrawal adjustments defined in (a)    
  immediately above and be treated as though the corresponding withdrawals
occurred at the end of that Contract Year.                            

As described in (a) immediately above, if in any Contract Year you take         
cumulative withdrawals that exceed the annual increase rate multiplied by the   
Annual Increase Amount at the beginning of the Contract Year, the Annual        
Increase Amount will be reduced in the same proportion that the entire          
withdrawal (including any applicable withdrawal charge) reduced the Account     
Value. This reduction may be significant, particularly when the Account Value   
is lower than the Annual Increase Amount, and could have the effect of reducing 
or eliminating the value of Annuity Payments under the GMIB rider. Limiting     
your cumulative withdrawals during a Contract Year to not more than the annual  
increase rate multiplied by the Annual Increase Amount at the beginning of the  
Contract Year will result in dollar-for-dollar treatment of the withdrawals, as 
described in (b) immediately above.                                             

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

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

OPTIONAL STEP-UP. On each contract anniversary as permitted, you may elect to   
reset the Annual Increase Amount to the Account Value. An Optional Step-Up may  
be beneficial if your Account Value has grown at a rate above the annual        
increase rate on the Annual Increase Amount (6%). As described below, an        
Optional Step-Up resets the Annual Increase Amount to the Account Value. After  
an Optional Step-Up, the annual increase rate will be applied to the new,       
higher Annual Increase Amount and therefore the amount that may be withdrawn    
without reducing the Annual Increase Amount on a proportionate basis will       
increase. HOWEVER, IF YOU ELECT TO RESET THE ANNUAL INCREASE AMOUNT, WE WILL    
ALSO RESTART THE 10-YEAR WAITING PERIOD. IN ADDITION, WE MAY RESET THE RIDER    
CHARGE TO A RATE THAT DOES NOT EXCEED THE LOWER OF: (A) THE MAXIMUM OPTIONAL    
STEP-UP CHARGE (1.50%) OR (B) THE CURRENT RATE THAT WE WOULD CHARGE FOR THE     
SAME RIDER AVAILABLE FOR NEW CONTRACT PURCHASES AT THE TIME OF THE OPTIONAL     
STEP-UP.                                                                        

An Optional Step-Up is permitted only if: (1) the Account Value exceeds the     
Annual Increase Amount immediately before the reset; and (2) the Owner (or      
older Joint Owner, or Annuitant if the contract is owned by a non-natural       
person) is not older than age 80 on the date of the Optional Step-Up. If your   
contract has both the GMIB Max I rider and the EDB Max I rider, and you would   
like to elect an Optional Step-Up, you must elect an Optional Step-Up for both  
riders. You may not elect an Optional Step-Up for only one of the two riders.   
Upon the Optional Step-Up, we may reset the rider charge, as described above,   
on one or both riders.                                                          

You may elect either: (1) a one-time Optional Step-Up at any contract           
anniversary provided the above requirements are met, or (2) Optional Step-Ups   
to occur under the Automatic Annual Step-Up. If you elect Automatic Annual      
Step-Ups, on any contract anniversary while this election is in effect, the     
Annual Increase Amount will reset to the Account Value automatically, provided  
the above requirements are met. The same conditions described above will apply  
to each Automatic Step-Up. You may discontinue this election at any time by     
notifying us in writing, at our Annuity Service Center (or by any other method  
acceptable to us), at least 30 days prior to the contract anniversary on which  
a reset may otherwise occur. Otherwise, it will remain in effect through the    
seventh contract anniversary following the date you make this election, at      
which point you must make a new election if you want Automatic Annual Step-Ups  
to continue. If you discontinue or do not re-elect the Automatic Annual Step-   
Ups, no Optional Step-Up will occur automatically on any subsequent contract    
anniversary unless you make a new election under the terms described above. (If 
you                                                                             

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discontinue Automatic Annual Step-Ups, the rider (and the rider charge) will    
continue, and you may choose to elect a one time Optional Step-Up or reinstate  
Automatic Annual Step-Ups as described above.)                                  

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

The Optional Step-Up:                                                           

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

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

(3)  may reset the rider charge to a rate that does not exceed the lower of:    
 (a) the Maximum Optional Step-Up Charge (1.50%) or (b) the current rate
that we would charge for the same rider available for new contract    
purchases at the time of the Optional Step-Up.                        

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

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

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

If you elect the GMIB Max I, you may not participate in the Dollar Cost         
Averaging (DCA) program.                                                        

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

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

Restrictions on Investment Allocations If the GMIB Max I Rider Terminates. If   
-------------------------------------------------------------------------       
the GMIB Max I rider terminates (see "Terminating the GMIB Max I Rider"), or if 
you elected both the GMIB Max I rider and the EDB Max I rider and both riders   
terminate, the investment allocation restrictions described above will no       
longer apply and you will be permitted to allocate subsequent Purchase Payments 
or transfer Account Value to any of the available Investment Portfolios.        
However, if you elected both the GMIB Max I rider and the EDB Max I rider, and  
only the GMIB Max I rider has terminated, the investment allocation             
restrictions described above under "Purchase - Investment Allocation and Other  
Purchase Payment Restrictions for GMIB Max I and EDB Max I" will continue to    
apply.                                                                          

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POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS FOR GMIB MAX I. In the   
future, we may choose not to permit Owners of existing contracts with the GMIB  
Max I rider to make subsequent Purchase Payments if: (a) the GMIB Max I rider   
is no longer available to new customers, or (b) we make certain changes to the  
terms of the GMIB Max I rider offered to new customers (for example, if we      
change the GMIB Max I rider charge; see your contract schedule for a list of    
the other changes). We will notify Owners of contracts with the GMIB Max I      
rider in advance if we impose restrictions on subsequent Purchase Payments. If  
we impose restrictions on subsequent Purchase Payments, contract Owners will    
still be permitted to transfer Account Value among the Investment Portfolios    
listed under "Purchase - Investment Allocation Restrictions for Certain Riders  
- Investment Allocation and Other Purchase Payment Restrictions for GMIB Max I  
and EDB Max I."                                                                 

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS FOR GMIB MAX I             

o    If we received your application and necessary information, in Good Order,  
at our MetLife Annuity Service Center before the close of the New York
            ------
     Stock Exchange on September 23, 2011, and you elected the GMIB Max I and/or
    EDB Max I riders, we will not accept subsequent Purchase Payments from you
    after the close of the New York Stock Exchange on August 9, 2013. However,
    we will accept a subsequent Purchase Payment received after August 9, 2013
     if the Purchase Payment was initiated by paperwork for a direct transfer or
an exchange under Section 1035 of the Internal Revenue Code that we   
   accepted, and which was received by our MetLife Annuity Service Center in
  Good Order, before the close of the New York Stock Exchange on August 9,
2013.                                                                 

o    If we received your application and necessary information, in Good Order,  
     at our MetLife Annuity Service Center after the close of the New York Stock
           -----
  Exchange on September 23, 2011 and on or before October 7, 2011, and you
elected the GMIB Max I and/or EDB Max I riders, we will not accept    
subsequent Purchase Payments from you after the close of the New York 
   Stock Exchange on February 24, 2012. However, we will accept a subsequent
   Purchase Payment received after February 24, 2012 if the Purchase Payment
was initiated by paperwork for a direct transfer or an exchange under 
   Section 1035 of the Internal Revenue Code that we accepted, and which was
  received by our MetLife Annuity Service Center in Good Order, before the
close of the New York Stock Exchange on February 24, 2012.            

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

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

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

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

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

The Guaranteed Principal Option can only be exercised if (a) exceeds (b), as    
defined above. The Guaranteed Principal Adjustment will be added to each        
applicable Investment Portfolio in the ratio the portion of the Account Value   
in such Investment Portfolio bears to the total Account Value in all Investment 
Portfolios. IT IS IMPORTANT TO NOTE THAT ONLY PURCHASE PAYMENTS MADE DURING THE 

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

The Guaranteed Principal Adjustment will never be less than zero. IF THE        
GUARANTEED PRINCIPAL OPTION IS EXERCISED, THE GMIB MAX I RIDER WILL TERMINATE   
AS OF THE DATE THE OPTION TAKES EFFECT AND NO ADDITIONAL GMIB CHARGES WILL      
APPLY THEREAFTER. The variable annuity contract, however, will continue. The    
investment allocation restrictions described above will no longer apply (except 
as described above under "Restrictions on Investment Allocations if the GMIB    
Max I Rider Terminates"). If you elected both the GMIB Max I and EDB Max I      
riders, the EDB Max I investment allocation restrictions described in "Purchase 
- Investment Allocation and Other Purchase Payment Restrictions for GMIB Max I  
and EDB Max I" will continue to apply as long as the EDB Max I rider has not    
terminated.                                                                     

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

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

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

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

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

The GMIB Annuity Table is specified in the rider. This table is calculated      
based on the Annuity 2000 Mortality Table with 10 years of mortality            
improvement based on projection Scale AA and a 10-year age set back with        
interest of 1.0% per annum. As with other payout types, the amount you receive  
as an income payment also depends on the Annuity Option you select, your age,   
and (where permitted by state law) your sex. The annuity rates for attained     
ages 86 to 90 are the same as those for attained age 85. THE ANNUITY RATES IN   
THE GMIB ANNUITY TABLE ARE CONSERVATIVE AND A WITHDRAWAL CHARGE MAY BE          
APPLICABLE, SO THE AMOUNT OF GUARANTEED MINIMUM LIFETIME INCOME THAT THE GMIB   
PRODUCES MAY BE LESS THAN THE AMOUNT OF ANNUITY INCOME THAT WOULD BE PROVIDED   
BY APPLYING YOUR ACCOUNT VALUE ON YOUR ANNUITY DATE TO THEN-CURRENT ANNUITY     
PURCHASE RATES.                                                                 

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

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

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

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

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

ENHANCED PAYOUT RATES. As noted above, the annuity rates in the GMIB Annuity    
Table are calculated based on the Annuity 2000 Mortality Table with 10 years of 
mortality improvement based on projection Scale AA and a 10-year age set back   
with interest of 1.0% per annum.                                                

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However, the GMIB Max I payout rates are enhanced under the following           
circumstances.                                                                  

If you select the GMIB Max I rider and if:                                      

o  you take no withdrawals prior to age 62;                                     

o  your Account Value is fully withdrawn or decreases to zero at or after your  
62nd birthday and there is an Income Base remaining; and                  

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

then the annual Annuity Payments under the GMIB Max I rider will equal or       
exceed 5% of the Income Base (calculated on the date the payments are           
determined).                                                                    

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

o  you take no withdrawals prior to age 70;                                     

o  your Account Value is fully withdrawn or decreases to zero at or after your  
70th birthday and there is an Income Base remaining; and                  

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

then the annual Annuity Payments under the GMIB Max I rider will equal or       
exceed 6% of the Income Base (calculated on the date the payments are           
determined).                                                                    

If an Owner dies and the Owner's spouse (age 89 or younger) is the Beneficiary  
of the contract, the spouse may elect to continue the contract and the GMIB Max 
I rider. If the spouse elects to continue the contract and the Owner had begun  
to take withdrawals prior to his or her death, and the Owner was older than the 
spouse, the spouse's eligibility for the enhanced payout rates described above  
is based on the Owner's age when the withdrawals began. For example, if an      
Owner had begun to take withdrawals at age 62 and subsequently died, if that    
Owner's spouse continued the contract and the GMIB Max I rider, the spouse      
would be eligible for the 5% enhanced payout rate described above, even if the  
spouse were younger than age 62 at the time the contract was continued. If the  
spouse elects to continue the contract and an Owner had not taken any           
withdrawals prior to his or her death, the spouse's eligibility for the         
enhanced payout rates described above is based on the spouse's age when the     
spouse begins to take withdrawals.                                              

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

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

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

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

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

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

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

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

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

If an Owner or Joint Owner dies and:                                            

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

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

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

Under our current administrative procedures, we will waive the termination of   
the GMIB Max I rider if you assign a portion of the contract under the          
following limited circumstances: if the assignment is solely for your benefit   

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on account of your direct transfer of Account Value under Section 1035 of the   
Internal Revenue Code to fund premiums for a long term care insurance policy or 
Purchase Payments for an annuity contract issued by an insurance company which  
is not our affiliate and which is licensed to conduct business in any state.    
All such direct transfers are subject to any applicable withdrawal charges.     

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

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

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

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

Alternatively, you may choose to enroll in both the Automated Required Minimum  
Distribution Program and the Systematic Withdrawal Program (see "Access to Your 
Money - Systematic Withdrawal Program"). In order to avoid taking withdrawals   
that could reduce the Income Base on a proportionate basis, withdrawals under   
the Systematic Withdrawal Program should not exceed 6% of the Annual Increase   
Amount at the beginning of the Contract Year. Any amounts above 6% of the       
Annual Increase Amount that need to be withdrawn to fulfill minimum             
distribution requirements can be paid out at the end of the calendar year by    
the Automated Required Minimum Distribution Program. For example, if you elect  
the GMIB Max I and enroll in the Systematic Withdrawal Program and elect to     
receive monthly payments totaling 6% of the Annual Increase Amount, you should  
also enroll in the Automated Required Minimum Distribution Program and elect to 
receive your Automated Required Minimum Distribution Program payment on an      
annual basis, after the Systematic Withdrawal Program monthly payment in        
December.                                                                       

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

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

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

DESCRIPTION OF GMIB PLUS III                                                    

The GMIB Plus III rider is no longer available for purchase. The GMIB Plus III  
rider is available only for Owners up through age 78, and you can only elect    
the GMIB Plus III at the time you purchase the contract. THE GMIB PLUS III      
RIDER MAY BE EXERCISED AFTER A 10-YEAR WAITING PERIOD AND THEN ONLY WITHIN 30   
DAYS FOLLOWING A CONTRACT ANNIVERSARY, PROVIDED THAT THE EXERCISE MUST OCCUR NO 
LATER THAN THE 30-DAY PERIOD FOLLOWING THE CONTRACT ANNIVERSARY PRIOR TO THE    
OWNER'S 91ST BIRTHDAY.                                                          

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

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

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recalculation or the Account Value on the date of the recalculation.  

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

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

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

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

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

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

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

(a)    5%; or                                                                   

(b)    the required minimum distribution rate (as defined below).               

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

The required minimum distribution rate equals the greater of:                   

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

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

(2b) if you enroll in both the Systematic Withdrawal Program and the            
----                                
Automated Required Minimum Distribution Program, the total withdrawals
  during the Contract Year under (i) the Systematic Withdrawal Program (up
  to a maximum of 5% (item (a) above) of the Annual Increase Amount at the
 beginning of the Contract Year) and (ii) the Automated Required Minimum
 Distribution Program (which can be used to pay out any amount above the
Systematic Withdrawal Program withdrawals that must be withdrawn to   
fulfill minimum distribution requirements at the end of the calendar  
year), divided by the Annual Increase Amount at the beginning of the  
Contract Year.                                                        

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

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

If item (b) above (the required minimum distribution rate) is greater than item 
(a) above, and your total withdrawals during a Contract Year, divided by the    
Annual Increase Amount at the beginning of the Contract Year, exceed the        
                                                  ------
required minimum distribution rate, the required minimum distribution rate is   
not used to calculate the annual increase rate, and the annual increase rate    
will be reduced to 5% (item (a) above). Therefore, the annual increase rate for 
that Contract Year will be lower than the required minimum distribution rate,   
which could have the effect of reducing the value of Annuity Payments under the 
GMIB Plus III rider.                                                            

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

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

(a)  The withdrawal adjustment for each withdrawal in a Contract Year is the    
 value of the Annual Increase Amount immediately prior to the withdrawal
    multiplied by the percentage reduction in Account Value attributed to that
withdrawal (including any applicable withdrawal charge); or           

(b)  If total withdrawals in a Contract Year are not greater than the annual    
    increase rate multiplied by the Annual Increase Amount at the beginning of
the Contract Year, and if these withdrawals are paid to you (or to the
    Annuitant, if the contract is owned by a non-natural person) or to another
    payee we agree to, the total withdrawal adjustments for that Contract Year
    will be set equal to the dollar amount of total withdrawals (including any
applicable withdrawal charge) in that Contract Year. These withdrawal 
adjustments will replace the withdrawal adjustments defined in (a)    
  immediately above and be treated as though the corresponding withdrawals
occurred at the end of that Contract Year.                            

As described in (a) immediately above, if in any Contract Year you take         
cumulative withdrawals that exceed the annual increase rate multiplied by the   
Annual Increase Amount at the beginning of the Contract Year, the Annual        
Increase Amount will be reduced in the same proportion that the entire          
withdrawal (including any applicable withdrawal charge) reduced the Account     
Value. This reduction may be significant, particularly when the Account Value   
is lower than the Annual Increase Amount, and could have the effect of reducing 
or eliminating the value of Annuity Payments under the GMIB rider. Limiting     
your cumulative withdrawals during a Contract Year to not more than the annual  
increase rate multiplied by the Annual Increase Amount at the beginning of the  
Contract Year will result in dollar-for-dollar treatment of the withdrawals, as 
described in (b) immediately above.                                             

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

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

OPTIONAL STEP-UP. On each contract anniversary as permitted, you may elect to   
reset the Annual Increase Amount to the Account Value. An Optional Step-Up may  
be beneficial if your Account Value has grown at a rate above the annual        
increase rate on the Annual Increase Amount (5%). As described below, an        
Optional Step-Up resets the Annual Increase Amount to the Account Value. After  
an Optional Step-Up, the annual increase rate will be applied to the new,       
higher Annual Increase Amount and therefore the amount that may be withdrawn    
without reducing the Annual Increase Amount on a proportionate basis will       
increase. HOWEVER, IF YOU ELECT TO RESET THE ANNUAL INCREASE AMOUNT, WE WILL    
ALSO RESTART THE 10-YEAR WAITING PERIOD. IN ADDITION, WE MAY RESET THE RIDER    
CHARGE TO A RATE THAT DOES NOT EXCEED THE LOWER OF: (A) THE MAXIMUM OPTIONAL    
STEP-UP CHARGE (1.50%) OR (B) THE CURRENT RATE THAT WE WOULD CHARGE FOR THE     
SAME RIDER AVAILABLE FOR NEW CONTRACT PURCHASES AT THE TIME OF THE OPTIONAL     
STEP-UP.                                                                        

An Optional Step-Up is permitted only if: (1) the Account Value exceeds the     
Annual Increase Amount immediately before the reset; and (2) the Owner (or      
older Joint Owner, or Annuitant if the contract is owned by a non-natural       
person) is not older than age 80 on the date of the Optional Step-Up. If your   
contract has both the GMIB Plus III rider and the Enhanced Death Benefit II     
(EDB II) rider, and you would like to elect an Optional Step-Up, you must elect 
an Optional Step-Up for both riders. You may not elect an Optional Step-Up for  
only one of the two riders. Upon the Optional Step-Up, we may reset the rider   
charge, as described above, on one or both riders.                              

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

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

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

The Optional Step-Up:                                                           

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

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

(3)  may reset the rider charge to a rate that does not exceed the lower of:    
 (a) the Maximum Optional Step-Up Charge (1.50%) or (b) the current rate
that we would charge for the same rider available for new contract    
purchases at the time of the Optional Step-Up.                        

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

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

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

If you elect the GMIB Plus III, you may not participate in the Dollar Cost      
Averaging (DCA) program.                                                        

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. Subsequent Purchase       
Payments under the GMIB Plus III rider are restricted as described in "Purchase 
- Restrictions on Subsequent Purchase Payments - GMIB Plus II, GMIB Plus III,   
Lifetime Withdrawal Guarantee II, EDB I, and EDB II."                           

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

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

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

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

The Guaranteed Principal Option can only be exercised if (a) exceeds (b), as    
defined above. The Guaranteed Principal Adjustment will be added to each        
applicable Investment Portfolio in the ratio the portion of the Account Value   
in such Investment Portfolio bears to the total Account Value in all Investment 
Portfolios. IT IS IMPORTANT TO NOTE THAT ONLY PURCHASE PAYMENTS MADE DURING THE 
FIRST 120 DAYS THAT YOU HOLD THE CONTRACT ARE TAKEN INTO CONSIDERATION IN       
DETERMINING THE GUARANTEED PRINCIPAL ADJUSTMENT. IF YOU ANTICIPATE MAKING       
PURCHASE PAYMENTS AFTER 120 DAYS, YOU SHOULD UNDERSTAND THAT SUCH PAYMENTS WILL 
NOT INCREASE THE GUARANTEED PRINCIPAL ADJUSTMENT. However, because Purchase     
Payments made after 120 days will increase your Account Value, such payments    
may have a significant impact on whether or not a Guaranteed Principal          
Adjustment is due. Therefore, the GMIB Plus III rider may not be appropriate    
for you if you intend to make additional Purchase Payments after the 120-day    
period and are purchasing the rider for this feature.                           

The Guaranteed Principal Adjustment will never be less than zero. IF THE        
GUARANTEED PRINCIPAL OPTION IS EXERCISED, THE GMIB PLUS III RIDER WILL          
TERMINATE AS OF THE DATE THE OPTION TAKES EFFECT AND NO ADDITIONAL GMIB CHARGES 
WILL APPLY THEREAFTER. The variable annuity contract, however, will continue.   
If you only elected the GMIB Plus III, the investment allocation restrictions   
described above will no longer apply. If you elected both the GMIB Plus III and 
the Enhanced Death Benefit II, the Enhanced Death Benefit II investment         
allocation restrictions described in "Purchase - Investment Allocation and      
Other Purchase Payment Restrictions for GMIB Plus II, GMIB Plus III, Lifetime   
Withdrawal Guarantee II, EDB I, and EDB II" will continue to apply as long as   
the Enhanced Death Benefit II rider has not terminated.                         

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

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

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

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

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

The GMIB Annuity Table is specified in the rider. This table is calculated      
based on the Annuity 2000 Mortality Table with 10 years of mortality            
improvement based on projection Scale AA and a 10-year age set back with        
interest of 1.0% per annum. As with other payout types, the amount you receive  
as an income payment also depends on the Annuity Option you select, your age,   
and (where permitted by state law) your sex. The annuity rates for attained     
ages 86 to 90 are the same as those for attained age 85. THE ANNUITY RATES IN   
THE GMIB ANNUITY TABLE ARE CONSERVATIVE AND A WITHDRAWAL CHARGE MAY BE          
APPLICABLE, SO THE AMOUNT OF GUARANTEED MINIMUM LIFETIME INCOME THAT THE GMIB   
PRODUCES MAY BE LESS THAN THE AMOUNT OF ANNUITY INCOME THAT WOULD BE PROVIDED   
BY APPLYING YOUR ACCOUNT VALUE ON YOUR ANNUITY DATE TO THEN-CURRENT ANNUITY     
PURCHASE RATES.                                                                 

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

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

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

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

If you take a full withdrawal of your Account Value, your contract is           
terminated by us due to its small Account Value and inactivity (see "Purchase - 
Termination for Low Account Value"), or your contract lapses and there remains  
any Income Base, we will commence making income payments within 30 days of the  
date of the full withdrawal,                                                    

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termination or lapse. In such cases, your income payments under this benefit,   
if any, will be determined using the Income Base and any applicable withdrawal  
adjustment that was taken on account of the withdrawal, termination or lapse.   

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

o  you take no withdrawals prior to age 62;                                     

o  your Account Value is fully withdrawn or decreases to zero at or after your  
62nd birthday and there is an Income Base remaining; and                  

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

then the annual Annuity Payments under the GMIB Plus III rider will equal or    
exceed 5% of the Income Base (calculated on the date the payments are           
determined).                                                                    

If an Owner dies and the Owner's spouse (age 89 or younger) is the Beneficiary  
of the contract, the spouse may elect to continue the contract and the GMIB     
Plus III rider. If the spouse elects to continue the contract and the Owner had 
begun to take withdrawals prior to his or her death, and the Owner was older    
than the spouse, the spouse's eligibility for the enhanced payout rates         
described above is based on the Owner's age when the withdrawals began. For     
example, if an Owner had begun to take withdrawals at age 62 and subsequently   
died, if that Owner's spouse continued the contract and the GMIB Plus III       
rider, the spouse would be eligible for the 5% enhanced payout rate described   
above, even if the spouse were younger than age 62 at the time the contract was 
continued. If the spouse elects to continue the contract and the Owner had not  
taken any withdrawals prior to his or her death, the spouse's eligibility for   
the enhanced payout rates described above is based on the spouse's age when the 
spouse begins to take withdrawals.                                              

For contracts issued with the GMIB Plus III rider from July 19, 2010 through    
----------------------------------------------------------------------------    
February 25, 2011, the following enhanced payout rates apply. If:               
-----------------                                                               

o  you take no withdrawals prior to age 62;                                     

o  your Account Value is fully withdrawn or decreases to zero at or after your  
62nd birthday and there is an Income Base remaining; and                  

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

then the annual Annuity Payments under the GMIB Plus III rider will equal or    
exceed 5.5% of the Income Base (calculated on the date the payments are         
determined).                                                                    

Alternatively, if:                                                              

o  you take no withdrawals prior to age 60;                                     

o  your Account Value is fully withdrawn or decreases to zero at or after your  
60th birthday and there is an Income Base remaining; and                  

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

then the annual Annuity Payments under the GMIB Plus III rider will equal or    
exceed 5% of the Income Base (calculated on the date the payments are           
determined).                                                                    

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

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

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

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

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

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

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

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

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

If an Owner or Joint Owner dies and:                                            

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

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

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

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

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

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

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

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

Alternatively, you may choose to enroll in both the Automated Required Minimum  
Distribution Program and the Systematic Withdrawal Program (see "Access to Your 
Money - Systematic Withdrawal Program"). In order to avoid taking withdrawals   
that could reduce the Income Base on a proportionate basis, withdrawals under   
the Systematic Withdrawal Program should not exceed 5% of the Annual Increase   
Amount at the beginning of the Contract Year. Any amounts above 5% of the       
Annual Increase Amount that need to be withdrawn to fulfill minimum             
distribution requirements can be paid out at the end of the calendar year by    
the Automated Required Minimum Distribution Program. For example, if you elect  
the GMIB Plus III and enroll in the Systematic Withdrawal Program and elect to  
receive monthly payments totaling 5% of the Annual Increase Amount, you should  
also enroll in the Automated Required Minimum Distribution Program and elect to 
receive your Automated Required Minimum Distribution Program payment on an      
annual basis, after the Systematic Withdrawal Program monthly payment in        
December.                                                                       

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

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

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

DESCRIPTION OF GMIB PLUS II                                                     

In states where approved, the GMIB Plus II was available with contracts issued  
on or before July 16, 2010.                                                     

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

(1)  The GMIB Plus II Income Base and withdrawal adjustments are calculated     
    as described above for GMIB Plus III, except that the annual increase rate
   is 5% per year through the contract anniversary prior to the Owner's 91st
 birthday and 0% thereafter. Item (b) under "Annual Increase Rate" above
    (the required minimum distribution rate) does not apply to the calculation
 of the Income Base or the withdrawal adjustments under the GMIB Plus II
rider.                                                                

(2)  The GMIB Annuity Table is calculated based on the Annuity 2000 Mortality   
Table with a 10-year age set back with interest of 1.5% per annum.    

(3)  The GMIB payout rates are enhanced to be at least (a) 5.5% of the Income   
 Base (calculated on the date the payments are determined) in the event:
 (i) you take no withdrawals prior to age 62; (ii) your Account Value is
 fully withdrawn or decreases to zero on or after your 62nd birthday and
    there is an Income Base remaining; and (iii) the Annuity Option you select
    is the single life annuity with 5 years of Annuity Payments guaranteed, or
(b) 5% of the Income Base (calculated on the date the payments are    
determined) in the event: (i) you take no withdrawals prior to age 60;
(ii) your Account Value is fully withdrawn or decreases to zero on or 
   after your 60th birthday and there is an Income Base remaining; and (iii)
  the Annuity Option you select is the single life annuity with 5 years of
Annuity Payments guaranteed.                                          

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. Subsequent Purchase       
Payments under the GMIB Plus II rider are restricted as described in "Purchase -
Restrictions on Subsequent Purchase Payments - GMIB Plus II, GMIB Plus III,     
Lifetime Withdrawal Guarantee II, EDB I, and EDB II."                           

For contracts issued with the GMIB Plus II rider from February 24, 2009 through 
------------------------------------------------------------------------------- 
May 1, 2009, the following additional differences apply:                        
-----------                                                                     

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

(5)  If total withdrawals in a Contract Year are 6% or less of the Annual       
Increase Amount on the issue date or on the prior contract anniversary
 after the first Contract Year, and if these withdrawals are paid to you
   (or the Annuitant if the contract is owned by a non-natural person) or to
another payee we agree to, the total withdrawal adjustments for that  
   Contract Year will be set equal to the dollar amount of total withdrawals
(including any applicable withdrawal charge) in that Contract Year.   

(6)  The fixed Annuity Options are the single life annuity with 10 years of     
Annuity Payments guaranteed (if you choose to start the Annuity Option
 after age 79, the year of the Guarantee Period component of the Annuity
    Option is reduced to: 9 years at age 80, 8 years at age 81, 7 years at age
   82, 6 years at age 83, or 5 years at ages 84 through 90) or the joint and
 last survivor annuity with 10 years of Annuity Payments guaranteed (not
available for Qualified Contracts where the difference in ages of the 
    joint Annuitants is greater than 10 years; this limitation only applies to
joint Annuitants who are not spouses).                                

(7)  Different investment allocation restrictions apply. (See "Purchase -       
Investment Allocation and Other Purchase Payment Restrictions for GMIB
  Plus II, GMIB Plus III, Lifetime Withdrawal Guarantee II, EDB I, and EDB
II.")                                                                 

(8)  If your Income Base is increased due to an Optional Step-Up on a           
    contract anniversary occurring on July 1, 2012 or later, we currently will
 increase the rider charge to 1.20% of the Income Base, applicable after
the contract anniversary on which the Optional Step-Up occurs.        

(9)  The GMIB Annuity Table is calculated based on the Annuity 2000 Mortality   
Table with a 7-year age set back with interest of 1.5% per annum.     

(10) The GMIB payout rates are enhanced to be at least (a) 6% of the Income     
 Base (calculated on the date the payments are determined) in the event:
 (i) you take no withdrawals prior to age 62; (ii) your Account Value is
 fully withdrawn or decreases to zero on or after your 62nd birthday and
    there is an Income Base remaining; and (iii) the Annuity Option you select
is the single life annuity with 10 years of Annuity Payments          

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guaranteed, or (b) 5% of the Income Base (calculated on the date the  
   payments are determined) if: (i) you take no withdrawals prior to age 60;
(ii) your Account Value is fully withdrawn or decreases to zero on or 
   after your 60th birthday and there is an Income Base remaining; and (iii)
   the Annuity Option you select is the single life annuity with 10 years of
Annuity Payments guaranteed.                                          

For contracts issued with the GMIB Plus II rider on or before February 23,      
--------------------------------------------------------------------------      
2009, differences (4) through (8) above apply, and the following replaces       
----                                                                            
differences (9) and (10):                                                       

(9)  The GMIB Annuity Table is calculated based on the Annuity 2000 Mortality   
Table with a 7-year age set back with interest of 2.5% per annum.     

(10) The GMIB payout rates are enhanced to be at least 6% of the Income Base    
    (calculated on the date the payments are determined) in the event: (i) you
take no withdrawals prior to age 60; (ii) your Account Value is fully 
    withdrawn or decreases to zero on or after your 60th birthday and there is
  an Income Base remaining; and (iii) the Annuity Option you select is the
single life annuity with 10 years of Annuity Payments guaranteed.     

DESCRIPTION OF GMIB PLUS I                                                      

In states where approved, the GMIB Plus I was available only for Owners up      
through age 75, and you could only elect GMIB Plus I at the time you purchased  
the contract. GMIB Plus I may be exercised after a 10-year waiting period and   
then only within 30 days following a contract anniversary, provided that the    
exercise must occur no later than the 30-day period following the contract      
anniversary on or following the Owner's 85th birthday.                          

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

(1)  The GMIB Plus I Income Base is calculated as described above, except       
that the annual increase rate is 6% per year through the contract     
  anniversary on or following the Owner's 85th birthday and 0% thereafter.

(2)  An "Optional Step-Up" under the GMIB Plus II rider is referred to as an    
"Optional Reset" under the GMIB Plus I rider. An Optional Reset is    
permitted only if: (a) the Account Value exceeds the Annual Increase  
Amount immediately before the reset; and (b) the Owner (or older Joint
  Owner, or Annuitant if the contract is owned by a non-natural person) is
not older than age 75 on the date of the Optional Reset.              

(3)  If your Income Base is increased due to an Optional Reset on a contract    
    anniversary occurring on July 1, 2012 or later, we currently will increase
the rider charge to 1.20% of the Income Base, applicable after the    
contract anniversary on which the Optional Reset occurs.              

(4)  The Guaranteed Principal Option may be exercised on each contract          
  anniversary starting with the tenth contract anniversary and through the
contract anniversary prior to the Owner's 86th birthday.              

(5)  We reserve the right to prohibit an Optional Reset if we no longer offer   
 this benefit for this class of contract. We are waiving this right with
    respect to purchasers of the contract offered by this prospectus who elect
 or have elected the GMIB Plus I rider and will allow Optional Resets by
   those purchasers even if this benefit is no longer offered for this class
of contract.                                                          

(6)  The fixed Annuity Options are the single life annuity with 10 years of     
Annuity Payments guaranteed (if you choose to start the Annuity Option
 after age 79, the year of the Guarantee Period component of the Annuity
    Option is reduced to: 9 years at age 80, 8 years at age 81, 7 years at age
    82, 6 years at age 83, or 5 years at ages 84 and 85) or the joint and last
survivor annuity with 10 years of Annuity Payments guaranteed (not    
available for Qualified Contracts where the difference in ages of the 
    joint Annuitants is greater than 10 years; this limitation only applies to
joint Annuitants who are not spouses).                                

(7)  Termination provision g) above (under "Terminating the GMIB Plus III       
  Rider") does not apply, and the following replaces termination provision
a), above:                                                            

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

and the following replaces termination provision d), above:             

Death of the Owner or Joint Owner (unless the spouse (age 84 or younger)
is the Beneficiary and elects to continue the contract), or death of the
Annuitant if a non-natural person owns the contract.                    

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If an Owner or Joint Owner dies and:                                  

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

 o before the 10-year waiting period to exercise the GMIB rider has elapsed,
the GMIB rider will terminate under termination provision a) above    
(because it is the 30th day following the contract anniversary on or  
following the spouse's 85th birthday);                                

 we will permit the spouse to exercise the GMIB rider within the 30 days
following the contract anniversary on or following his or her 85th    
birthday, even though the 10-year waiting period has not elapsed.     

(8)  The GMIB Annuity Table is calculated based on the Annuity 2000 Mortality   
Table with a 7-year age set back with interest of 2.5% per annum.     

(9)  If approved in your state, the GMIB payout rates are enhanced to be at     
least 6% of the Income Base (calculated on the date the payments are  
determined) in the event: (i) you take no withdrawals prior to age 60;
(ii) your Account Value is fully withdrawn or decreases to zero on or 
   after your 60th birthday and there is an Income Base remaining; and (iii)
   the Annuity Option you select is the single life annuity with 10 years of
Annuity Payments guaranteed.                                          

(10) The investment allocation restrictions that apply to the GMIB Plus I       
  rider are different from the restrictions that apply to the GMIB Plus II
  rider. (See "Purchase - Investment Allocation and Other Purchase Payment
Restrictions for GMIB Plus I and Lifetime Withdrawal Guarantee I.")   

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. Subsequent Purchase       
Payments under the GMIB Plus I rider are restricted as described in "Purchase - 
Restrictions on Subsequent Purchase Payments for GMIB Plus I and Lifetime       
Withdrawal Guarantee I."                                                        

For contracts issued before July 16, 2007, the enhanced GMIB payout rates       
-----------------------------------------                                       
described under "Exercising the GMIB Plus II Rider" will not be applied.        

GUARANTEED WITHDRAWAL BENEFITS                                                  

We offer optional guaranteed withdrawal benefit (GWB) riders for an additional  
charge. There are two guaranteed withdrawal benefit riders available under this 
contract, NO MORE THAN ONE OF WHICH IS OFFERED IN ANY PARTICULAR STATE:         

o  Lifetime Withdrawal Guarantee II ("LWG II")                                  

o  Lifetime Withdrawal Guarantee I ("LWG I")                                    

There may be versions of each rider that vary by issue date and state           
availability. In addition, a version of a rider may become available (or        
unavailable) in different states at different times. Please check with your     
registered representative regarding which version(s) are available in your      
state. If you have already been issued a contract, please check your contract   
and riders for the specific provisions applicable to you.                       

The Lifetime Withdrawal Guarantee riders guarantee that the entire amount of    
Purchase Payments you make will be returned to you through a series of          
withdrawals that you may begin taking immediately or at a later time, provided  
withdrawals in any Contract Year do not exceed the maximum amount allowed. This 
means that, regardless of negative investment performance, you can take         
specified annual withdrawals until the entire amount of the Purchase Payments   
you made during the time period specified in your rider has been returned to    
you. Moreover, if you make your first withdrawal on or after the date you reach 
age 59 1/2, the Lifetime Withdrawal Guarantee riders guarantee income for your  
life (and the life of your spouse, if the Joint Life version of the rider was   
elected, and your spouse elects to continue the contract and is at least age    
59 1/2 at continuation), even after the entire amount of Purchase Payments has  
been returned. (See "Description of the Lifetime Withdrawal Guarantee II"       
below.)                                                                         

If you purchase a guaranteed withdrawal benefit rider, you must elect one       
version at the time you purchase the contract, prior to age 86. You may not     
have this benefit and a GMIB or Enhanced Death Benefit rider in effect at the   
same time. Once elected, these riders may not be terminated except as stated    
below.                                                                          

FACTS ABOUT GUARANTEED WITHDRAWAL BENEFIT RIDERS                                

MANAGING WITHDRAWALS. The rider guarantees may be reduced if your annual        
withdrawals are greater than the maximum amount allowed, called the Annual      
Benefit Payment, which is described in more detail below. The GWB does not      
establish or guarantee an Account Value or minimum return for any Investment    
Portfolio. THE REMAINING GUARANTEED WITHDRAWAL AMOUNT (AS DESCRIBED BELOW)      
CANNOT BE TAKEN AS A LUMP SUM. (However, if you cancel the Lifetime Withdrawal  
Guarantee riders after a waiting period of at least fifteen                     

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years, the Guaranteed Principal Adjustment will increase your Account Value to  
the Purchase Payments credited within the first 120 days of the date that we    
issue the contract, reduced proportionately for any withdrawals. See            
"Description of the Lifetime Withdrawal Guarantee II-Cancellation and           
Guaranteed Principal Adjustment" below.) Income taxes and penalties may apply   
to your withdrawals, and withdrawal charges may apply to withdrawals during the 
first Contract Year unless you take the necessary steps to elect to take such   
withdrawals under a Systematic Withdrawal Program. Withdrawal charges will also 
apply to withdrawals of Purchase Payments that exceed the free withdrawal       
amount. (See "Expenses-Withdrawal Charge.")                                     

IF IN ANY CONTRACT YEAR YOU TAKE CUMULATIVE WITHDRAWALS THAT EXCEED THE ANNUAL  
BENEFIT PAYMENT, THE TOTAL PAYMENTS THAT THE LIFETIME WITHDRAWAL GUARANTEE      
RIDER GUARANTEES THAT YOU OR YOUR BENEFICIARY WILL RECEIVE FROM THE CONTRACT    
OVER TIME MAY BE LESS THAN THE INITIAL TOTAL GUARANTEED WITHDRAWAL AMOUNT. THIS 
REDUCTION MAY BE SIGNIFICANT AND MEANS THAT RETURN OF YOUR PURCHASE PAYMENTS    
MAY BE LOST. THE LIFETIME WITHDRAWAL GUARANTEE rider charge will continue to be 
deducted and calculated based on the Total Guaranteed Withdrawal Amount until   
termination of the rider.                                                       

RIDER CHARGES. If a Lifetime Withdrawal Guarantee rider is in effect, we will   
continue to assess the Lifetime Withdrawal Guarantee rider charge even in the   
case where your Remaining Guaranteed Withdrawal Amount, as described below,     
equals zero.                                                                    

WITHDRAWAL CHARGE. We will apply a withdrawal charge to withdrawals from        
Purchase Payments of up to 7% of Purchase Payments taken in the first seven     
years (for Series S) or four years (for Series S - L Share Option) following    
receipt of the applicable Purchase Payment. (See "Expenses - Withdrawal Charge  
- Free Withdrawal Amount" and "Access to Your Money - Systematic Withdrawal     
Program.")                                                                      

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

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

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

(See Appendix D for examples of the Lifetime Withdrawal Guarantee.)             

DESCRIPTION OF THE LIFETIME WITHDRAWAL GUARANTEE II                             

TOTAL GUARANTEED WITHDRAWAL AMOUNT. While the Lifetime Withdrawal Guarantee II  
rider is in effect, we guarantee that you will receive a minimum amount over    
time. We refer to this minimum amount as the TOTAL GUARANTEED WITHDRAWAL        
AMOUNT. The initial Total Guaranteed Withdrawal Amount is equal to your initial 
Purchase Payment. We increase the Total Guaranteed Withdrawal Amount (up to a   
maximum of $10,000,000) by each additional Purchase Payment. If you take a      
withdrawal that does not exceed the Annual Benefit Payment (see "Annual Benefit 
Payment" below), then we will not reduce the Total Guaranteed Withdrawal        
Amount. We refer to this type of withdrawal as a Non-Excess Withdrawal. If,     
however, you take a withdrawal that results in cumulative withdrawals for the   
current Contract Year that exceed the Annual Benefit Payment, then we will      
reduce the Total Guaranteed Withdrawal Amount in the same proportion that the   
entire withdrawal (including any applicable withdrawal charges) reduced the     
Account Value. We refer to this type of withdrawal as an Excess Withdrawal.     
THIS REDUCTION MAY BE SIGNIFICANT, PARTICULARLY WHEN THE ACCOUNT VALUE IS LOWER 
THAN THE TOTAL GUARANTEED WITHDRAWAL AMOUNT (SEE "MANAGING YOUR WITHDRAWALS"    
BELOW). Limiting your cumulative withdrawals during a Contract                  

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Year to not more than the Annual Benefit Payment will result in                 
dollar-for-dollar treatment of the withdrawals.                                 

REMAINING GUARANTEED WITHDRAWAL AMOUNT. The REMAINING GUARANTEED WITHDRAWAL     
AMOUNT is the remaining amount you are guaranteed to receive over time. The     
initial Remaining Guaranteed Withdrawal Amount is equal to the initial Total    
Guaranteed Withdrawal Amount. We increase the Remaining Guaranteed Withdrawal   
Amount (up to a maximum of $10,000,000) by additional Purchase Payments, and we 
decrease the Remaining Guaranteed Withdrawal Amount by withdrawals. If you take 
a Non-Excess Withdrawal, we will decrease the Remaining Guaranteed Withdrawal   
Amount, dollar-for-dollar, by the amount of the Non-Excess Withdrawal           
(including any applicable withdrawal charges). If, however, you take an Excess  
Withdrawal, then we will reduce the Remaining Guaranteed Withdrawal Amount in   
the same proportion that the withdrawal (including any applicable withdrawal    
charges) reduces the Account Value. THIS REDUCTION MAY BE SIGNIFICANT,          
PARTICULARLY WHEN THE ACCOUNT VALUE IS LOWER THAN THE REMAINING GUARANTEED      
WITHDRAWAL AMOUNT (SEE "MANAGING YOUR WITHDRAWALS" BELOW). Limiting your        
cumulative withdrawals during a Contract Year to not more than the Annual       
Benefit Payment will result in dollar-for-dollar treatment of the withdrawals.  
As described below under "Annual Benefit Payment," the Remaining Guaranteed     
Withdrawal Amount is the total amount you are guaranteed to receive over time   
if you take your first withdrawal before the Owner or older Joint Owner (or the 
Annuitant if the Owner is a non-natural person) is age 59 1/2. The Remaining    
Guaranteed Withdrawal Amount is also used to calculate an alternate death       
benefit available under the Lifetime Withdrawal Guarantee (see "Additional      
Information" below).                                                            

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

The Automatic Annual Step-Up:                                                   

o    resets the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed 
    Withdrawal Amount to the Account Value on the date of the step-up, up to a
 maximum of $10,000,000, regardless of whether or not you have taken any
withdrawals;                                                          

o    resets the Annual Benefit Payment equal to 5% of the Total Guaranteed      
Withdrawal Amount after the step-up (or 6% if you make your first     
withdrawal during a Contract Year in which the Owner (or older Joint  
   Owner, or Annuitant if the Owner is a non-natural person) attains or will
attain age 76 or older); and                                          

o    may reset the LWG II rider charge to a rate that does not exceed the lower 
   of: (a) the Maximum Automatic Annual Step-Up Charge (1.60% for the Single
   Life version or 1.80% for the Joint Life version) or (b) the current rate
that we would charge for the same rider available for new contract    
purchases at the time of the Automatic Annual Step-Up.                

For contracts issued on or before February 23, 2009, the maximum charge upon an 
---------------------------------------------------                             
Automatic Annual Step-Up is 1.25% (Single Life version) or 1.50% (Joint Life    
version).                                                                       

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

For contracts issued on or before February 23, 2009, if your Total Guaranteed   
---------------------------------------------------                             
Withdrawal Amount is increased due to an Automatic Annual Step-Up on a contract 
anniversary occurring on July 1, 2012 or later, we currently                    

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will increase the rider charge for the Single Life version to 0.95% of the      
Total Guaranteed Withdrawal Amount, and we will increase the rider charge for   
the Joint Life version to 1.20% of the Total Guaranteed Withdrawal Amount,      
applicable after the contract anniversary on which the Automatic Annual Step-Up 
occurs.                                                                         

ANNUAL BENEFIT PAYMENT. The initial ANNUAL BENEFIT PAYMENT is equal to the      
initial Total Guaranteed Withdrawal Amount multiplied by the 5% Withdrawal Rate 
(6% Withdrawal Rate if you make your first withdrawal during a Contract Year in 
which the Owner (or older Joint Owner, or Annuitant if the Owner is a non-      
natural person) attains or will attain age 76 or older). If the Total           
Guaranteed Withdrawal Amount is later recalculated (for example, because of     
additional Purchase Payments, the Automatic Annual Step-Up, or Excess           
Withdrawals), the Annual Benefit Payment is reset equal to the new Total        
Guaranteed Withdrawal Amount multiplied by the 5% Withdrawal Rate (6%           
Withdrawal Rate if you make your first withdrawal during a Contract Year in     
which the Owner (or older Joint Owner, or Annuitant if the Owner is a           
non-natural person) attains or will attain age 76 or older).                    

IT IS IMPORTANT TO NOTE:                                                        

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

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

o    If you take your first withdrawal during a Contract Year in which the Owner
   (or older Joint Owner, or Annuitant if the Owner is a non-natural person)
  attains or will attain age 76 or older, your Annual Benefit payment will
 be set equal to a 6% Withdrawal Rate multiplied by the Total Guaranteed
Withdrawal Amount.                                                    

o    IF YOU HAVE ELECTED THE LWG II, YOU SHOULD CAREFULLY CONSIDER WHEN TO BEGIN
TAKING WITHDRAWALS. IF YOU BEGIN TAKING WITHDRAWALS TOO SOON, YOU MAY 
LIMIT THE VALUE OF THE LWG II. FOR EXAMPLE, IF YOU DELAY TAKING       
   WITHDRAWALS FOR TOO LONG, YOU MAY LIMIT THE NUMBER OF YEARS AVAILABLE FOR
    YOU TO TAKE WITHDRAWALS IN THE FUTURE (DUE TO LIFE EXPECTANCY) AND YOU MAY
BE PAYING FOR A BENEFIT YOU ARE NOT USING.                            

o    You have the option of receiving withdrawals under the LWG II rider or     
    receiving payments under an annuity income option. You should consult with
  your registered representative when deciding how to receive income under
   this contract. In making this decision, you should consider many factors,
including the relative amount of current income provided by the two   
  options, the potential ability to receive higher future payments through
   potential increases to the value of the LWG II (as described below), your
potential need to make additional withdrawals in the future, and the  
relative values to you of the death benefits available prior to       

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and after annuitization. (See "Lifetime Withdrawal Guarantee and      
Annuitization" below.)                                                

MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your       
annual withdrawals. To retain the full guarantees of this rider, your annual    
withdrawals cannot exceed the Annual Benefit Payment each Contract Year. In     
other words, you should not take Excess Withdrawals. We do not include          
withdrawal charges for the purpose of calculating whether you have taken an     
Excess Withdrawal. IF YOU DO TAKE AN EXCESS WITHDRAWAL, WE WILL RECALCULATE THE 
TOTAL GUARANTEED WITHDRAWAL AMOUNT AND REDUCE THE ANNUAL BENEFIT PAYMENT TO THE 
NEW TOTAL GUARANTEED WITHDRAWAL AMOUNT MULTIPLIED BY THE 5% WITHDRAWAL RATE (6% 
WITHDRAWAL RATE IF YOU MAKE YOUR FIRST WITHDRAWAL DURING A CONTRACT YEAR IN     
WHICH THE OWNER (OR OLDER JOINT OWNER, OR ANNUITANT IF THE OWNER IS A NON-      
NATURAL PERSON) ATTAINS OR WILL ATTAIN AGE 76 OR OLDER).                        

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

You can always take Non-Excess Withdrawals. However, if you choose to receive   
only a part of your Annual Benefit Payment in any given Contract Year, your     
Annual Benefit Payment is not cumulative and your Remaining Guaranteed          
Withdrawal Amount and Annual Benefit Payment will not increase. For example,    
since your Annual Benefit Payment is 5% of your Total Guaranteed Withdrawal     
Amount (or 6% if you make your first withdrawal during a Contract Year in which 
the Owner (or older Joint Owner, or Annuitant if the Owner is a non-natural     
person) attains or will attain age 76 or older), you cannot withdraw 3% of the  
Total Guaranteed Withdrawal Amount in one year and then withdraw 7% of the      
Total Guaranteed Withdrawal Amount the next year without making an Excess       
Withdrawal in the second year.                                                  

REQUIRED MINIMUM DISTRIBUTIONS. For IRAs and other contracts subject to Section 
401(a)(9) of the Internal Revenue Code, you may be required to take withdrawals 
to fulfill minimum distribution requirements generally beginning at age 70 1/2. 
These required distributions may be larger than your Annual Benefit Payment. If 
you enroll in the Automated Required Minimum Distribution Program and elect     
annual withdrawals, AFTER THE FIRST CONTRACT YEAR, we will increase your Annual 
Benefit Payment to equal your most recently calculated required minimum         
distribution amount, if such amount is greater than your Annual Benefit         
Payment. Otherwise, any cumulative withdrawals you make to satisfy your         
required minimum distribution amount will be treated as Excess Withdrawals if   
they exceed your Annual Benefit Payment. YOU MUST BE ENROLLED ONLY IN THE       
                                                ----
AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM TO QUALIFY FOR THIS INCREASE IN 
THE ANNUAL BENEFIT PAYMENT. YOU MAY NOT BE ENROLLED IN ANY OTHER SYSTEMATIC     
WITHDRAWAL PROGRAM. THE FREQUENCY OF YOUR WITHDRAWALS MUST BE ANNUAL. THE       
AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM IS BASED ON INFORMATION         
RELATING TO THIS CONTRACT ONLY. To enroll in the Automated Required Minimum     
Distribution Program, please contact our Annuity Service Center.                

INVESTMENT ALLOCATION RESTRICTIONS. If you elect the LWG II rider, there are    
certain investment allocation restrictions. Please see "Purchase - Investment   
Allocation and Other Purchase Payment Restrictions for GMIB Plus II, GMIB Plus  
III, Lifetime Withdrawal Guarantee II, EDB I, and EDB II" above. If you elect   
the LWG II, you may not participate in the Dollar Cost Averaging (DCA) program. 

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. Subsequent Purchase       
Payments under the LWG II rider are restricted as described in "Purchase -      
Restrictions on Subsequent Purchase Payments - GMIB Plus II, GMIB Plus III,     
Lifetime Withdrawal Guarantee II, EDB I, and EDB II."                           

JOINT LIFE VERSION. A Joint Life version of the LWG II rider is available for a 
charge of 1.50% (which may increase upon an Automatic Annual Step-Up to a       
maximum of 1.80%). (See "Automatic Annual Step-Up" above.) Like the Single Life 
version of the LWG II rider, the Joint Life version must be elected at the time 
you purchase                                                                    

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the contract, and the Owner (or older Joint Owner) must be age 85 or younger.   
Under the Joint Life version, when the Owner of the contract dies (or when the  
first Joint Owner dies), the LWG II rider will automatically remain in effect   
only if the spouse is the primary Beneficiary and elects to continue the        
contract under the spousal continuation provisions. (See "Death Benefit-Spousal 
Continuation.") This means that if you purchase the Joint Life version and      
subsequently get divorced, or your spouse is no longer the primary Beneficiary  
at the time of your death, he or she will not be eligible to receive payments   
under the LWG II rider. If the spouse is younger than age 59 1/2 when he or she 
elects to continue the contract, the spouse will receive the Annual Benefit     
Payment each year until the Remaining Guaranteed Withdrawal Amount is depleted. 
If the spouse is age 59 1/2 or older when he or she elects to continue the      
contract, the spouse will receive the Annual Benefit Payment each year for the  
remainder of his or her life. If the first withdrawal was taken before the      
contract Owner died (or before the first Joint Owner died), the Withdrawal Rate 
upon continuation of the contract and LWG II rider by the spouse will be based  
on the age of the contract Owner, or older Joint Owner, at the time the first   
withdrawal was taken (see "Annual Benefit Payment" above).                      

In situations in which a trust is both the Owner and Beneficiary of the         
contract, the Joint Life version of the LWG II would not apply.                 

For contracts issued on or before February 23, 2009, the current charge for the 
---------------------------------------------------                             
Joint Life version is 0.85% (which may increase upon an Automatic Annual        
Step-Up to a maximum of 1.50%). (See "Automatic Annual Step-Up" above.)         

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7.25% COMPOUNDING INCOME AMOUNT. For contracts issued prior to July 13, 2009,   
                             -------------------------------------------
on each contract anniversary until the earlier of: (a) the date of the second   
withdrawal from the contract or (b) the tenth contract anniversary, we increase 
the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed Withdrawal  
Amount by an amount equal to 7.25% multiplied by the Total Guaranteed           
Withdrawal Amount and Remaining Guaranteed Withdrawal Amount before such        
increase (up to a maximum of $10,000,000). We take the Total Guaranteed         
Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount as of the last 
day of the Contract Year to determine the amount subject to the increase. We    
may also increase the Total Guaranteed Withdrawal Amount and Remaining          
Guaranteed Withdrawal Amount by the Automatic Annual Step-Up, if that would     
result in a higher Total Guaranteed Withdrawal Amount and Remaining Guaranteed  
Withdrawal Amount.                                                              

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

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

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

(2)  If you took withdrawals before age 59 1/2, and therefore you are not       
    eligible for lifetime withdrawals under the LWG II rider, elect to receive
  the Annual Benefit Payment paid each year until the Remaining Guaranteed
Withdrawal Amount is depleted. These payments will be equal in amount,
   except for the last payment that will be in an amount necessary to reduce
the Remaining Guaranteed Withdrawal Amount to zero.                   

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

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

DESCRIPTION OF THE LIFETIME WITHDRAWAL GUARANTEE I                              

The Lifetime Withdrawal Guarantee I rider is identical to the Lifetime          
Withdrawal Guarantee II, with the exceptions described below.                   

TOTAL GUARANTEED WITHDRAWAL AMOUNT. The maximum Total Guaranteed Withdrawal     
Amount for the Lifetime Withdrawal Guarantee I rider is $5,000,000. If you      
elect the Lifetime Withdrawal Guarantee I rider and                             

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take an Excess Withdrawal, we will reduce the Total Guaranteed Withdrawal       
Amount by an amount equal to the difference between the Total Guaranteed        
Withdrawal Amount after the withdrawal and the Account Value after the          
withdrawal (if lower). On the other hand, if you elect the LWG II rider and     
take an Excess Withdrawal, we will reduce the Total Guaranteed Withdrawal       
Amount in the same proportion that the withdrawal reduces the Account Value.    

REMAINING GUARANTEED WITHDRAWAL AMOUNT. The maximum Remaining Guaranteed        
Withdrawal Amount for the Lifetime Withdrawal Guarantee I rider is $5,000,000.  
If you elect the Lifetime Withdrawal Guarantee I rider and take a withdrawal,   
we will reduce the Remaining Guaranteed Withdrawal Amount by the amount of each 
withdrawal regardless of whether it is an Excess or Non-Excess withdrawal.      
However, if the withdrawal is an Excess Withdrawal, then we will additionally   
reduce the Remaining Guaranteed Withdrawal Amount to equal the difference       
between the Remaining Guaranteed Withdrawal Amount after the withdrawal and the 
Account Value after the withdrawal (if lower). On the other hand, if you elect  
the LWG II rider and take a withdrawal, we will reduce the Remaining Guaranteed 
Withdrawal Amount by the amount of each withdrawal for withdrawals that are     
Non-Excess Withdrawals and for Excess Withdrawals, we will reduce the Remaining 
Guaranteed Withdrawal Amount in the same proportion that the withdrawal reduces 
the Account Value.                                                              

COMPOUNDING INCOME AMOUNT. If you elect the Lifetime Withdrawal Guarantee I     
rider, on each contract anniversary until the earlier of: (a) the date of the   
first withdrawal from the contract or (b) the tenth contract anniversary, we    
increase the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed    
Withdrawal Amount by an amount equal to 5% multiplied by the Total Guaranteed   
Withdrawal Amount and Remaining Guaranteed Withdrawal Amount before such        
increase. We take the Total Guaranteed Withdrawal Amount and the Remaining      
Guaranteed Withdrawal Amount as of the last day of the Contract Year to         
determine the amount subject to the increase.                                   

ANNUAL BENEFIT PAYMENT. Under the Lifetime Withdrawal Guarantee I, the Annual   
Benefit Payment is set equal to the Total Guaranteed Withdrawal Amount          
multiplied by the 5% Withdrawal Rate (there is no 6% Withdrawal Rate for taking 
later withdrawals).                                                             

AUTOMATIC ANNUAL STEP-UP. If an Automatic Annual Step-Up occurs under the       
Lifetime Withdrawal Guarantee I rider, we may increase the Lifetime Withdrawal  
Guarantee I rider charge to the charge applicable to current contract purchases 
of the same rider at the time of the step-up, but to no more than a maximum of  
0.95% (Single Life version) or 1.40% (Joint Life version) of the Total          
Guaranteed Withdrawal Amount. If your Total Guaranteed Withdrawal Amount is     
increased due to an Automatic Annual Step-Up on a contract anniversary          
occurring on July 1, 2012 or later, we currently will increase the rider charge 
for the Single Life version to 0.80% of the Total Guaranteed Withdrawal Amount, 
and we will increase the rider charge for the Joint Life version to 1.05% of    
the Total Guaranteed Withdrawal Amount, applicable after the contract           
anniversary on which the Automatic Annual Step-Up occurs. Automatic Annual      
Step-Ups may occur on each contract anniversary prior to the Owner's 86th       
birthday.                                                                       

TERMINATION. Termination provision (8) under "Termination of the Lifetime       
Withdrawal Guarantee II Rider" does not apply to the Lifetime Withdrawal        
Guarantee I rider.                                                              

RIDER CHARGE. The charge for the Lifetime Withdrawal Guarantee I rider is 0.50% 
(Single Life version) or 0.70% (Joint Life version) of the Total Guaranteed     
Withdrawal Amount (see "Expenses - Lifetime Withdrawal Guarantee and Guaranteed 
Withdrawal Benefit - Rider Charge").                                            

INVESTMENT ALLOCATION RESTRICTIONS. The investment allocation restrictions that 
apply to the Lifetime Withdrawal Guarantee I rider are different from the       
restrictions that apply to the Lifetime Withdrawal Guarantee II rider. (See     
"Purchase -  Investment Allocation and Other Purchase Payment Restrictions for  
GMIB Plus I and Lifetime Withdrawal Guarantee I.") You may elect to participate 
in the Dollar Cost Averaging (DCA) program, provided that your destination      
Investment Portfolios are one or more of the permitted Investment Portfolios.   

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. Subsequent Purchase       
Payments under the Lifetime Withdrawal Guarantee I rider are restricted as      
described in "Purchase - Restrictions on Subsequent                             

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Purchase Payments for GMIB Plus I and Lifetime Withdrawal Guarantee I."         

8. PERFORMANCE                                                                  

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

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

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

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

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

You should know that for any performance we illustrate, future performance will 
vary and results shown are not necessarily representative of future results.    

9. DEATH BENEFIT                                                                

UPON YOUR DEATH                                                                 

If you die during the Accumulation Phase, we will pay a death benefit to your   
Beneficiary (or Beneficiaries). The Principal Protection death benefit is the   
standard death benefit for your contract. At the time you purchase the          
contract, depending on availability in your state, you can select the optional  
EDB Max I, Enhanced Death Benefit II, or Enhanced Death Benefit I rider. If you 
are 76 years old or older at the effective date of your contract, you are not   
eligible to select the EDB Max I rider, the Enhanced Death Benefit II rider, or 
the Enhanced Death Benefit I rider.                                             

The death benefits are described below. There may be versions of each rider     
that vary by issue date and state availability. In addition, a version of a     
rider may become available (or unavailable) in different states at different    
times. Please check with your registered representative regarding which         
version(s) are available in your state. If you have already been issued a       
contract, please check your contract and riders for the specific provisions     
applicable to you.                                                              

The death benefit is determined as of the end of the Business Day on which we   
receive both due proof of death and an election for the payment method. Where   
there are multiple Beneficiaries, the death benefit will only be determined as  
of the time the first Beneficiary submits the necessary documentation in Good   
Order. If the death benefit payable is an amount that exceeds the Account Value 
on the day it is determined, we will apply to the contract an amount equal to   
the difference between the death benefit payable and the Account Value, in      
accordance with the current allocation of the Account Value. This death benefit 
amount remains in the Investment Portfolios until each of the other             
Beneficiaries submits the necessary documentation in Good Order to claim        
his/her death benefit. (See "General Death Benefit Provisions" below.) Any      
death benefit amounts held in the Investment Portfolios on behalf of the        
remaining Beneficiaries are                                                     

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subject to investment risk. There is no additional death benefit guarantee.     

If you have a Joint Owner, the death benefit will be paid when the first Owner  
dies. Upon the death of either Owner, the surviving Joint Owner will be the     
primary Beneficiary. Any other Beneficiary designation will be treated as a     
contingent Beneficiary, unless instructed otherwise.                            

If a non-natural person owns the contract, the Annuitant will be deemed to be   
the Owner in determining the death benefit. If there are Joint Owners, the age  
of the older Owner will be used to determine the death benefit amount.          

If we are presented with notification of your death before any requested        
transaction is completed (including transactions under a dollar cost averaging  
program, the Automatic Rebalancing Program, the Systematic Withdrawal Program,  
or the Automated Required Minimum Distribution Program), we will cancel the     
request. As described above, the death benefit will be determined when we       
receive both due proof of death and an election for the payment method.         

ENHANCED DEATH BENEFIT AND DECEDENT CONTRACTS                                   

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

STANDARD DEATH BENEFIT - PRINCIPAL PROTECTION                                   

The death benefit will be the greater of:                                       

(1)  the Account Value; or                                                      

(2)  total Purchase Payments, reduced proportionately by the percentage         
reduction in Account Value attributable to each partial withdrawal    
(including any applicable withdrawal charge).                         

If the Owner is a natural person and the Owner is changed to someone other than 
a spouse, the death benefit amount will be determined as defined above; however,
subsection (2) will be changed to provide as follows: "the Account Value as of  
the effective date of the change of Owner, increased by Purchase Payments       
received after the date of the change of Owner, reduced proportionately by the  
percentage reduction in Account Value attributable to each partial withdrawal   
(including any applicable withdrawal charge) made after such date."             

In the event that a Beneficiary who is the spouse of the Owner elects to        
continue the contract in his or her name after the Owner dies, the death        
benefit amount will be determined in accordance with (1) or (2) above.          

(See Appendix E for examples of the Principal Protection death benefit rider.)  

OPTIONAL DEATH BENEFIT - EDB MAX I                                              

In states where approved, you may select the EDB Max I rider (subject to        
investment allocation restrictions) if you are age 75 or younger at the         
effective date of your contract and you either (a) have not elected any living  
benefit rider or (b) have elected the GMIB Max I rider. The Enhanced Death      
Benefit (EDB) riders are referred to in your contract and rider as the          
"Guaranteed Minimum Death Benefit" or GMDB.                                     

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

(1)    the Account Value; or                                                    

(2)    the Death Benefit Base.                                                  

The DEATH BENEFIT BASE provides protection against adverse investment           
experience. It guarantees that the death benefit will not be less than the      
greater of: (1) the highest Account Value on any anniversary (adjusted for      
withdrawals), or (2) the amount of your initial investment (adjusted for        
withdrawals), accumulated at 6% per year.                                       

The Death Benefit Base is the greater of (a) or (b) below:                      

(a)   Highest Anniversary Value: On the date we issue your contract, the
        Highest Anniversary Value is equal to your initial Purchase Payment.
  Thereafter, the Highest Anniversary Value will be increased by
   subsequent Purchase Payments and reduced proportionately by the
      percentage reduction in Account Value attributable to each partial
       withdrawal. The percentage reduction in Account Value is the dollar
         amount of the withdrawal (including any applicable withdrawal charge)
       divided by the Account Value immediately preceding such withdrawal.
         On each contract anniversary prior to your 81st birthday, the Highest
      Anniversary Value will be recalculated to equal the greater of the
     Highest Anniversary Value before the recalculation or the Account
Value on the date of the recalculation.                     

(b)   Annual Increase Amount: On the date we issue                      

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

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

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

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

ANNUAL INCREASE RATE. As noted above, we calculate a Death Benefit Base under   
the EDB Max I rider that helps determine the amount of the death benefit. One   
of the factors used in calculating the Death Benefit Base is called the "annual 
increase rate."                                                                 

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

(a)    6%; or                                                                   

(b)    the required minimum distribution rate (as defined below).               

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

The required minimum distribution rate equals the greater of:                   

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

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

(2b) if you enroll in both the Systematic Withdrawal Program and the            
----                                
Automated Required Minimum Distribution Program, the total withdrawals
  during the Contract Year under (i) the Systematic Withdrawal Program (up
  to a maximum of 6% (item (a) above) of the Annual Increase Amount at the
 beginning of the Contract Year) and (ii) the Automated Required Minimum
 Distribution Program (which can be used to pay out any amount above the
Systematic Withdrawal Program withdrawals that must be withdrawn to   
fulfill minimum distribution requirements at the end of the calendar  
year), divided by the Annual Increase Amount at the beginning of the  
Contract Year.                                                        

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

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

If item (b) above (the required minimum distribution rate) is greater than item 
(a) above, and your total withdrawals during a Contract Year, divided by the    
Annual Increase Amount at the beginning of the Contract Year, exceed the        
                                                  ------
required minimum distribution rate, the required minimum distribution rate is   
not used to calculate the annual increase rate, and the annual increase rate    
will be reduced to 6% (item (a) above). Therefore, the annual increase rate for 
that Contract Year will be lower than the required minimum distribution rate,   
which could have the effect of reducing the value of the death benefit under    
the Enhanced Death Benefit rider.                                               

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

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

(a)  The withdrawal adjustment for each withdrawal in a Contract Year is the    
 value of the Annual Increase Amount immediately prior to the withdrawal
 multiplied by the percentage reduction in Account Value attributable to
  that partial withdrawal (including any applicable withdrawal charge); or

(b)  (1) if total withdrawals in a Contract Year are not                        

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 greater than the annual increase rate multiplied by the Annual Increase
    Amount at the beginning of the Contract Year; (2) if the withdrawals occur
  before the contract anniversary immediately prior to your 91st birthday;
  and (3) if these withdrawals are payable to the Owner (or the Annuitant,
    if the Owner is a non-natural person) or to another payee we agree to, the
  total withdrawal adjustments for that Contract Year will be set equal to
the dollar amount of total withdrawals (including any applicable      
withdrawal charge) in that Contract Year. These withdrawal adjustments
  will replace the withdrawal adjustments defined in (a) immediately above
 and will be treated as though the corresponding withdrawals occurred at
the end of that Contract Year.                                        

As described in (a) immediately above, if in any Contract Year you take         
cumulative withdrawals that exceed the annual increase rate multiplied by the   
Annual Increase Amount at the beginning of the Contract Year, the Annual        
Increase Amount will be reduced in the same proportion that the entire          
withdrawal (including any applicable withdrawal charge) reduced the Account     
Value. This reduction may be significant, particularly when the Account Value   
is lower than the Annual Increase Amount, and could have the effect of reducing 
or eliminating the value of the death benefit under the Enhanced Death Benefit  
rider. Complying with the three conditions described in (b) immediately above   
(including limiting your cumulative withdrawals during a Contract Year to not   
more than the annual increase rate multiplied by the Annual Increase Amount at  
the beginning of the Contract Year) will result in dollar-for-dollar treatment  
of the withdrawals.                                                             

The Highest Anniversary Value does not change after the contract anniversary    
immediately preceding the Owner's 81st birthday, except that it is increased    
for each subsequent Purchase Payment and reduced proportionately by the         
percentage reduction in Account Value attributable to each subsequent           
withdrawal (including any applicable withdrawal charge). The Annual Increase    
Amount does not change after the contract anniversary immediately preceding the 
Owner's 91st birthday, except that it is increased for each subsequent Purchase 
Payment and reduced by the withdrawal adjustments described above.              

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

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

OPTIONAL STEP-UP. On each contract anniversary as permitted, you may elect to   
reset the Annual Increase Amount to the Account Value. An Optional Step-Up may  
be beneficial if your Account Value has grown at a rate above the annual        
increase rate on the Annual Increase Amount (6%). As described below, an        
Optional Step-Up resets the Annual Increase Amount to the Account Value. After  
an Optional Step-Up, the annual increase rate will be applied to the new,       
higher Annual Increase Amount and therefore the amount that may be withdrawn    
without reducing the Annual Increase Amount on a proportionate basis will       
increase. HOWEVER, IF YOU ELECT TO RESET THE ANNUAL INCREASE AMOUNT, WE MAY     
RESET THE RIDER CHARGE TO A RATE THAT DOES NOT EXCEED THE LOWER OF: (A) THE     
MAXIMUM OPTIONAL STEP-UP CHARGE (1.50%) OR (B) THE CURRENT RATE THAT WE WOULD   
CHARGE FOR THE SAME RIDER AVAILABLE FOR NEW CONTRACT PURCHASES AT THE TIME OF   
THE OPTIONAL STEP-UP.                                                           

An Optional Step-Up is permitted only if: (1) the Account Value exceeds the     
Annual Increase Amount immediately before the Optional Step-Up; and (2) the     
Owner (or older Joint Owner, or Annuitant if the contract is owned by a         
non-natural person) is not older than age 80 on the date of the Optional        
Step-Up. If your contract has both a GMIB rider and an Enhanced Death Benefit   
rider, and you would like to elect an Optional Step-Up, you must elect an       
Optional Step-Up for both riders. You may not elect an Optional Step-Up for     
only one of the two riders. Upon the Optional Step-Up, we may reset the rider   
charge, as described above, on one or both riders.                              

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

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

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

The Optional Step-Up:                                                           

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

 (2)   may reset the rider charge to a rate that does not exceed the lower
  of: (a) the Maximum Optional Step-Up Charge (1.50%) or (b) the
      current rate that we would charge for the same rider available for
new contract purchases at the time of the Optional Step-Up. 

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

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

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

If you elect the EDB Max I, you may not participate in the Dollar Cost          
Averaging (DCA) program.                                                        

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

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

Restrictions on Investment Allocations If the EDB Max I Rider Terminates. If    
------------------------------------------------------------------------        
the EDB Max I rider terminates (see "Terminating the EDB Max I Rider"), or if   
you elected both the GMIB Max I rider and the EDB Max I rider and both riders   
terminate, the investment allocation restrictions described above will no       
longer apply and you will be permitted to allocate subsequent Purchase Payments 
or transfer Account Value to any of the available Investment Portfolios.        
However, if you elected both the GMIB Max I rider and the EDB Max I rider, and  
only the GMIB Max I                                                             

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rider has terminated, the investment allocation restrictions described above    
under "Purchase - Investment Allocation and Other Purchase Payment Restrictions 
for GMIB Max I and EDB Max I" will continue to apply.                           

POTENTIAL RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS FOR EDB MAX I. In the    
future, we may choose not to permit Owners of existing contracts with the EDB   
Max I rider to make subsequent Purchase Payments if: (a) the EDB Max I rider is 
no longer available to new customers, or (b) we make certain changes to the     
terms of the EDB Max I rider offered to new customers (for example, if we       
change the EDB Max I rider charge; see your contract schedule for a list of the 
other changes). We will notify Owners of contracts with the EDB Max I rider in  
advance if we impose restrictions on subsequent Purchase Payments. If we impose 
restrictions on subsequent Purchase Payments, contract Owners will still be     
permitted to transfer Account Value among the Investment Portfolios listed      
under "Purchase - Investment Allocation and Other Purchase Payment              
Restrictions for GMIB Max I and EDB Max I."                                     

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS FOR EDB MAX I              

o  If we received your application and necessary information, in Good Order, at 

our MetLife Annuity Service Center before the close of the New York Stock 
  ------
Exchange on September 23, 2011, and you elected the EDB Max I rider, we   
will not accept subsequent Purchase Payments from you after the close of  
the New York Stock Exchange on August 9, 2013. However, we will accept a  
subsequent Purchase Payment received after August 9, 2013 if the Purchase 
Payment was initiated by paperwork for a direct transfer or an exchange   
under Section 1035 of the Internal Revenue Code that we accepted, and     
which was received by our MetLife Annuity Service Center in Good Order,   
before the close of the New York Stock Exchange on August 9, 2013.        

o  If we received your application and necessary information, in Good Order, at 
our MetLife Annuity Service Center after the close of the New York Stock  
 -----
Exchange on September 23, 2011 and on or before October 7, 2011, and you  
elected the EDB Max I rider, we will not accept subsequent Purchase       
Payments from you after the close of the New York Stock Exchange on       
February 24, 2012. However, we will accept a subsequent Purchase Payment  
received after February 24, 2012 if the Purchase Payment was initiated by 
paperwork for a direct transfer or an exchange under Section 1035 of the  
Internal Revenue Code that we accepted, and which was received by our     
MetLife Annuity Service Center in Good Order, before the close of the New 
York Stock Exchange on February 24, 2012.                                 

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

TERMINATING THE EDB MAX I RIDER. The rider will terminate upon the earliest of: 

a)   The date you make a total withdrawal of your Account Value (a pro rata     
portion of the rider charge will be assessed);                        

b)   The date there are insufficient funds to deduct the rider charge from      
your Account Value;                                                   

c)   The date you elect to receive Annuity Payments under the contract (a pro   
rata portion of the rider charge will be assessed);                   

d)   A change of the Owner or Joint Owner (or Annuitant if the Owner is a       
   non-natural person), subject to our administrative procedures (a pro rata
portion of the rider charge will be assessed);                        

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

f)   The date the death benefit amount is determined (excluding the             
  determination of the death benefit amount under the spousal continuation
option); or                                                           

g)   Termination of the contract to which this rider is attached.               

Under our current administrative procedures, we will waive the termination of   
the EDB Max I if you assign a portion of the contract under the following       
limited circumstances: if the assignment is solely for your benefit on account  
of your direct transfer of Account Value under Section 1035 of the Internal     
Revenue Code to fund premiums for a long term care insurance policy or Purchase 
Payments for an annuity contract issued by an insurance company which is not    
our                                                                             

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affiliate and which is licensed to conduct business in any state. All such      
direct transfers are subject to any applicable withdrawal charges.              

THE EDB MAX I RIDER AND ANNUITIZATION. Since the Annuity Date at the time you   
purchase the contract is the later of age 90 of the Annuitant or 10 years from  
contract issue, you must make an election if you would like to extend your      
Annuity Date to the latest date permitted (subject to restrictions that may     
apply in your state, restrictions imposed by your selling firm, and our current 
established administrative procedures). If you elect to extend your Annuity     
Date to the latest date permitted, and that date is reached, your contract must 
be annuitized (see "Annuity Payments (The Income Phase)"), or you must make a   
complete withdrawal of your Account Value. Generally, once your contract is     
annuitized, you are ineligible to receive the death benefit selected. However,  
for contracts purchased with an EDB Max I rider, if you annuitize at the latest 
date permitted, you must elect one of the following options:                    

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

(2)  Elect to receive annuity payments determined by applying the Death         
Benefit Base to the greater of the guaranteed Annuity Option rates for
   this contract at the time of purchase or the current Annuity Option rates
applicable to this class of contract. If you die before the complete  
    return of the Death Benefit Base, your Beneficiary will receive a lump sum
equal to the death benefit determined at annuitization less Annuity   
Payments already paid to the Owner.                                   

If you fail to select one of the above options, we will annuitize your contract 
under the Life Annuity with 10 Years of Annuity Payments Guaranteed Annuity     
Option, unless the payment under option (2) above is greater, in which case we  
will apply option (2) to your contract.                                         

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

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

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

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

Alternatively, you may choose to enroll in both the Automated Required Minimum  
Distribution Program and the Systematic Withdrawal Program (see "Access to Your 
Money - Systematic Withdrawal Program"). In order to avoid taking withdrawals   
that could reduce the Death Benefit Base on a proportionate basis, withdrawals  
under the Systematic Withdrawal Program should not exceed 6% of the Annual      
Increase Amount at the beginning of the Contract Year with the EDB Max I. Any   
amounts above 6% of the Annual Increase Amount that need to be withdrawn to     
fulfill minimum distribution requirements can be paid out at the end of the     
calendar year by the Automated Required Minimum Distribution Program. For       
example, if you elect EDB Max I, enroll in the Systematic Withdrawal Program,   
and elect to receive monthly payments totaling 6% of the Annual Increase        
Amount, you should also enroll in the Automated Required Minimum Distribution   
Program and elect to receive your Automated Required Minimum Distribution       
Program payment on an annual basis, after the Systematic Withdrawal Program     
monthly payment in December.                                                    

If you enroll in either the Automated Required Minimum Distribution Program or  
both the Automated Required Minimum Distribution Program and the Systematic     
Withdrawal Program, you should not make additional withdrawals outside the      
programs. Additional withdrawals may result in the Death Benefit Base being     
reduced on a proportionate basis, and have the effect of reducing or            
eliminating the value of the death benefit provided by the EDB Max I rider.     

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

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OPTIONAL DEATH BENEFIT - ENHANCED DEATH BENEFIT II                              

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

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

(1)    the Account Value; or                                                    

(2)    the Death Benefit Base.                                                  

The DEATH BENEFIT BASE provides protection against adverse investment           
experience. It guarantees that the death benefit will not be less than the      
greater of: (1) the highest Account Value on any anniversary (adjusted for      
withdrawals), or (2) the amount of your initial investment (adjusted for        
withdrawals), accumulated at 5% per year.                                       

The Death Benefit Base is the greater of (a) or (b) below:                      

(a)   Highest Anniversary Value: On the date we issue your contract, the
        Highest Anniversary Value is equal to your initial Purchase Payment.
  Thereafter, the Highest Anniversary Value will be increased by
   subsequent Purchase Payments and reduced proportionately by the
      percentage reduction in Account Value attributable to each partial
       withdrawal. The percentage reduction in Account Value is the dollar
         amount of the withdrawal (including any applicable withdrawal charge)
       divided by the Account Value immediately preceding such withdrawal.
         On each contract anniversary prior to your 81st birthday, the Highest
      Anniversary Value will be recalculated to equal the greater of the
     Highest Anniversary Value before the recalculation or the Account
Value on the date of the recalculation.                     

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

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

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

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

ANNUAL INCREASE RATE. As noted above, we calculate a Death Benefit Base under   
the EDB II rider that helps determine the amount of the death benefit. One of   
the factors used in calculating the Death Benefit Base is called the "annual    
increase rate."                                                                 

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

(a)    5%; or                                                                   

(b)    the required minimum distribution rate (as defined below).               

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

The required minimum distribution rate equals the greater of:                   

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

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

(2b) if you enroll in both the Systematic Withdrawal Program and the            
----                                
Automated Required Minimum Distribution Program, the total withdrawals
  during the Contract Year under (i) the Systematic Withdrawal Program (up
  to a maximum of 5% (item (a) above) of the Annual Increase Amount at the
beginning of the Contract Year) and (ii) the Automated Required       

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Minimum Distribution Program (which can be used to pay out any amount 
    above the Systematic Withdrawal Program withdrawals that must be withdrawn
 to fulfill minimum distribution requirements at the end of the calendar
year), divided by the Annual Increase Amount at the beginning of the  
Contract Year.                                                        

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

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

If item (b) above (the required minimum distribution rate) is greater than item 
(a) above, and your total withdrawals during a Contract Year, divided by the    
Annual Increase Amount at the beginning of the Contract Year, exceed the        
                                                  ------
required minimum distribution rate, the required minimum distribution rate is   
not used to calculate the annual increase rate, and the annual increase rate    
will be reduced to 5% (item (a) above). Therefore, the annual increase rate for 
that Contract Year will be lower than the required minimum distribution rate,   
which could have the effect of reducing the value of the death benefit under    
the Enhanced Death Benefit rider.                                               

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

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

(a)  The withdrawal adjustment for each withdrawal in a Contract Year is the    
 value of the Annual Increase Amount immediately prior to the withdrawal
 multiplied by the percentage reduction in Account Value attributable to
  that partial withdrawal (including any applicable withdrawal charge); or

(b)  (1) if total withdrawals in a Contract Year are not greater than the       
annual increase rate multiplied by the Annual Increase Amount at the  
 beginning of the Contract Year; (2) if the withdrawals occur before the
  contract anniversary immediately prior to your 91st birthday; and (3) if
    these withdrawals are payable to the Owner (or the Annuitant, if the Owner
is a non-natural person) or to another payee we agree to, the total   
withdrawal adjustments for that Contract Year will be set equal to the
 dollar amount of total withdrawals (including any applicable withdrawal
  charge) in that Contract Year. These withdrawal adjustments will replace
 the withdrawal adjustments defined in (a) immediately above and will be
treated as though the corresponding withdrawals occurred at the end of
that Contract Year.                                                   

As described in (a) immediately above, if in any Contract Year you take         
cumulative withdrawals that exceed the annual increase rate multiplied by the   
Annual Increase Amount at the beginning of the Contract Year, the Annual        
Increase Amount will be reduced in the same proportion that the entire          
withdrawal (including any applicable withdrawal charge) reduced the Account     
Value. This reduction may be significant, particularly when the Account Value   
is lower than the Annual Increase Amount, and could have the effect of reducing 
or eliminating the value of the death benefit under the Enhanced Death Benefit  
rider. Complying with the three conditions described in (b) immediately above   
(including limiting your cumulative withdrawals during a Contract Year to not   
more than the annual increase rate multiplied by the Annual Increase Amount at  
the beginning of the Contract Year) will result in dollar-for-dollar treatment  
of the withdrawals.                                                             

The Highest Anniversary Value does not change after the contract anniversary    
immediately preceding the Owner's 81st birthday, except that it is increased    
for each subsequent Purchase Payment and reduced proportionately by the         
percentage reduction in Account Value attributable to each subsequent           
withdrawal (including any applicable withdrawal charge). The Annual Increase    
Amount does not change after the contract anniversary immediately preceding the 
Owner's 91st birthday, except that it is increased for each subsequent Purchase 
Payment and reduced by the withdrawal adjustments described above.              

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

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

OPTIONAL STEP-UP. On each contract anniversary as permitted, you may elect to   
reset the Annual Increase Amount to the Account Value. An Optional Step-Up may  

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be beneficial if your Account Value has grown at a rate above the annual        
increase rate on the Annual Increase Amount (5%). As described below, an        
Optional Step-Up resets the Annual Increase Amount to the Account Value. After  
an Optional Step-Up, the annual increase rate will be applied to the new,       
higher Annual Increase Amount and therefore the amount that may be withdrawn    
without reducing the Annual Increase Amount on a proportionate basis will       
increase. HOWEVER, IF YOU ELECT TO RESET THE ANNUAL INCREASE AMOUNT, WE MAY     
RESET THE RIDER CHARGE TO A RATE THAT DOES NOT EXCEED THE LOWER OF: (A) THE     
MAXIMUM OPTIONAL STEP-UP CHARGE (1.50%) OR (B) THE CURRENT RATE THAT WE WOULD   
CHARGE FOR THE SAME RIDER AVAILABLE FOR NEW CONTRACT PURCHASES AT THE TIME OF   
THE OPTIONAL STEP-UP.                                                           

An Optional Step-Up is permitted only if: (1) the Account Value exceeds the     
Annual Increase Amount immediately before the Optional Step-Up; and (2) the     
Owner (or older Joint Owner, or Annuitant if the contract is owned by a         
non-natural person) is not older than age 80 on the date of the Optional        
Step-Up. If your contract has both a GMIB rider and an Enhanced Death Benefit   
rider, and you would like to elect an Optional Step-Up, you must elect an       
Optional Step-Up for both riders. You may not elect an Optional Step-Up for     
only one of the two riders. Upon the Optional Step-Up, we may reset the rider   
charge, as described above, on one or both riders.                              

You may elect either: (1) a one-time Optional Step-Up at any contract           
anniversary provided the above requirements are met, or (2) Optional Step-Ups   
to occur under the Automatic Annual Step-Up. If you elect Automatic Annual      
Step-Ups, on any contract anniversary while this election is in effect, the     
Annual Increase Amount will reset to the Account Value automatically, provided  
the above requirements are met. The same conditions described above will apply  
to each Automatic Step-Up. You may discontinue this election at any time by     
notifying us in writing, at our Annuity Service Center (or by any other method  
acceptable to us), at least 30 days prior to the contract anniversary on which  
an Optional Step-Up may otherwise occur. Otherwise, it will remain in effect    
through the seventh contract anniversary following the date you make this       
election, at which point you must make a new election if you want Automatic     
Annual Step-Ups to continue. If you discontinue or do not re-elect the          
Automatic Annual Step-Ups, no Optional Step-Up will occur automatically on any  
subsequent contract anniversary unless you make a new election under the terms  
described above. (If you discontinue Automatic Annual Step-Ups, the rider (and  
the rider charge) will continue, and you may choose to elect a one time         
Optional Step-Up or reinstate Automatic Annual Step-Ups as described above.)    

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

The Optional Step-Up:                                                           

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

 (2)   may reset the rider charge to a rate that does not exceed the lower
  of: (a) the Maximum Optional Step-Up Charge (1.50%) or (b) the
      current rate that we would charge for the same rider available for
new contract purchases at the time of the Optional Step-Up. 

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

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

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previously used to calculate the Annual Increase Amount will be set equal to    
zero on the date of the Optional Step-Up.                                       

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

If you elect the EDB II, you may not participate in the Dollar Cost Averaging   
(DCA) program.                                                                  

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. Subsequent Purchase       
Payments under the EDB II rider are restricted as described in "Purchase -      
Restrictions on Subsequent Purchase Payments -  GMIB Plus II, GMIB Plus III,    
Lifetime Withdrawal Guarantee II, EDB I, and EDB II."                           

TERMINATING THE EDB II RIDER. The rider will terminate upon the earliest of:    

a)   The date you make a total withdrawal of your Account Value (a pro rata     
portion of the rider charge will be assessed);                        

b)   The date there are insufficient funds to deduct the rider charge from      
your Account Value;                                                   

c)   The date you elect to receive Annuity Payments under the contract (a pro   
rata portion of the rider charge will be assessed);                   

d)   A change of the Owner or Joint Owner (or Annuitant if the Owner is a       
   non-natural person), subject to our administrative procedures (a pro rata
portion of the rider charge will be assessed);                        

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

f)   The date the death benefit amount is determined (excluding the             
  determination of the death benefit amount under the spousal continuation
option); or                                                           

g)   Termination of the contract to which this rider is attached.               

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

THE EDB II RIDER AND ANNUITIZATION. Since the Annuity Date at the time you      
purchase the contract is the later of age 90 of the Annuitant or 10 years from  
contract issue, you must make an election if you would like to extend your      
Annuity Date to the latest date permitted (subject to restrictions that may     
apply in your state, restrictions imposed by your selling firm, and our current 
established administrative procedures). If you elect to extend your Annuity     
Date to the latest date permitted, and that date is reached, your contract must 
be annuitized (see "Annuity Payments (The Income Phase)"), or you must make a   
complete withdrawal of your Account Value. Generally, once your contract is     
annuitized, you are ineligible to receive the death benefit selected. However,  
for contracts purchased with an EDB II rider, if you annuitize at the latest    
date permitted, you must elect one of the following options:                    

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

(2)  Elect to receive annuity payments determined by applying the Death         
Benefit Base to the greater of the guaranteed Annuity Option rates for
   this contract at the time of purchase or the current Annuity Option rates
applicable to this class of contract. If you die before the complete  
    return of the Death Benefit Base, your Beneficiary will receive a lump sum
equal to the death benefit determined at annuitization less Annuity   
Payments already paid to the Owner.                                   

If you fail to select one of the above options, we will annuitize your contract 
under the Life Annuity with 10 Years of Annuity Payments Guaranteed Annuity     
Option, unless the payment under option (2) above is greater, in which case we  
will apply option (2) to your contract.                                         

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

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

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

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

Alternatively, you may choose to enroll in both the Automated Required Minimum  
Distribution Program and the Systematic Withdrawal Program (see "Access to Your 
Money - Systematic Withdrawal Program"). In order to avoid taking withdrawals   
that could reduce the Death Benefit Base on a proportionate basis, withdrawals  
under the Systematic Withdrawal Program should not exceed 5% of the Annual      
Increase Amount at the beginning of the Contract Year with the EDB II. Any      
amounts above 5% of the Annual Increase Amount that need to be withdrawn to     
fulfill minimum distribution requirements can be paid out at the end of the     
calendar year by the Automated Required Minimum Distribution Program. For       
example, if you elect EDB II, enroll in the Systematic Withdrawal Program, and  
elect to receive monthly payments totaling 5% of the Annual Increase Amount,    
you should also enroll in the Automated Required Minimum Distribution Program   
and elect to receive your Automated Required Minimum Distribution Program       
payment on an annual basis, after the Systematic Withdrawal Program monthly     
payment in December.                                                            

If you enroll in either the Automated Required Minimum Distribution Program or  
both the Automated Required Minimum Distribution Program and the Systematic     
Withdrawal Program, you should not make additional withdrawals outside the      
programs. Additional withdrawals may result in the Death Benefit Base being     
reduced on a proportionate basis, and have the effect of reducing or            
eliminating the value of the death benefit provided by the EDB II rider.        

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

DESCRIPTION OF ENHANCED DEATH BENEFIT I                                         

In states where approved, the Enhanced Death Benefit I was available with       
contracts issued before July 19, 2010.                                          

EDB I is identical to EDB II, with the following exceptions:                    

(1)  The EDB I Death Benefit Base and withdrawal adjustments are calculated     
   as described above for EDB II, except that the annual increase rate is 5%
per year through the contract anniversary prior to the Owner's 91st   
 birthday and 0% thereafter. Item (b) under "Annual Increase Rate" above
  (regarding the required minimum distribution rate) does not apply to the
   calculation of the Death Benefit Base or the withdrawal adjustments under
the EDB I rider.                                                      

(2)  The rider charges for the EDB I rider are different. See "Expenses -       
Death Benefit Rider Charges."                                         

CURRENT RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. Subsequent Purchase       
Payments under the EDB I rider are restricted as described in "Purchase -       
Restrictions on Subsequent Purchase Payments - GMIB Plus II, GMIB Plus III,     
Lifetime Withdrawal Guarantee II, EDB I, and EDB II."                           

For contracts issued based on applications and necessary information received   
-----------------------------------------------------------------------------   
in Good Order at our Annuity Service Center on or before May 1, 2009, we        
--------------------------------------------------------------------            
offered an earlier version of the Enhanced Death Benefit I rider. The earlier   
version is the same as the Enhanced Death Benefit I rider described above       
except that: (a) the annual increase rate for the Annual Increase Amount and    
for withdrawal adjustments is 6%; (b) different investment allocation           
restrictions apply (see "Purchase - Investment Allocation and Other Purchase    
Payment Restrictions for GMIB Plus II, GMIB Plus III, Lifetime Withdrawal       
Guarantee II, EDB I, and EDB II"); and (c) different rider charges apply (see   
"Expenses - Death Benefit Rider Charges").                                      

GENERAL DEATH BENEFIT PROVISIONS                                                

The death benefit amount remains in the Separate Account until distribution     
begins. From the time the death benefit is                                      

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determined until complete distribution is made, any amount in the Separate      
Account will continue to be subject to investment risk. This risk is borne by   
the Beneficiary.                                                                

Please check with your registered representative regarding the availability of  
the following in your state.                                                    

If the Beneficiary under a Qualified Contract is the Annuitant's spouse, the    
tax law generally allows distributions to begin by the year in which the        
Annuitant would have reached 70 1/2 (which may be more or less than five years  
after the Annuitant's death).                                                   

A Beneficiary must elect the death benefit to be paid under one of the payment  
options (unless the Owner has previously made the election). The entire death   
benefit must be paid within five years of the date of death unless the          
Beneficiary elects to have the death benefit payable under an Annuity Option.   
The death benefit payable under an Annuity Option must be paid over the         
Beneficiary's lifetime or for a period not extending beyond the Beneficiary's   
life expectancy. For Non-Qualified Contracts, payment must begin within one     
year of the date of death. For Qualified Contracts, payment must begin no later 
than the end of the calendar year immediately following the year of death.      

We may also offer a payment option, for both Non-Qualified Contracts and        
certain Qualified Contracts, under which your Beneficiary may receive payments, 
over a period not extending beyond his or her life expectancy, under a method   
of distribution similar to the distribution of required minimum distributions   
from Individual Retirement Accounts. If this option is elected, we will issue a 
new contract to your Beneficiary in order to facilitate the distribution of     
payments. Your Beneficiary may choose any optional death benefit available      
under the new contract. Upon the death of your Beneficiary, the death benefit   
would be required to be distributed to your Beneficiary's Beneficiary at least  
as rapidly as under the method of distribution in effect at the time of your    
Beneficiary's death. (See "Federal Income Tax Status.") To the extent permitted 
under the tax law, and in accordance with our procedures, your designated       
Beneficiary is permitted under our procedures to make additional Purchase       
Payments consisting of monies which are direct transfers (as permitted under    
tax law) from other Qualified Contracts or Non-Qualified Contracts, depending   
on which type of contract you own, held in the name of the decedent. Any such   
additional Purchase Payments would be subject to applicable withdrawal charges. 
Your Beneficiary is also permitted to choose some of the optional benefits      
available under the contract, but certain contract provisions or programs may   
not be available.                                                               

If a lump sum payment is elected and all the necessary requirements are met,    
the payment will be made within 7 days. Payment to the Beneficiary under an     
Annuity Option may only be elected during the 60 day period beginning with the  
date we receive due proof of death.                                             

If the Owner or a Joint Owner, who is not the Annuitant, dies during the Income 
Phase, any remaining payments under the Annuity Option elected will continue at 
least as rapidly as under the method of distribution in effect at the time of   
the Owner's death. Upon the death of the Owner or a Joint Owner during the      
Income Phase, the Beneficiary becomes the Owner.                                

SPOUSAL CONTINUATION                                                            

If the primary Beneficiary is the spouse of the Owner, upon the Owner's death,  
the Beneficiary may elect to continue the contract in his or her own name. Upon 
such election, the Account Value will be adjusted upward (but not downward) to  
an amount equal to the death benefit amount determined upon such election and   
receipt of due proof of death of the Owner. Any excess of the death benefit     
amount over the Account Value will be allocated to each applicable Investment   
Portfolio in the ratio that the Account Value in the Investment Portfolio bears 
to the total Account Value. The terms and conditions of the contract that       
applied prior to the Owner's death will continue to apply, with certain         
exceptions described in the contract.                                           

For purposes of the death benefit on the continued contract, the death benefit  
is calculated in the same manner as it was prior to continuation except that    
all values used to calculate the death benefit, which may include a highest     
anniversary value and/or an annual increase amount (depending on whether you    
elected an optional death benefit), are reset on the date the spouse continues  
the contract. If the contract includes both the GMIB Max I and EDB Max I        
riders, the Annual Increase Amount for the GMIB Max I rider is also reset on    
the date the spouse continues the contract. If the contract includes both the   
GMIB Plus III or GMIB Plus II and Enhanced Death Benefit II or Enhanced Death   
Benefit I riders, the Annual                                                    

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Increase Amount for the GMIB Plus III or GMIB Plus II rider is also reset on    
the date the spouse continues the contract.                                     

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

DEATH OF THE ANNUITANT                                                          

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

Upon the death of the Annuitant after Annuity Payments begin, the death         
benefit, if any, will be as provided for in the Annuity Option selected. Death  
benefits will be paid at least as rapidly as under the method of distribution   
in effect at the Annuitant's death.                                             

CONTROLLED PAYOUT                                                               

You may elect to have the death benefit proceeds paid to your Beneficiary in    
the form of Annuity Payments for life or over a period of time that does not    
exceed your Beneficiary's life expectancy. This election must be in writing in  
a form acceptable to us. You may revoke the election only in writing and only   
in a form acceptable to us. Upon your death, the Beneficiary cannot revoke or   
modify your election. The Controlled Payout is only available to Non-Qualified  
Contracts.                                                                      

10. FEDERAL INCOME TAX STATUS                                                   

INTRODUCTION                                                                    

The following information on taxes is a general discussion of the subject. It   
is not intended as tax advice. The Internal Revenue Code (the Code) and the     
provisions of the Code that govern the contract are complex and subject to      
change. The applicability of federal income tax rules may vary with your        
particular circumstances. This discussion does not include all the federal      
income tax rules that may affect you and your contract. Nor does this           
discussion address other federal tax consequences (such as estate and gift      
taxes, sales to foreign individuals or entities), or state or local tax         
consequences, which may affect your investment in the contract. As a result,    
you should always consult a tax adviser for complete information and advice     
applicable to your individual situation.                                        

You are responsible for determining whether your purchase of a contract,        
withdrawals, income payments and any other transactions under your contract     
satisfy applicable tax law. We are not responsible for determining if your      
employer's plan or arrangement satisfies the requirements of the Code and/or    
the Employee Retirement Income Security Act of 1974 (ERISA).                    

We do not expect to incur federal, state or local income taxes on the earnings  
or realized capital gains attributable to the Separate Account. However, if we  
do incur such taxes in the future, we reserve the right to charge amounts       
allocated to the Separate Account for these taxes.                              

To the extent permitted under federal tax law, we may claim the benefit of the  
corporate dividends received deduction and of certain foreign tax credits       
attributable to taxes paid by certain of the Investment Portfolios to foreign   
jurisdictions.                                                                  

Any Code reference to "spouse" includes those persons who are married spouses   
under state law, regardless of sex.                                             

NON-QUALIFIED CONTRACTS                                                         

A "Non-Qualified Contract" discussed here assumes the contract is an annuity    
contract for federal income tax purposes, but the contract is not held in a tax 
qualified "plan" defined by the Code. Tax qualified plans include arrangements  
described in Code Sections 401(a), 401(k), 403(a), 403(b) or tax sheltered      
annuities (TSA), 408 or "IRAs" (including SEP and SIMPLE IRAs), 408A or "Roth   
IRAs" or 457(b) or governmental 457(b) plans. Contracts owned through such      
plans are referred to below as "Qualified Contracts."                           

INVESTOR CONTROL                                                                

In certain circumstances, Owners of variable annuity Non-Qualified Contracts    
have been considered to be the owners of the assets of the underlying Separate  
Account for federal income tax purposes due to their ability to exercise        
investment control over those assets. When this is the case, the contract       
Owners have been currently taxed on income and gains attributable to the        
variable account assets. There is little guidance in this area, and some        
features of the contract, such as the number of Investment Portfolios available 
and the flexibility of the contract Owner to allocate Purchase Payments and     
transfer amounts among the Investment Portfolios have not been addressed in     
public                                                                          

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rulings. While we believe that the contract does not give the contract Owner    
investment control over Separate Account assets, we reserve the right to modify 
the contract as necessary to prevent a contract Owner from being treated as the 
owner of the Separate Account assets supporting the contract.                   

ACCUMULATION                                                                    

Generally, an Owner of a Non-Qualified Contract is not taxed on increases in    
the value of the contract until there is a distribution from the contract,      
either as surrenders, partial withdrawals, or income payments. This deferral of 
taxation on accumulated value in the contract is limited to contracts owned by  
or held for the benefit of "natural persons." A contract will be treated as     
held by a natural person even if the nominal Owner is a trust or other entity   
which holds the contract as an agent for a natural person.                      

In contrast, a contract owned by other than a "natural person," such as a       
corporation, partnership, trust, or other entity, will be taxed currently on    
the increase in accumulated value in the contract in the year earned. Note that 
in this regard, an employer which is the Owner of an annuity contract under a   
non-qualified deferred compensation arrangement for its employees would be      
considered a non-natural Owner and the annual increase in the Account Value     
would be subject to current income taxation.                                    

SURRENDERS OR WITHDRAWALS - EARLY DISTRIBUTION                                  

If you take a withdrawal from your contract, or surrender your contract prior   
to the date you commence taking annuity or "income" payments (the "Annuity      
Starting Date"), the amount you receive will be treated first as coming from    
earnings (and thus subject to income tax) and then from your Purchase Payments  
(which are not subject to income tax). If the accumulated value is less than    
your Purchase Payments upon surrender of your contract, you might be able to    
claim the loss on your federal income taxes as a miscellaneous itemized         
deduction.                                                                      

The portion of any withdrawal or distribution from an annuity contract that is  
subject to income tax will also be subject to a 10% federal income tax penalty  
for "early" distribution if such withdrawal or distribution is taken prior to   
you reaching age 59 1/2, unless the distribution was made:                      

(a)  on account of your death or disability,                                    

(b)  as part of a series of substantially equal periodic payments payable for   
your life or joint lives of you and your designated Beneficiary, or   

(c)  under certain immediate income annuities providing for substantially       
equal payments made at least annually.                                

If you receive systematic payments that you intend to qualify for the           
"substantially equal periodic payments" exception noted above, any              
modifications (except due to death or disability) to your payment before age    
59 1/2 or within five years after beginning these payments, whichever is later, 
will result in the retroactive imposition of the 10% federal income tax penalty 
with interest. Such modifications may include additional Purchase Payments or   
withdrawals (including tax-free transfers or rollovers of income payments) from 
the contract.                                                                   

If your contract has been purchased with an Optional Two Year Withdrawal        
Feature or is for a guaranteed period only (term certain) annuity, and is       
terminated as a result of the exercise of the withdrawal feature, the taxable   
portion of the payment will generally be the excess of the proceeds received    
over your remaining after-tax Purchase Payment.                                 

For Non-Qualified Contracts, amounts received under the exercise of a partial   
withdrawal may be fully includible in taxable income. The entire amount of the  
withdrawal could be treated as taxable income. Exercise of either withdrawal    
feature may adversely impact the amount of subsequent payments which can be     
treated as a nontaxable return of investment.                                   

TREATMENT OF SEPARATE ACCOUNT CHARGES                                           

It is possible that at some future date the Internal Revenue Service (IRS) may  
consider that contract charges attributable to certain guaranteed death         
benefits and certain living benefits are to be treated as distributions from    
the contract to pay for such non-annuity benefits. Currently, these charges are 
considered to be an intrinsic part of the contract and we do not report these   
as taxable income. However, if this treatment changes in the future, the charge 
could also be subject to a 10% federal income tax penalty as an early           
distribution, as described above.                                               

GUARANTEED WITHDRAWAL BENEFITS                                                  

If you have purchased the Lifetime Withdrawal Guarantee, where otherwise made   
available, note the following:                                                  

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

In the event that the Account Value goes to zero, and either the Remaining      
Guaranteed Withdrawal Amount is paid out in fixed installments or the Annual    
Benefit Payment is paid for life, we will treat such payments as income Annuity 
Payments under the tax law and allow recovery of any remaining basis ratably    
over the expected number of payments.                                           

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

AGGREGATION                                                                     

If you purchase two or more deferred annuity contracts from us (or our          
affiliates) during the same calendar year (after October 21, 1988), the law     
requires that all such contracts must be treated as a single contract for       
purposes of determining whether any payments not received as an annuity (e.g.,  
withdrawals) will be includible in income. Aggregation could affect the amount  
of a withdrawal that is taxable and subject to the 10% federal income tax       
penalty described above. Since the IRS may require aggregation in other         
circumstances as well, you should consult a tax adviser if you are purchasing   
more than one annuity contract from the same insurance company in a single      
calendar year. Aggregation does not affect distributions paid in the form of an 
annuity (see "Taxation of Payments in Annuity Form" below).                     

EXCHANGES/TRANSFERS                                                             

The annuity contract may be exchanged in whole or in part for another annuity   
contract or a long-term care insurance policy. The exchange for another annuity 
contract may be a tax-free transaction provided that, among other prescribed    
IRS conditions, no amounts are distributed from either contract involved in the 
exchange for 180 days following the date of the exchange - other than Annuity   
Payments made for life, joint lives, or for a term of 10 years or more.         
Otherwise, a withdrawal or "deemed" distribution may be includible in your      
taxable income (plus a 10% federal income tax penalty) to the extent that the   
accumulated value of your annuity exceeds your investment in the contract (your 
"gain"). The opportunity to make partial annuity exchanges was provided by the  
IRS in 2011 and some ramifications of such an exchange remain unclear. If the   
annuity contract is exchanged in part for an additional annuity contract, a     
distribution from either contract may be taxable to the extent of the combined  
gain attributable to both contracts, or only to the extent of your gain in the  
contract from which the distribution is paid. It is not clear whether this      
guidance applies to a partial exchange involving long-term care contracts.      
Consult your tax adviser prior to a partial exchange.                           

A transfer of ownership of the contract, or the designation of an Annuitant or  
other Beneficiary who is not also the contract Owner, may result in income or   
gift tax consequences to the contract Owner. You should consult your tax        
adviser if you are considering such a transfer or assignment.                   

DEATH BENEFITS                                                                  

The death benefit is taxable to the recipient in the same manner as if paid to  
the contract Owner (under the rules for withdrawals or income payments,         
whichever is applicable).                                                       

After your death, any death benefit determined under the contract must be       
distributed according to certain rules. The method of distribution that is      
required depends on whether you die before or after the Annuity Starting Date.  
If you die on or after the Annuity Starting Date, the remaining portion of the  
interest in the contract must be distributed at least as rapidly as under the   
method of distribution being used as of the date of death. If you die before    
the Annuity                                                                     

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Starting Date, the entire interest in the contract must be distributed within   
five (5) years after the date of death, or as periodic payments over a period   
not extending beyond the life or life expectancy of the designated Beneficiary  
(provided such payments begin within one year of your death). Your designated   
Beneficiary is the person to whom benefit rights under the contract pass by     
reason of death; the Beneficiary must be a natural person in order to elect a   
periodic payment option based on life expectancy or a period exceeding five     
years. Additionally, if the annuity is payable to (or for the benefit of) your  
surviving spouse, that portion of the contract may be continued with your       
spouse as the Owner. For contracts owned by a non-natural person, the required  
distribution rules apply upon the death of the Annuitant. If there is more than 
one Annuitant of a contract held by a non-natural person, then such required    
distributions will be triggered by the death of the first co-Annuitant.         

TAXATION OF PAYMENTS IN ANNUITY FORM                                            

When payments are received from the contract in the form of an annuity,         
normally the Annuity Payments are taxable as ordinary income to the extent that 
payments exceed the portion of the payment determined by applying the exclusion 
ratio to the entire payment. The exclusion ratio of a contract is determined at 
the time the contract's accumulated value is converted to an annuity form of    
distribution. Generally, the applicable exclusion ratio is your investment in   
the contract divided by the total payments you are expected to receive based on 
IRS rules which consider such factors, such as the form of annuity and          
mortality. The excludable portion of each Annuity Payment is the return of      
investment in the contract and it is excludable from your taxable income until  
your investment in the contract is fully recovered. We will make this           
calculation for you. However, it is possible that the IRS could conclude that   
the taxable portion of income payments under a Non-Qualified Contract is an     
amount greater - or less - than the taxable amount determined by us and         
reported by us to you and the IRS.                                              

Once you have recovered the investment in the contract, further Annuity         
Payments are fully taxable. If you die before your investment in the contract   
is fully recovered, the balance may be deducted on your last tax return, or if  
Annuity Payments continue after your death, the balance may be deducted by your 
Beneficiary.                                                                    

The IRS has not furnished explicit guidance as to how the excludable amount is  
to be determined each year under variable income annuities that permit          
transfers between a fixed annuity option and variable investment options, as    
well as transfers between investment options after the Annuity Starting Date.   
Once Annuity Payments have commenced, you may not be able to make transfer      
withdrawals to another Non-Qualified Contract or a long-term care contract in a 
tax-free exchange.                                                              

If you receive payments that you intend to qualify for the "substantially equal 
periodic payments" exception noted above, any modifications (except due to      
death or disability) to your payment before age 59 1/2 or within five years     
after beginning these payments, whichever is later, will result in the          
retroactive imposition of the 10% federal income tax penalty with interest.     
Such modifications may include additional Purchase Payments or withdrawals      
(including tax-free transfers or rollovers of income payments) from the         
contract.                                                                       

If the contract allows, you may elect to convert less than the full value of    
your contract to an annuity form of pay-out (i.e., "partial annuitization"). In 
this case, your investment in the contract will be pro-rated between the        
annuitized portion of the contract and the deferred portion. An exclusion ratio 
will apply to the Annuity Payments as described above, provided the annuity     
form you elect is payable for at least 10 years or for the life of one or more  
individuals.                                                                    

3.8% TAX ON NET INVESTMENT INCOME                                               

Federal tax law imposes a 3.8% Medicare tax on the lesser of:                   

(1)  the taxpayer's "net investment income," (from non-qualified                
    annuities, interest, dividends, and other investments, offset by specified
allowable deductions), or                                             

(2)  the taxpayer's modified adjusted gross income in excess of a specified     
 income threshold ($250,000 for married couples filing jointly, $125,000
for married couples filing separately, and $200,000 otherwise).       

"Net investment income" in Item 1 above does not include distributions from tax 
qualified plans, (i.e., arrangements described in Code Sections 401(a), 403(a), 
403(b), 408, 408A, or 457(b)), but such income will increase modified adjusted  
gross income in Item 2 above.                                                   

You should consult your tax adviser regarding the applicability of this tax to  
income under your annuity contract.                                             

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PUERTO RICO TAX CONSIDERATIONS                                                  

The Puerto Rico Internal Revenue Code of 2011 (the "2011 PR Code") taxes        
distributions from Non-Qualified Contracts differently than in the U.S.         

Distributions that are not in the form of an annuity (including partial         
surrenders and period certain payments) are treated under the 2011 PR Code      
first as a return of investment. Therefore, a substantial portion of the        
amounts distributed generally will be excluded from gross income for Puerto     
Rico tax purposes until the cumulative amount paid exceeds your tax basis.      

The amount of income on annuity distributions in annuity form (payable over     
your lifetime) is also calculated differently under the 2011 PR Code. Since the 
U.S. source income generated by a Puerto Rico bona fide resident is subject to  
U.S. income tax and the IRS issued guidance in 2004 which indicated that the    
income from an annuity contract issued by a U.S. life insurer would be          
considered U.S. source income, the timing of recognition of income from an      
annuity contract could vary between the two jurisdictions. Although the 2011 PR 
Code provides a credit against the Puerto Rico income tax for U.S. income taxes 
paid, an individual may not get full credit because of the timing differences.  
You should consult with a personal tax adviser regarding the tax consequences   
of purchasing an annuity contract and/or any proposed distribution,             
particularly a partial distribution or election to annuitize if you are a       
resident of Puerto Rico.                                                        

QUALIFIED CONTRACTS                                                             

INTRODUCTION                                                                    

The contract may be purchased through certain types of retirement plans that    
receive favorable treatment under the Code ("tax qualified plans").             
Tax-qualified plans include arrangements described in Code Sections 401(a),     
401(k), 403(a), 403(b) or tax sheltered annuities (TSA), 408 or "IRAs"          
(including SEP and SIMPLE IRAs), 408A or "Roth IRAs" or 457 (b) or 457(b)       
governmental plans. Extensive special tax rules apply to qualified plans and to 
the annuity contracts used in connection with these plans. Therefore, the       
following discussion provides only general information about the use of the     
contract with the various types of qualified plans. Adverse tax consequences    
may result if you do not ensure that contributions, distributions and other     
transactions with respect to the contract comply with the law.                  

The rights to any benefit under the plan will be subject to the terms and       
conditions of the plan itself as well as the terms and conditions of the        
contract.                                                                       

We exercise no control over whether a particular retirement plan or a           
particular contribution to the plan satisfies the applicable requirements of    
the Code, or whether a particular individual is entitled to participate or      
benefit under a plan.                                                           

All qualified plans and arrangements receive tax deferral under the Code. Since 
there are no additional tax benefits in funding such retirement arrangements    
with an annuity, there should be reasons other than tax deferral for acquiring  
the annuity within the plan. Such non-tax benefits may include additional       
insurance benefits, such as the availability of a guaranteed income for life.   

A contract may also be available in connection with an employer's non-qualified 
deferred compensation plan and qualified governmental excess benefit            
arrangement to provide benefits to certain employees in the plan. The tax rules 
regarding these plans are complex. We do not provide tax advice. Please consult 
your tax adviser about your particular situation.                               

ACCUMULATION                                                                    

The tax rules applicable to qualified plans vary according to the type of plan  
and the terms and conditions of the plan itself. Both the amount of the         
contribution that may be made and the tax deduction or exclusion that you may   
claim for that contribution are limited under qualified plans. See the SAI for  
a description of qualified plan types and annual current contribution           
limitations, which are subject to change from year-to-year.                     

Purchase payments or contributions to IRAs or tax qualified retirement plans of 
an employer may be taken from current income on a before tax basis or after tax 
basis. Purchase payments made on a "before tax" basis entitle you to a tax      
deduction or are not subject to current income tax. Purchase payments made on   
an "after tax" basis do not reduce your taxable income or give you a tax        
deduction. Contributions may also consist of transfers or rollovers as          
described below which are not subject to the annual limitations on              
contributions.                                                                  

The contract will accept as a single Purchase Payment a transfer or rollover    
from another IRA or rollover from an eligible retirement plan of an employer    
(i.e., 401(a), 401(k),                                                          

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403(a), 403(b), or governmental 457(b) plan). It will also accept a rollover or 
transfer from a SIMPLE IRA after the taxpayer has participated in such          
arrangement for at least two years. As part of the single Purchase Payment, the 
IRA contract will also accept an IRA contribution subject to the Code limits    
for the year of purchase.                                                       

For income annuities established as "pay-outs" of SIMPLE IRAs, the contract     
will only accept a single Purchase Payment consisting of a transfer or rollover 
from another SIMPLE IRA. For income annuities established in accordance with a  
distribution option under a retirement plan of an employer (e.g., 401(a),       
401(k), 403(a), 403(b), or 457(b) plan), the contract will only accept as its   
single Purchase Payment a transfer from such employer retirement plan.          

TAXATION OF ANNUITY DISTRIBUTIONS                                               

If contributions are made on a "before tax" basis, you generally pay income     
taxes on the full amount of money you withdraw as well as income earned under   
the contract. Withdrawals attributable to any after-tax contributions are your  
basis in the contract and not subject to income tax (except for the portion of  
the withdrawal allocable to earnings). Under current federal income tax rules,  
the taxable portion of distributions under annuity contracts and qualified      
plans (including IRAs) is not eligible for the reduced tax rate applicable to   
long-term capital gains and qualifying dividends.                               

If you meet certain requirements, your Roth IRA, Roth 403(b) and Roth 401(k)    
earnings are free from federal income taxes.                                    

With respect to IRA contracts, we will withhold a portion of the taxable amount 
of your withdrawal for income taxes, unless you elect otherwise. The amount we  
withhold is determined by the Code.                                             

GUARANTEED WITHDRAWAL BENEFITS                                                  

If you have purchased the Lifetime Withdrawal Guarantee benefit (LWG), where    
otherwise made available, note the following:                                   

In the event that the Account Value goes to zero, and either the Remaining      
Guaranteed Withdrawal Amount is paid out in fixed installments or the Annual    
Benefit Payment is paid for life, we will treat such payments as income Annuity 
Payments under the tax law and allow recovery of any remaining basis ratably    
over the expected number of payments.                                           

In determining your required minimum distribution each year, the actuarial      
value of this benefit as of the prior December 31 must be taken into account in 
addition to the Account Value of the contract.                                  

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

In the event that the Account Value goes to zero, and either the Remaining      
Guaranteed Withdrawal Amount is paid out in fixed installments or the Annual    
Benefit Payment is paid for life, we will treat such payments as income Annuity 
Payments under the tax law and allow recovery of any remaining basis ratably    
over the expected number of payments.                                           

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

WITHDRAWALS PRIOR TO AGE 59 1/2                                                 

A taxable withdrawal or distribution from a qualified plan which is subject to  
income tax may also be subject to a 10% federal income tax penalty for "early"  
distribution if taken prior to age 59 1/2, unless an exception described below  
applies. The penalty rate is 25% for SIMPLE plan contracts if the distribution  
occurs within the first 2 years of your participation in the plan.              

These exceptions include distributions made:                                    

(a)  on account of your death or disability, or                                 

(b)  as part of a series of substantially equal periodic payments payable for   
your life or joint lives of you and                                   

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your designated Beneficiary and you are separated from employment.    

If you receive systematic payments that you intend to qualify for the           
"substantially equal periodic payments" exception noted above, any              
modifications (except due to death or disability) to your payment before age    
59 1/2 or within five years after beginning these payments, whichever is later, 
will result in the retroactive imposition of the 10% federal income tax penalty 
with interest. Such modifications may include additional Purchase Payments or   
withdrawals (including tax-free transfers or rollovers of income payments) from 
the contract.                                                                   

In addition, a withdrawal or distribution from a Qualified Contract other than  
an IRA (including SEPs and SIMPLEs) will avoid the penalty if: (1) the          
distribution is on separation from employment after age 55; (2) the             
distribution is made pursuant to a qualified domestic relations order (QDRO);   
(3) the distribution is to pay deductible medical expenses; or (4) if the       
distribution is to pay IRS levies (and made after December 31, 1999).           

The 10% federal income tax penalty on early distribution does not apply to      
governmental 457(b) plan contracts. However, it does apply to distributions     
from 457(b) plans of employers which are state or local governments to the      
extent that the distribution is attributable to rollovers accepted from other   
types of eligible retirement plans.                                             

In addition to death, disability and as part of a series of substantially equal 
periodic payments as indicated above, a withdrawal or distribution from an IRA  
(including SEPs and SIMPLEs and Roth IRAs) will avoid the penalty: (1) if the   
distribution is to pay deductible medical expenses; (2) if the distribution is  
to pay IRS levies (and made after December 31, 1999); (3) if the distribution   
is used to pay for medical insurance (if you are unemployed), qualified higher  
education expenses, or for a qualified first time home purchase up to $10,000.  
Other exceptions may be applicable under certain circumstances and special      
rules may be applicable in connection with the exceptions enumerated above.     

COMMUTATION FEATURES UNDER INCOME PAYMENT TYPES                                 

Please be advised that the tax consequences resulting from the election of an   
income payment types containing a commutation feature are uncertain and the IRS 
may determine that the taxable amount of income payments and withdrawals        
received for any year could be greater than or less than the taxable amount     
reported by us. The exercise of the commutation feature also may result in      
adverse tax consequences including:                                             

o    The imposition of a 10% federal income tax penalty on the taxable amount of
the commuted value, if the taxpayer has not attained age 59 1/2 at the
time the withdrawal is made. This 10% federal income tax penalty is in
   addition to the ordinary income tax on the taxable amount of the commuted
value.                                                                

o    The retroactive imposition of the 10% federal income tax penalty on income 
payments received prior to the taxpayer attaining age 59 1/2.         

o    The possibility that the exercise of the commutation feature could         
adversely affect the amount excluded from federal income tax under any
income payments made after such commutation.                          

A payee should consult with his or her own tax adviser prior to electing to     
annuitize the contract and prior to exercising any commutation feature under an 
income payment type.                                                            

ROLLOVERS                                                                       

Your contract is non-forfeitable (i.e., not subject to the claims of your       
creditors) and non-transferable (i.e., you may not transfer it to someone       
else).                                                                          

Nevertheless, contracts held in certain employer plans subject to ERISA may be  
transferred in part pursuant to a QDRO.                                         

Under certain circumstances, you may be able to transfer amounts distributed    
from your contract to another eligible retirement plan or IRA. For 457(b) plans 
maintained by non-governmental employers, if certain conditions are met,        
amounts may be transferred into another 457(b) plan maintained by a             
non-governmental employer.                                                      

You may make rollovers and direct transfers into your SIMPLE IRA annuity        
contract from another SIMPLE IRA annuity contract or account. No other          
rollovers or transfers can be made to your SIMPLE IRA. Rollovers and direct     
transfers from a SIMPLE IRA can only be made to another SIMPLE IRA or account   
during the first two years that you participate in the SIMPLE IRA plan. After   
this two year                                                                   

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period, rollovers and transfers may be made from your SIMPLE IRA into a         
Traditional IRA or account, as well as into another SIMPLE IRA.                 

Generally, a distribution may be eligible for rollover. Certain types of        
distributions cannot be rolled over, such as distributions received on account  
of:                                                                             

(a)    minimum distribution requirements, or                                    

(b)    financial hardship.                                                      

20% WITHHOLDING ON ELIGIBLE ROLLOVER DISTRIBUTIONS                              

For certain qualified employer plans, we are required to withhold 20% of the    
taxable portion of your withdrawal that constitutes an "eligible rollover       
distribution" for federal income taxes. The amount we withhold is determined by 
the Code. You may avoid withholding if you assign or transfer a withdrawal from 
this contract directly into another qualified plan or IRA. Similarly, you may   
be able to avoid withholding on a transfer into this contract from an existing  
qualified plan you may have with another provider by arranging to have the      
transfer made directly to us. For taxable withdrawals that are not "eligible    
rollover distributions," the Code requires different withholding rules which    
determine the withholding amounts.                                              

DEATH BENEFITS                                                                  

The death benefit is taxable to the recipient in the same manner as if paid to  
the contract Owner or plan participant (under the rules for withdrawals or      
income payments, whichever is applicable).                                      

Distributions required from a Qualified Contract following your death depend on 
whether you die before you had converted your contract to an annuity form and   
started taking Annuity Payments (your Annuity Starting Date). If you die on or  
after your Annuity Starting Date, the remaining portion of the interest in the  
contract must be distributed at least as rapidly as under the method of         
distribution being used as of the date of death. If you die before your Annuity 
Starting Date, the entire interest in the contract must be distributed within   
five (5) years after the date of death, or as periodic payments over a period   
not extending beyond the life or life expectancy of the designated Beneficiary  
(provided such payments begin within one year of your death). Your designated   
Beneficiary is the person to whom benefit rights under the contract pass by     
reason of death; the Beneficiary must be a natural person in order to elect a   
periodic payment option based on life expectancy or a period exceeding five     
years. For required minimum distributions following the death of the Annuitant  
of a Qualified Contract, the five-year rule is applied without regard to        
calendar year 2009. For instance, for a contract Owner who died in 2007, the    
five-year period would end in 2013 instead of 2012. The required minimum        
distribution rules are complex, so consult your tax adviser because the         
application of these rules to your particular circumstances may have been       
impacted by the 2009 required minimum distribution waiver.                      

Additionally, if the annuity is payable to (or for the benefit of) your         
surviving spouse, that portion of the contract may be continued with your       
spouse as the Owner. If your spouse is your Beneficiary, and your contract      
permits, your spouse may delay the start of these payments until December 31 of 
the year in which you would have reached age 70 1/2.                            

If your spouse is your Beneficiary, your spouse may be able to rollover the     
death proceeds into another eligible retirement plan in which he or she         
participates, if permitted under the receiving plan. Alternatively, if your     
spouse is your sole Beneficiary, he or she may elect to rollover the death      
proceeds into his or her own IRA.                                               

If your Beneficiary is not your spouse and your plan and contract permit, your  
Beneficiary may be able to rollover the death proceeds via a direct             
trustee-to-trustee transfer into an inherited IRA. However, a non-spouse        
Beneficiary may not treat the inherited IRA as his or her own IRA.              

Additionally, for contracts issued in connection with qualified plans subject   
to ERISA, the spouse or ex-spouse of the Owner may have rights in the contract. 
In such a case, the Owner may need the consent of the spouse or ex-spouse to    
change annuity options or make a withdrawal from the contract.                  

REQUIRED MINIMUM DISTRIBUTIONS                                                  

Generally, you must begin receiving retirement plan withdrawals by April 1      
following the latter of:                                                        

(a)  the calendar year in which you reach age 70 1/2, or                        

(b)  the calendar year you retire, provided you do not own more than 5% of      
your employer.                                                        

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For IRAs (including SEPs and SIMPLEs), you must begin receiving withdrawals by  
April 1 of the year after you reach age 70 1/2 even if you have not retired.    

A tax penalty of 50% applies to the amount by which the required minimum        
distribution exceeds the actual distribution.                                   

You may not satisfy minimum distributions for one employer's qualified plan     
(i.e., 401(a), 403(a), 457(b)) with distributions from another qualified plan   
of the same or a different employer. However, an aggregation rule does apply in 
the case of IRAs (including SEPs and SIMPLEs) or 403(b) plans. The minimum      
required distribution is calculated with respect to each IRA, but the aggregate 
distribution may be taken from any one or more of your IRAs/SEPs. Similarly,    
the amount of required minimum distribution is calculated separately with       
respect to each 403(b) arrangement, but the aggregate amount of the required    
distribution may be taken from any one or more of your 403(b) plan contracts.   
For SIMPLE IRAs, the aggregate amount of the required distribution may be taken 
from any one or more of your SIMPLE IRAs.                                       

Complex rules apply to the calculation of these withdrawals. In general, income 
tax regulations permit income payments to increase based not only with respect  
to the investment experience of the Investment Portfolios but also with respect 
to actuarial gains.                                                             

The regulations also require that the value of benefits under a deferred        
annuity including certain death benefits in excess of contract value must be    
added to the amount credited to your account in computing the amount required   
to be distributed over the applicable period. We will provide you with          
additional information regarding the amount that is subject to minimum          
distribution under this rule. You should consult your own tax adviser as to how 
these rules affect your own distribution under this rule.                       

If you intend to receive your minimum distributions which are payable over the  
joint lives of you and a Beneficiary who is not your spouse (or over a period   
not exceeding the joint life expectancy of you and your non-spousal             
Beneficiary), be advised that federal tax rules may require that payments be    
made over a shorter period or may require that payments to the Beneficiary be   
reduced after your death to meet the minimum distribution incidental benefit    
rules and avoid the 50% excise tax. You should consult your own tax adviser as  
to how these rules affect your own contract.                                    

Required minimum distribution rules that apply to other types of IRAs while you 
are alive do not apply to Roth IRAs. However, in general, the same rules with   
respect to minimum distributions required to be made to a Beneficiary after     
your death under other IRAs do apply to Roth IRAs.                              

ADDITIONAL INFORMATION REGARDING TSA (ERISA AND NON-ERISA) 403(B)               

SPECIAL RULES REGARDING EXCHANGES. In order to satisfy tax regulations,         
contract exchanges within a 403(b) plan after September 24, 2007, must, at a    
minimum, meet the following requirements: (1) the plan must allow the exchange; 
(2) the exchange must not result in a reduction in a participant's or a         
Beneficiary's accumulated benefit: (3) the receiving contract includes          
distribution restrictions that are no less stringent than those imposed on the  
contract being exchanged; and (4) if the issuer receiving the exchanges is not  
part of the plan, the employer enters into an agreement with the issuer to      
provide information to enable the contract provider to comply with Code         
requirements. Such information would include details concerning severance from  
employment, hardship withdrawals, loans and tax basis. You should consult your  
tax or legal counsel for any advice relating to contract exchanges or any other 
matter relating to these regulations.                                           

WITHDRAWALS. If you are under age 59 1/2, you generally cannot withdraw money   
from your TSA contract unless the withdrawal:                                   

(a)  related to Purchase Payments made prior to 1989 and pre-1989 earnings on   
those Purchase Payments;                                              

(b)  is exchanged to another permissible investment under your 403(b) plan;     

(c)  relates to contributions to an annuity contract that are not salary        
reduction elective deferrals , if your plan allows it;                

(d)  occurs after you die, leave your job or become disabled (as defined by     
the Code);                                                            

(e)  is for financial hardship (but only to the extent of elective              
deferrals), if your plan allows it;                                   

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(f)  relates to distributions attributable to certain TSA plan terminations,    
if the conditions of the Code are met;                                

(g)  relates to rollover or after-tax contributions; or                         

(h)  is for the purchase of permissive service credit under a governmental      
defined benefit plan.                                                 

In addition, a Section 403(b) contract is permitted to distribute retirement    
benefits attributable to pre-tax contributions other than elective deferrals to 
the participant no earlier than upon the earlier of the participant's severance 
from employment or upon the prior occurrence of some event, such as after a     
fixed number of years, the attainment of a stated age or disability.            

ADDITIONAL INFORMATION REGARDING IRAS                                           

PURCHASE PAYMENTS. Traditional IRA Purchase Payments (except for permissible    
rollovers and direct transfers) are generally not permitted after you attain    
age 70 1/2. Except for permissible rollovers and direct transfers, Purchase     
Payments for individuals are limited in the aggregate to the lesser of 100% of  
compensation or the deductible amount established each year under the Code. A   
Purchase Payment up to the deductible amount can also be made for a non-working 
spouse provided the couple's compensation is at least equal to their aggregate  
contributions. Individuals age 50 and older are permitted to make additional    
"catch-up" contributions if they have sufficient compensation. If you or your   
spouse are an active participant in a retirement plan of an employer, your      
deductible contributions may be limited. If you exceed Purchase Payment limits  
you may be subject to a tax penalty.                                            

Roth IRA Purchase Payments for individuals are non-deductible (made on an       
"after tax" basis) and are limited to the lesser of 100% of compensation or the 
annual deductible IRA amount. Individuals age 50 and older can make an          
additional "catch-up" Purchase Payment each year (assuming the individual has   
sufficient compensation). You may contribute up to the annual Purchase Payment  
limit if your modified adjusted gross income does not exceed certain limits.    
You can contribute to a Roth IRA after age 70 1/2. If you exceed Purchase       
Payment limits, you may be subject to a tax penalty.                            

WITHDRAWALS. If and to the extent that Traditional IRA Purchase Payments are    
made on an "after tax" basis, withdrawals would be included in income except    
for the portion that represents a return of non-deductible Purchase Payments.   
This portion is generally determined based upon the ratio of all non-deductible 
Purchase Payments to the total value of all your Traditional IRAs (including    
SEP IRAs and SIMPLE IRAs). We withhold a portion of the amount of your          
withdrawal for income taxes, unless you elect otherwise. The amount we withhold 
is determined by the Code.                                                      

Generally, withdrawal of earnings from Roth IRAs are free from federal income   
tax if: (1) they are made at least five taxable years after your first Purchase 
Payment to a Roth IRA; and (2) they are made on or after the date you reach age 
59 1/2 and upon your death, disability or qualified first-home purchase (up to  
$10,000). Withdrawals from a Roth IRA are made first from Purchase Payments and 
then from earnings. We may be required to withhold a portion of your withdrawal 
for income taxes, unless you elect otherwise. The amount will be determined by  
the Code.                                                                       

CONVERSION. Traditional IRAs may be converted to Roth IRAs. Except to the       
extent you have non-deductible contributions, the amount converted from an      
existing Traditional IRA into a Roth IRA is taxable. Generally, the 10% federal 
income tax penalty does not apply. However, the taxable amount to be converted  
must be based on the fair market value of the entire annuity contract being     
converted into a Roth IRA. Such fair market value, in general, is to be         
determined by taking into account the value of all benefits (both living        
benefits and death benefits) in addition to the Account Value; as well as       
adding back certain loads and charges incurred during the prior twelve month    
period. Your contract may include such benefits and applicable charges.         
Accordingly, if you are considering such conversion of your annuity contract,   
please consult your tax adviser. The taxable amount may exceed the Account      
Value at the date of conversion.                                                

A Roth IRA contract may also be re-characterized as a Traditional IRA, if       
certain conditions are met. Please consult your tax adviser.                    

DISTINCTION FOR PUERTO RICO CODE                                                

An annuity contract may be purchased by an employer for an employee under a     
qualified pension, profit sharing, stock bonus, annuity, or a "cash or          
deferred" arrangement plan established pursuant to Section 1081.01 of the 2011  
PR Code. To be tax qualified under the 2011 PR Code, a plan must comply with    
the requirements of Section 1081.01(a) of the 2011 PR Code which includes       
certain                                                                         

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participation requirements, among other requirements. A trust created to hold   
assets for a qualified plan is exempt from tax on its investment income.        

CONTRIBUTIONS. The employer is entitled to a current income tax deduction for   
contributions made to a qualified plan, subject to statutory limitations on the 
amount that may be contributed each year. The plan contributions by the         
employer are not required to be included in the current income of the employee. 

DISTRIBUTIONS. Any amount received or made available to the employee under the  
qualified plan is includible in the gross income of the employee in the taxable 
year in which received or made available. In such case, the amount paid or      
contributed by the employer shall not constitute consideration paid by the      
employee for the contract for purposes of determining the amount of Annuity     
Payments required to be included in the employee's gross income. Thus, amounts  
actually distributed or made available to any employee under the qualified plan 
will be included in their entirety in the employee's gross income. Lump-sum     
proceeds from a Puerto Rico qualified retirement plan due to separation from    
service will generally be taxed at a 20% capital gain tax rate to be withheld   
at the source. A special rate of 10% may apply instead, if the plan satisfies   
the following requirements:                                                     

(1)  the plan's trust is organized under the laws of Puerto Rico, or has a      
 Puerto Rico resident trustee and uses such trustee as paying agent; and

(2)  10% of all plan's trust assets (calculated based on the average balance    
of the investments of the trust) attributable to participants who are 
Puerto Rico residents must be invested in "property located in Puerto 
Rico" for a three-year period.                                        

If these two requirements are not satisfied, the distribution will generally be 
subject to the 20% tax rate. The three-year period includes the year of the     
distribution and the two immediately preceding years. In the case of a defined  
contribution plan that maintains separate accounts for each participant, the    
described 10% investment requirement may be satisfied in the accounts of a      
participant that chooses to invest in such fashion rather than at the trust     
level. Property located in Puerto Rico includes shares of stock of a Puerto     
Rico registered investment company, fixed or variable annuities issued by a     
domestic insurance company or by a foreign insurance corporation that derives   
more than 80% of its gross income from sources within Puerto Rico, and bank     
deposits. The PR 2011 Code does not impose a penalty tax in cases of early      
(premature) distributions from a qualified plan.                                

ROLLOVER. Deferral of the recognition of income continues upon the receipt of a 
distribution by a participant from a qualified plan, if the distribution is     
contributed to another qualified retirement plan or traditional individual      
retirement account for the employee's benefit no later than sixty (60) days     
after the distribution.                                                         

ERISA CONSIDERATIONS. In the context of a Puerto Rico qualified retirement plan 
trust, the IRS has recently held that the transfer of assets and liabilities    
from a qualified retirement plan trust under the Code to that type of plan      
would generally be treated as a distribution includible in gross income for     
U.S. income tax purposes even if the Puerto Rico retirement plan is a plan      
described in ERISA Section 1022(i)(1). By contrast, a transfer from a qualified 
retirement plan trust under the Code to a Puerto Rico qualified retirement plan 
trust that has made an election under ERISA Section 1022(i)(2) is not treated   
as a distribution from the transferor plan for U.S. income tax purposes because 
a Puerto Rico retirement plan that has made an election under ERISA Section     
1022(i)(2) is treated as a qualified retirement plan for purposes Code Section  
401(a). The IRS has determined that the above described rules prescribing the   
inclusion in income of transfers of assets and liabilities to a Puerto Rico     
retirement plan trust described in ERISA Section 1022(i)(1) would be applicable 
to transfers taking effect after December 31, 2012.                             

Similar to the IRS in Revenue Ruling 2013-17, the U.S. Department of Labor      
issued DOL Technical Release No. 2013-04 on September 18, 2013, providing that, 
where the Secretary of Labor has authority to regulate with respect to the      
provisions of ERISA dealing with the use of the term "spouse," spouse will be   
read to refer to any individuals who are lawfully married under any state law,  
including same-sex spouses, and without regard to whether their state of        
domicile recognizes same-sex marriage. Thus, for ERISA purposes as well as      
Federal tax purposes, an employee benefit plan participant who marries a person 
of the same sex in a jurisdiction that recognizes same-sex marriage will        
continue to be treated as married even if the                                   

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couple moves to a jurisdiction, like Puerto Rico, that does not recognize       
same-sex marriage.                                                              

11. OTHER INFORMATION                                                           

METLIFE INVESTORS USA                                                           

MetLife Investors USA Insurance Company (MetLife Investors USA) is a stock life 
insurance company founded on September 13, 1960, and organized under the laws   
of the State of Delaware. Its principal executive offices are located at 11225  
North Community House Road, Charlotte, NC 28277. MetLife Investors USA is       
authorized to transact the business of life insurance, including annuities, and 
is currently licensed to do business in all states (except New York), the       
District of Columbia and Puerto Rico. Our name was changed to Security First    
Life Insurance Company on September 27, 1979. We changed our name to MetLife    
Investors USA Insurance Company on January 8, 2001. On December 31, 2002,       
MetLife Investors USA became an indirect subsidiary of MetLife, Inc., a listed  
company on the New York Stock Exchange. On October 11, 2006, MetLife Investors  
USA became a wholly-owned subsidiary of MetLife Insurance Company of            
Connecticut (MetLife of Connecticut). MetLife, Inc., through its subsidiaries   
and affiliates, is a leading provider of insurance and other financial services 
to individual and institutional customers.                                      

In 2013, MetLife, Inc. announced its plans to merge MetLife Investors USA,      
MetLife of Connecticut, MetLife Investors Insurance Company (MetLife            
Investors), and Exeter Reassurance Company, Ltd. (Exeter Reassurance), to       
create one larger U.S.-based and U.S.-regulated life insurance company. MetLife 
Investors, like MetLife Investors USA and MetLife of Connecticut, is a U.S.     
insurance company that issues variable insurance products in addition to other  
products. Exeter Reassurance is a direct subsidiary of MetLife, Inc. that       
mainly reinsures guarantees associated with variable annuity products issued by 
U.S. insurance companies that are direct or indirect subsidiaries of MetLife,   
Inc. MetLife of Connecticut, which is expected to be renamed and domiciled in   
Delaware, will be the surviving entity. These mergers are expected to occur     
towards the end of 2014, subject to regulatory approvals.                       

THE SEPARATE ACCOUNT                                                            

We have established a SEPARATE ACCOUNT, MetLife Investors USA Separate Account  
A (Separate Account), to hold the assets that underlie the contracts. Our Board 
of Directors adopted a resolution to establish the Separate Account under       
Delaware insurance law on May 29, 1980. We have registered the Separate Account 
with the Securities and Exchange Commission as a unit investment trust under    
the Investment Company Act of 1940. The Separate Account is divided into        
subaccounts.                                                                    

The Separate Account's assets are solely for the benefit of those who invest in 
the Separate Account and no one else, including our creditors. The assets of    
the Separate Account are held in our name on behalf of the Separate Account and 
legally belong to us. All the income, gains and losses (realized or unrealized) 
resulting from these assets are credited to or charged against the contracts    
issued from this Separate Account without regard to our other business.         

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

We are obligated to pay all money we owe under the contracts - such as death    
benefits and income payments - even if that amount exceeds the assets in the    
Separate Account. Any such amount that exceeds the assets in the Separate       
Account is paid from our general account. Any amount under any optional death   
benefit, optional Guaranteed Minimum Income Benefit, or optional Guaranteed     
Withdrawal Benefit that exceeds the assets in the Separate Account is also paid 
from our general account. Benefit amounts paid from the general account are     
subject to our financial strength and claims paying ability and our long term   
ability to make such payments. We issue other annuity contracts and life        
insurance policies where we pay all money we owe under those contracts and      
policies from our general account. MetLife Investors USA is regulated as an     
insurance company under state law, which generally includes limits on the amount
and type of investments in our general account. However, there is no guarantee  
that we will be able to meet our claims paying obligations; there are risks to  
purchasing any insurance product.                                               

The investment advisers to certain of the Investment Portfolios offered with    
the contracts or with other variable annuity contracts issued through the       
Separate Account may be regulated as Commodity Pool Operators. While it does    
not concede that the Separate Account is a commodity pool, MetLife Investors    
USA has claimed an exclusion from the definition of the term "commodity pool    
operator"                                                                       

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under the Commodities Exchange Act (CEA), and is not subject to registration or 
regulation as a pool operator under the CEA.                                    

DISTRIBUTOR                                                                     

We have entered into a distribution agreement with our affiliate, MetLife       
Investors Distribution Company (Distributor), 1095 Avenue of the Americas, New  
York, NY 10036, for the distribution of the contracts. Distributor is a member  
of the Financial Industry Regulatory Authority (FINRA). FINRA provides          
background information about broker-dealers and their registered                
representatives through FINRA BrokerCheck. You may contact the FINRA            
BrokerCheck Hotline at 1-800-289-9999, or log on to www.finra.org. An investor  
brochure that includes information describing FINRA BrokerCheck is available    
through the Hotline or on-line.                                                 

Distributor, and in certain cases, we, have entered into selling agreements     
with other unaffiliated selling firms for the sale of the contracts. We pay     
compensation to Distributor for sales of the contracts by selling firms. We     
also pay amounts to Distributor that may be used for its operating and other    
expenses, including the following sales expenses: compensation and bonuses for  
the Distributor's management team, advertising expenses, and other expenses of  
distributing the contracts. Distributor's management team and registered        
representatives also may be eligible for non-cash compensation items that we    
may provide jointly with Distributor. Non-cash items include conferences,       
seminars and trips (including travel, lodging and meals in connection           
therewith), entertainment, merchandise and other similar items.                 

All of the Investment Portfolios make payments to Distributor under their       
distribution plans in consideration of services provided and expenses incurred  
by Distributor in distributing shares of the Investment Portfolios. (See "Fee   
Tables and Examples - Investment Portfolio Expenses" and the fund               
prospectuses.) These payments range from 0.25% to 0.55% of Separate Account     
assets invested in the particular Investment Portfolio.                         

We pay American Funds Distributors, Inc., principal underwriter for the         
American Funds Insurance Series, a percentage of Purchase Payments allocated to 
the following portfolios for the services it provides in marketing the          
portfolios' shares in connection with the contract: the American Funds (Reg.    
TM) Moderate Allocation Portfolio, the American Funds (Reg. TM) Balanced        
Allocation Portfolio, and the American Funds (Reg. TM) Growth Allocation        
Portfolio.                                                                      

SELLING FIRMS                                                                   

As noted above, Distributor, and in certain cases, we, have entered into        
selling agreements with unaffiliated selling firms for the sale of the          
contracts. All selling firms receive commissions, and they may also receive     
some form of non-cash compensation. Certain selected selling firms receive      
additional compensation (described below under "Additional Compensation for     
Selected Selling Firms"). These commissions and other incentives or payments    
are not charged directly to contract Owners or the Separate Account. We intend  
to recoup commissions and other sales expenses through fees and charges         
deducted under the contract or from our general account. A portion of the       
payments made to selling firms may be passed on to their sales representatives  
in accordance with the selling firms' internal compensation programs. Those     
programs may also include other types of cash and non-cash compensation and     
other benefits. Registered representatives of the selling firms may also        
receive non-cash compensation, pursuant to their firm's guidelines, directly    
from us or Distributor.                                                         

COMPENSATION PAID TO SELLING FIRMS. We and Distributor pay compensation to all  
unaffiliated selling firms in the form of commissions and may also provide      
certain types of non-cash compensation. The maximum commission payable for      
contract sales and additional Purchase Payments by selling firms is 7% of       
Purchase Payments. Some selling firms may elect to receive a lower commission   
when a Purchase Payment is made, along with annual trail commissions up to 1%   
of Account Value (less Purchase Payments received within the previous 12        
months) for so long as the contract remains in effect or as agreed in the       
selling agreement. We also pay commissions when a contract Owner elects to      
begin receiving regular income payments (referred to as "Annuity Payments").    
(See "Annuity Payments - The Income Phase.") Distributor may also provide       
non-cash compensation items that we may provide jointly with Distributor.       
Non-cash items may include expenses for conference or seminar trips, certain    
gifts, prizes, and awards.                                                      

Ask your registered representative for further information about what payments  
your registered representative and the selling firm for which he or she works   
may receive in connection with your purchase of a contract.                     

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ADDITIONAL COMPENSATION FOR SELECTED SELLING FIRMS. We and Distributor have     
entered into distribution arrangements with certain selected selling firms.     
Under these arrangements we and Distributor may pay additional compensation to  
selected selling firms, including marketing allowances, introduction fees,      
persistency payments, preferred status fees and industry conference fees.       
Marketing allowances are periodic payments to certain selling firms, the amount 
of which depends on cumulative periodic (usually quarterly) sales of our        
insurance contracts (including the contracts offered by this prospectus) and    
may also depend on meeting thresholds in the sale of certain of our insurance   
contracts (other than the contracts offered by this prospectus). They may also  
include payments we make to cover the cost of marketing or other support        
services provided for or by registered representatives who may sell our         
products. Introduction fees are payments to selling firms in connection with    
the addition of our products to the selling firm's line of investment products, 
including expenses relating to establishing the data communications systems     
necessary for the selling firm to offer, sell and administer our products.      
Persistency payments are periodic payments based on Account Values of our       
variable insurance contracts (including Account Values of the contracts) or     
other persistency standards. Preferred status fees are paid to obtain preferred 
treatment of the contracts in selling firms' marketing programs, which may      
include marketing services, participation in marketing meetings, listings in    
data resources and increased access to their sales representatives. Industry    
conference fees are amounts paid to cover in part the costs associated with     
sales conferences and educational seminars for selling firms' sales             
representatives. We and Distributor have entered into such distribution         
agreements with unaffiliated selling firms identified in the Statement of       
Additional Information.                                                         

The additional types of compensation discussed above are not offered to all     
selling firms. The terms of any particular agreement governing compensation may 
vary among selling firms and the amounts may be significant. The prospect of    
receiving, or the receipt of, additional compensation as described above may    
provide selling firms and/or their sales representatives with an incentive to   
favor sales of the contracts over other variable annuity contracts (or other    
investments) with respect to which selling firm does not receive additional     
compensation, or lower levels of additional compensation. You may wish to take  
such payment arrangements into account when considering and evaluating any      
recommendation relating to the contracts. For more information about any such   
additional compensation arrangements, ask your registered representative. (See  
the Statement of Additional Information - "Distribution" for a list of selling  
firms that received compensation during 2013, as well as the range of           
additional compensation paid.)                                                  

REQUESTS AND ELECTIONS                                                          

We will treat your request for a contract transaction, or your submission of a  
Purchase Payment, as received by us if we receive a request conforming to our   
administrative procedures or a payment at our Annuity Service Center before the 
close of regular trading on the New York Stock Exchange on that day. We will    
treat your submission of a Purchase Payment as received by us if we receive a   
payment at our Annuity Service Center (or a designee receives a payment in      
accordance with the designee's administrative procedures) before the close of   
regular trading on the New York Stock Exchange on that day. If we receive the   
request, or if we (or our designee) receive the payment, after the close of     
trading on the New York Stock Exchange on that day, or if the New York Stock    
Exchange is not open that day, then the request or payment will be treated as   
received on the next day when the New York Stock Exchange is open. Our Annuity  
Service Center is located at P.O. Box 10366, Des Moines, IA 50306-0366. If you  
send your Purchase Payments or transaction requests to an address other than    
the one we have designated for receipt of such Purchase Payments or requests,   
we may return the Purchase Payment to you, or there may be a delay in applying  
the Purchase Payment or transaction to your contract.                           

Requests for service may be made:                                               

o    Through your registered representative                                     

o    By telephone at (800) 343-8496, between the hours of 7:30AM and 5:30PM     
    Central Time Monday through Thursday and 7:30AM and 5:00PM Central Time on
Friday                                                                

o    In writing to our Annuity Service Center                                   

o    By fax at (515) 457-4400 or                                                

o    By Internet at www.metlifeinvestors.com                                    

Some of the requests for service that may be made by telephone or Internet      
include transfers of Account Value (see "Investment Options - Transfers -       
Transfers By Telephone or Other Means") and changes to the allocation of future 
Purchase Payments (see "Purchase - Allocation of Purchase Payments"). We may    
from time to time permit                                                        

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requests for other types of transactions to be made by telephone or Internet.   
All transaction requests must be in a form satisfactory to us. Contact us for   
further information. Some selling firms may restrict the ability of their       
registered representatives to convey transaction requests by telephone or       
Internet on your behalf.                                                        

A request or transaction generally is considered in GOOD ORDER if it complies   
with our administrative procedures and the required information is complete and 
accurate. A request or transaction may be rejected or delayed if not in Good    
Order. If you have any questions, you should contact us or your registered      
representative before submitting the form or request.                           

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

Telephone and computer systems may not always be available. Any telephone or    
computer system, whether it is yours, your service provider's, your agent's, or 
ours, can experience outages or slowdowns for a variety of reasons. These       
outages or slowdowns may delay or prevent our processing of your request.       
Although we have taken precautions to help our systems handle heavy use, we     
cannot promise complete reliability under all circumstances. If you experience  
technical difficulties or problems, you should make your transaction request in 
writing to our Annuity Service Center.                                          

CONFIRMING TRANSACTIONS. We will send out written statements confirming that a  
transaction was recently completed. Unless you inform us of any errors within   
60 days of receipt, we will consider these communications to be accurate and    
complete.                                                                       

OWNERSHIP                                                                       

OWNER. You, as the OWNER of the contract, have all the interest and rights      
under the contract.                                                             

These rights include the right to:                                              

o  change the Beneficiary.                                                      

o  change the Annuitant before the Annuity Date (subject to our underwriting    
and administrative rules).                                                

o  assign the contract (subject to limitation).                                 

o  change the payment option.                                                   

o  exercise all other rights, benefits, options and privileges allowed by the   
contract or us.                                                           

The Owner is as designated at the time the contract is issued, unless changed.  
Any change of Owner is subject to our underwriting rules in effect at the time  
of the request.                                                                 

JOINT OWNER. The contract can be owned by JOINT OWNERS, limited to two natural  
persons. Upon the death of either Owner, the surviving Owner will be the        
primary Beneficiary. Any other Beneficiary designation will be treated as a     
contingent Beneficiary unless otherwise indicated.                              

BENEFICIARY. The BENEFICIARY is the person(s) or entity you name to receive any 
death benefit. The Beneficiary is named at the time the contract is issued      
unless changed at a later date. Unless an irrevocable Beneficiary has been      
named, you can change the Beneficiary at any time before you die. If Joint      
Owners are named, unless you tell us otherwise, the surviving Joint Owner will  
be the primary Beneficiary. Any other Beneficiary designation will be treated   
as a contingent Beneficiary (unless you tell us otherwise).                     

ABANDONED PROPERTY REQUIREMENTS. Every state has unclaimed property laws which  
generally declare non-ERISA annuity contracts to be abandoned after a period of 
inactivity of three to five years from the contract's maturity date or the date 
the death benefit is due and payable. For example, if the payment of a death    
benefit has been triggered, but, if after a thorough search, we are still       
unable                                                                          

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to locate the Beneficiary of the death benefit, or the Beneficiary does not     
come forward to claim the death benefit in a timely manner, the death benefit   
will be paid to the abandoned property division or unclaimed property office of 
the state in which the Beneficiary or the Owner last resided, as shown on our   
books and records, or to our state of domicile. (Escheatment is the formal,     
legal name for this process.) However, the state is obligated to pay the death  
benefit (without interest) if your Beneficiary steps forward to claim it with   
the proper documentation. To prevent your contract's proceeds from being paid   
to the state's abandoned or unclaimed property office, it is important that you 
update your Beneficiary designations, including addresses, if and as they       
change. Please call (800) 343-8496 to make such changes.                        

ANNUITANT. The ANNUITANT is the natural person(s) on whose life we base Annuity 
Payments. You can change the Annuitant at any time prior to the Annuity Date,   
unless an Owner is not a natural person. Any reference to Annuitant includes    
any joint Annuitant under an Annuity Option. The Owner and the Annuitant do not 
have to be the same person except as required under certain sections of the     
Internal Revenue Code or under a GMIB rider (see "Living Benefits - Guaranteed  
Income Benefits").                                                              

ASSIGNMENT. You can assign a Non-Qualified Contract at any time during your     
lifetime. We will not be bound by the assignment until the written notice of    
the assignment is recorded by us. We will not be liable for any payment or      
other action we take in accordance with the contract before we record the       
assignment. AN ASSIGNMENT MAY BE A TAXABLE EVENT.                               

If the contract is issued pursuant to a qualified plan, there may be            
limitations on your ability to assign the contract.                             

LEGAL PROCEEDINGS                                                               

In the ordinary course of business, MetLife Investors USA, similar to other     
life insurance companies, is involved in lawsuits (including class action       
lawsuits), arbitrations and other legal proceedings. Also, from time to time,   
state and federal regulators or other officials conduct formal and informal     
examinations or undertake other actions dealing with various aspects of the     
financial services and insurance industries. In some legal proceedings          
involving insurers, substantial damages have been sought and/or material        
settlement payments have been made.                                             

It is not possible to predict with certainty the ultimate outcome of any        
pending legal proceeding or regulatory action. However, MetLife Investors USA   
does not believe any such action or proceeding will have a material adverse     
effect upon the Separate Account or upon the ability of MetLife Investors       
Distribution Company to perform its contract with the Separate Account or of    
MetLife Investors USA to meet its obligations under the contracts.              

FINANCIAL STATEMENTS                                                            

Our financial statements and the financial statements of the Separate Account   
have been included in the SAI.                                                  

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION                    

Company                                                               

Independent Registered Public Accounting Firm                         

Custodian                                                             

Distribution                                                          

Calculation of Performance Information                                

Annuity Provisions                                                    

Tax Status of the Contracts                                           

Financial Statements                                                  

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION                                                 

The following charts list the Condensed Financial Information (the Accumulation 
Unit value information for the Accumulation Units outstanding) for contracts    
issued as of December 31, 2013. See "Purchase - Accumulation Units" in the      
prospectus for information on how Accumulation Unit values are calculated.      
Chart 1 presents Accumulation Unit values for the lowest possible combination   
of Separate Account product charges and death benefit rider charges, and Chart  
2 presents Accumulation Unit values for the highest possible combination of     
such charges.                                                                   

SERIES S                                                                        

                                                        [Enlarge/Download Table]

                         1.15% SEPARATE ACCOUNT PRODUCT CHARGES                         
                                                                          NUMBER OF     
                                   ACCUMULATION      ACCUMULATION        ACCUMULATION   
                                  UNIT VALUE AT     UNIT VALUE AT           UNITS       
                                   BEGINNING OF         END OF          OUTSTANDING AT  
                                      PERIOD            PERIOD          END OF PERIOD   
                                 ---------------   ---------------   -------------------
                                                                                        
 MET INVESTORS SERIES TRUST                                                             
 ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION SUB-ACCOUNT (CLASS B)                      
  05/02/2011    to  12/31/2011        9.998740          9.752480         4,248,603.5017 
  01/01/2012    to  12/31/2012        9.752480         10.612678         6,234,868.7979 
  01/01/2013    to  12/31/2013       10.612678         11.660716         6,614,633.3645 
============   ==== ==========       =========         =========         ============== 
 AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION SUB-ACCOUNT (CLASS C)                     
  04/28/2008    to  12/31/2008       10.008740          7.023768           535,202.3951 
  01/01/2009    to  12/31/2009        7.023768          8.979708         2,845,540.3200 
  01/01/2010    to  12/31/2010        8.979708          9.956599         5,750,747.3674 
  01/01/2011    to  12/31/2011        9.956599          9.633599         7,526,385.5381 
  01/01/2012    to  12/31/2012        9.633599         10.811243         7,201,367.9865 
  01/01/2013    to  12/31/2013       10.811243         12.668295         7,166,229.2604 
============   ==== ==========       =========         =========         ============== 
 AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION SUB-ACCOUNT (CLASS C)                       
  04/28/2008    to  12/31/2008        9.998740          6.370800           671,262.6741 
  01/01/2009    to  12/31/2009        6.370800          8.441764         1,979,964.9600 
  01/01/2010    to  12/31/2010        8.441764          9.470487         2,058,714.1355 
  01/01/2011    to  12/31/2011        9.470487          8.919324         2,101,947.5750 
  01/01/2012    to  12/31/2012        8.919324         10.241504         2,171,371.5491 
  01/01/2013    to  12/31/2013       10.241504         12.666480         2,323,314.7575 
============   ==== ==========       =========         =========         ============== 
 AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION SUB-ACCOUNT (CLASS C)                     
  04/28/2008    to  12/31/2008       10.018739          7.698632           349,242.6646 
  01/01/2009    to  12/31/2009        7.698632          9.391217         1,310,588.4800 
  01/01/2010    to  12/31/2010        9.391217         10.203610         2,789,903.2976 
  01/01/2011    to  12/31/2011       10.203610         10.106478         3,402,140.6813 
  01/01/2012    to  12/31/2012       10.106478         11.073201         3,191,039.2959 
  01/01/2013    to  12/31/2013       11.073201         12.426640         3,087,154.4195 
============   ==== ==========       =========         =========         ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                         1.15% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                         NUMBER OF     
                                   ACCUMULATION      ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT     UNIT VALUE AT          UNITS       
                                   BEGINNING OF         END OF         OUTSTANDING AT  
                                      PERIOD            PERIOD         END OF PERIOD   
                                 ---------------   ---------------  -------------------
                                                                                       
 AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                        
  05/02/2011    to  12/31/2011       10.345457         10.623850        4,667,873.4962 
  01/01/2012    to  12/31/2012       10.623850         11.610388        7,554,191.2880 
  01/01/2013    to  12/31/2013       11.610388         11.088410        6,339,729.0385 
============   ==== ==========       =========         =========       =============== 
 BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                            
  05/02/2011    to  12/31/2011        9.998740          9.584689        7,621,095.1087 
  01/01/2012    to  12/31/2012        9.584689         10.340568       10,806,774.6495 
  01/01/2013    to  12/31/2013       10.340568         11.276112       11,293,263.6601 
============   ==== ==========       =========         =========       =============== 
 INVESCO BALANCED-RISK ALLOCATION SUB-ACCOUNT (CLASS B)                                
  04/30/2012    to  12/31/2012        1.010755          1.049793       11,938,516.0359 
  01/01/2013    to  12/31/2013        1.049793          1.057103       19,250,276.7094 
============   ==== ==========       =========         =========       =============== 
 JPMORGAN GLOBAL ACTIVE ALLOCATION SUB-ACCOUNT (CLASS B)                               
  04/30/2012    to  12/31/2012        1.012809          1.051843        5,411,761.6785 
  01/01/2013    to  12/31/2013        1.051843          1.154059       17,105,700.5915 
============   ==== ==========       =========         =========       =============== 
 METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                           
  05/02/2011    to  12/31/2011        9.998740          9.399297        6,733,336.7607 
  01/01/2012    to  12/31/2012        9.399297         10.509224        9,556,718.2474 
  01/01/2013    to  12/31/2013       10.509224         11.881116       11,625,939.3743 
============   ==== ==========       =========         =========       =============== 
 METLIFE MULTI-INDEX TARGETED RISK SUB-ACCOUNT (CLASS B)                               
  04/29/2013    to  12/31/2013        1.081051          1.132289        2,903,743.0140 
============   ==== ==========       =========         =========       =============== 
 PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                             
  05/02/2011    to  12/31/2011        9.998740         10.773588          988,838.0610 
  01/01/2012    to  12/31/2012       10.773588         10.985158        1,800,382.8267 
  01/01/2013    to  12/31/2013       10.985158         10.368773        1,410,766.9677 
============   ==== ==========       =========         =========       =============== 
 PYRAMIS (Reg. TM) MANAGED RISK SUB-ACCOUNT (CLASS B)                                  
  04/29/2013    to  12/31/2013       10.216793         10.772070           15,475.2668 
============   ==== ==========       =========         =========       =============== 
 SCHRODERS GLOBAL MULTI-ASSET SUB-ACCOUNT (CLASS B)                                    
  04/30/2012    to  12/31/2012        1.010787          1.069986        2,517,296.3676 
  01/01/2013    to  12/31/2013        1.069986          1.164701        9,478,966.3117 
============   ==== ==========       =========         =========       =============== 
 SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                      
  05/04/2009    to  12/31/2009        8.885130         10.668476          287,931.9700 
  01/01/2010    to  12/31/2010       10.668476         11.837311        1,798,650.7372 
  01/01/2011    to  12/31/2011       11.837311         11.826414        2,746,366.9852 
  01/01/2012    to  12/31/2012       11.826414         13.192210        2,796,658.9387 
  01/01/2013    to  12/31/2013       13.192210         14.727822        2,716,470.2663 
============   ==== ==========       =========         =========       =============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                        1.15% SEPARATE ACCOUNT PRODUCT CHARGES                        
                                                                         NUMBER OF    
                                   ACCUMULATION      ACCUMULATION      ACCUMULATION   
                                  UNIT VALUE AT     UNIT VALUE AT          UNITS      
                                   BEGINNING OF         END OF        OUTSTANDING AT  
                                      PERIOD            PERIOD         END OF PERIOD  
                                 ---------------   ---------------  ------------------
                                                                                      
 SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                                
  05/04/2009    to  12/31/2009        8.179119         10.110757           8,681.9800 
  01/01/2010    to  12/31/2010       10.110757         11.409903          23,700.6203 
  01/01/2011    to  12/31/2011       11.409903         11.039568          66,209.9551 
  01/01/2012    to  12/31/2012       11.039568         12.553157         111,721.1417 
  01/01/2013    to  12/31/2013       12.553157         14.652356         167,064.1543 
============   ==== ==========       =========         =========       ============== 
 METROPOLITAN SERIES FUND                                                             
 BARCLAYS AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                  
  04/29/2013    to  12/31/2013       17.440443         16.742470          18,606.7034 
============   ==== ==========       =========         =========       ============== 
 BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                         
  04/30/2007    to  12/31/2007       24.486257         25.077084           3,945.2312 
  01/01/2008    to  12/31/2008       25.077084         25.433922         206,894.0335 
  01/01/2009    to  12/31/2009       25.433922         25.206794         413,406.4500 
  01/01/2010    to  12/31/2010       25.206794         24.918594         462,314.6501 
  01/01/2011    to  12/31/2011       24.918594         24.634464         465,980.0644 
  01/01/2012    to  12/31/2012       24.634464         24.351272         555,000.3691 
  01/01/2013    to  12/31/2013       24.351272         24.072853         430,254.5618 
============   ==== ==========       =========         =========       ============== 
 MET INVESTORS SERIES TRUST -  METLIFE ASSET ALLOCATION PROGRAM                       
 METLIFE AGGRESSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                    
  04/30/2007    to  12/31/2007       13.706944         13.336480             460.7624 
  01/01/2008    to  12/31/2008       13.336480          7.802916             456.7467 
  01/01/2009    to  12/31/2009        7.802916         10.231947             453.8400 
  01/01/2010    to  12/31/2010       10.231947         11.784099          29,038.0536 
  01/01/2011    to  12/31/2011       11.784099         10.976791          28,412.6762 
  01/01/2012    to  12/31/2012       10.976791         12.667282          25,832.6215 
  01/01/2013    to  12/31/2013       12.667282         16.217485          23,654.7490 
============   ==== ==========       =========         =========       ============== 
 METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                      
  04/30/2007    to  12/31/2007       12.727427         12.639980         566,465.8270 
  01/01/2008    to  12/31/2008       12.639980          8.504600       1,691,571.2459 
  01/01/2009    to  12/31/2009        8.504600         10.789672       3,140,722.7100 
  01/01/2010    to  12/31/2010       10.789672         12.115414       5,907,110.2676 
  01/01/2011    to  12/31/2011       12.115414         11.773235       8,315,373.4306 
  01/01/2012    to  12/31/2012       11.773235         13.259248       8,062,509.7711 
  01/01/2013    to  12/31/2013       13.259248         15.653008       7,900,155.1529 
============   ==== ==========       =========         =========       ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                        1.15% SEPARATE ACCOUNT PRODUCT CHARGES                         
                                                                          NUMBER OF    
                                   ACCUMULATION      ACCUMULATION       ACCUMULATION   
                                  UNIT VALUE AT     UNIT VALUE AT           UNITS      
                                   BEGINNING OF         END OF         OUTSTANDING AT  
                                      PERIOD            PERIOD          END OF PERIOD  
                                 ---------------   ---------------   ------------------
                                                                                       
 METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                      
  04/30/2007    to  12/31/2007       11.617533         11.747495           72,168.3282 
  01/01/2008    to  12/31/2008       11.747495          9.214676          458,025.4405 
  01/01/2009    to  12/31/2009        9.214676         11.196076        1,047,703.6600 
  01/01/2010    to  12/31/2010       11.196076         12.274783        1,853,174.2222 
  01/01/2011    to  12/31/2011       12.274783         12.350148        2,380,837.4167 
  01/01/2012    to  12/31/2012       12.350148         13.540330        2,448,206.2542 
  01/01/2013    to  12/31/2013       13.540330         14.600856        2,137,985.9013 
============   ==== ==========       =========         =========        ============== 
 METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                         
  04/30/2007    to  12/31/2007       13.438865         13.304450        1,218,726.7750 
  01/01/2008    to  12/31/2008       13.304450          8.171629        2,043,085.3805 
  01/01/2009    to  12/31/2009        8.171629         10.509609        3,277,478.4000 
  01/01/2010    to  12/31/2010       10.509609         11.998783        3,166,369.4653 
  01/01/2011    to  12/31/2011       11.998783         11.402422        3,218,122.3163 
  01/01/2012    to  12/31/2012       11.402422         13.043279        3,283,527.0708 
  01/01/2013    to  12/31/2013       13.043279         16.235618        4,213,692.0996 
============   ==== ==========       =========         =========        ============== 
 METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                         
  (FORMERLY MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B))            
  04/28/2008    to  12/31/2008        9.998740          7.045776          437,900.0394 
  01/01/2009    to  12/31/2009        7.045776          8.953889          969,824.1800 
  01/01/2010    to  12/31/2010        8.953889          9.740750          936,843.2446 
  01/01/2011    to  12/31/2011        9.740750          9.460093          956,232.6428 
  01/01/2012    to  12/31/2012        9.460093         10.859196          947,103.7675 
  01/01/2013    to  04/26/2013       10.859196         11.699800                0.0000 
============   ==== ==========       =========         =========        ============== 
 METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                       
  04/30/2007    to  12/31/2007       12.144518         12.250068          165,157.4215 
  01/01/2008    to  12/31/2008       12.250068          8.910201          719,289.9853 
  01/01/2009    to  12/31/2009        8.910201         11.106097        1,822,520.4800 
  01/01/2010    to  12/31/2010       11.106097         12.340512        3,326,599.8564 
  01/01/2011    to  12/31/2011       12.340512         12.185450        3,655,257.7051 
  01/01/2012    to  12/31/2012       12.185450         13.538366        3,404,963.6113 
  01/01/2013    to  12/31/2013       13.538366         15.287482        3,316,884.7439 
============   ==== ==========       =========         =========        ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

SERIES S - L SHARE OPTION                                                       

                                                        [Enlarge/Download Table]

                        1.85% SEPARATE ACCOUNT PRODUCT CHARGES                           
                                                                         NUMBER OF       
                                   ACCUMULATION      ACCUMULATION       ACCUMULATION     
                                  UNIT VALUE AT     UNIT VALUE AT          UNITS         
                                   BEGINNING OF         END OF         OUTSTANDING AT    
                                      PERIOD            PERIOD         END OF PERIOD     
                                 ---------------   ---------------   -----------------   
                                                                                         
                                                               Met Investors Series Trust
 ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION SUB-ACCOUNT (CLASS B)                       
  05/02/2011    to  12/31/2011        9.997973          9.706547         162,164.4953    
  01/01/2012    to  12/31/2012        9.706547         10.488634         308,209.2878    
  01/01/2013    to  12/31/2013       10.488634         11.444039         353,857.9697    
============   ==== ==========       =========         =========       ==============    
 AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION SUB-ACCOUNT (CLASS C)                      
  04/28/2008    to  12/31/2008       10.007972          6.989945         413,620.6181    
  01/01/2009    to  12/31/2009        6.989945          8.874139       1,910,296.5100    
  01/01/2010    to  12/31/2010        8.874139          9.770954       5,040,356.9498    
  01/01/2011    to  12/31/2011        9.770954          9.388157       6,281,076.9956    
  01/01/2012    to  12/31/2012        9.388157         10.461928       6,022,799.7865    
  01/01/2013    to  12/31/2013       10.461928         12.173490       5,479,454.8590    
============   ==== ==========       =========         =========       ==============    
 AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION SUB-ACCOUNT (CLASS C)                        
  04/28/2008    to  12/31/2008        9.997973          6.340094         673,196.8497    
  01/01/2009    to  12/31/2009        6.340094          8.342480       1,991,225.1600    
  01/01/2010    to  12/31/2010        8.342480          9.293873       2,225,959.5908    
  01/01/2011    to  12/31/2011        9.293873          8.692032       2,298,565.5669    
  01/01/2012    to  12/31/2012        8.692032          9.910548       2,198,882.1305    
  01/01/2013    to  12/31/2013        9.910548         12.171696       2,115,270.3274    
============   ==== ==========       =========         =========       ==============    
 AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION SUB-ACCOUNT (CLASS C)                      
  04/28/2008    to  12/31/2008       10.017972          7.661591         540,012.3109    
  01/01/2009    to  12/31/2009        7.661591          9.280852       1,468,339.4100    
  01/01/2010    to  12/31/2010        9.280852         10.013393       2,564,254.8891    
  01/01/2011    to  12/31/2011       10.013393          9.849039       2,618,581.9347    
  01/01/2012    to  12/31/2012        9.849039         10.715470       2,501,258.9870    
  01/01/2013    to  12/31/2013       10.715470         11.941314       2,160,608.9550    
============   ==== ==========       =========         =========       ==============    
 AQR GLOBAL RISK BALANCED SUB-ACCOUNT (CLASS B)                                          
  05/02/2011    to  12/31/2011       10.342692         10.571835         194,492.2275    
  01/01/2012    to  12/31/2012       10.571835         11.472543         649,362.1331    
  01/01/2013    to  12/31/2013       11.472543         10.880300         444,089.8963    
============   ==== ==========       =========         =========       ==============    
 BLACKROCK GLOBAL TACTICAL STRATEGIES SUB-ACCOUNT (CLASS B)                              
  05/02/2011    to  12/31/2011        9.997973          9.539540         352,279.2488    
  01/01/2012    to  12/31/2012        9.539540         10.219693         747,193.7040    
  01/01/2013    to  12/31/2013       10.219693         11.066570         828,334.2350    
============   ==== ==========       =========         =========       ==============    
 INVESCO BALANCED-RISK ALLOCATION SUB-ACCOUNT (CLASS B)                                  
  04/30/2012    to  12/31/2012        1.010638          1.044753       4,006,077.9589    
  01/01/2013    to  12/31/2013        1.044753          1.044689       2,699,962.1183    
============   ==== ==========       =========         =========       ==============    

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                        1.85% SEPARATE ACCOUNT PRODUCT CHARGES                       
                                                                        NUMBER OF    
                                   ACCUMULATION      ACCUMULATION      ACCUMULATION  
                                  UNIT VALUE AT     UNIT VALUE AT         UNITS      
                                   BEGINNING OF         END OF        OUTSTANDING AT 
                                      PERIOD            PERIOD        END OF PERIOD  
                                 ---------------   ---------------  -----------------
                                                                                     
 JPMORGAN GLOBAL ACTIVE ALLOCATION SUB-ACCOUNT (CLASS B)                             
  04/30/2012    to  12/31/2012        1.012693          1.046793        582,495.0331 
  01/01/2013    to  12/31/2013        1.046793          1.140507      1,332,248.2536 
============   ==== ==========       =========         =========      ============== 
 METLIFE BALANCED PLUS SUB-ACCOUNT (CLASS B)                                         
  05/02/2011    to  12/31/2011        9.997973          9.355023        309,437.1733 
  01/01/2012    to  12/31/2012        9.355023         10.386393        663,385.9325 
  01/01/2013    to  12/31/2013       10.386393         11.660351        740,576.9294 
============   ==== ==========       =========         =========      ============== 
 METLIFE MULTI-INDEX TARGETED RISK SUB-ACCOUNT (CLASS B)                             
  04/29/2013    to  12/31/2013        1.077368          1.123121        568,888.3985 
============   ==== ==========       =========         =========      ============== 
 PYRAMIS (Reg. TM) GOVERNMENT INCOME SUB-ACCOUNT (CLASS B)                           
  05/02/2011    to  12/31/2011        9.997973         10.722898         82,845.3598 
  01/01/2012    to  12/31/2012       10.722898         10.856793        105,890.5125 
  01/01/2013    to  12/31/2013       10.856793         10.176098         98,935.5833 
============   ==== ==========       =========         =========      ============== 
 PYRAMIS (Reg. TM) MANAGED RISK SUB-ACCOUNT (CLASS B)                                
  04/29/2013    to  12/31/2013       10.214840         10.719329          1,913.9628 
============   ==== ==========       =========         =========      ============== 
 SCHRODERS GLOBAL MULTI-ASSET SUB-ACCOUNT (CLASS B)                                  
  04/30/2012    to  12/31/2012        1.010671          1.064850        576,879.1441 
  01/01/2013    to  12/31/2013        1.064850          1.151025      1,003,820.2228 
============   ==== ==========       =========         =========      ============== 
 SSGA GROWTH AND INCOME ETF SUB-ACCOUNT (CLASS B)                                    
  05/04/2009    to  12/31/2009        8.664177         10.355272        346,982.8600 
  01/01/2010    to  12/31/2010       10.355272         11.409705      1,186,573.2593 
  01/01/2011    to  12/31/2011       11.409705         11.319849      1,760,346.6347 
  01/01/2012    to  12/31/2012       11.319849         12.538608      1,806,528.1608 
  01/01/2013    to  12/31/2013       12.538608         13.900502      1,678,780.3957 
============   ==== ==========       =========         =========      ============== 
 SSGA GROWTH ETF SUB-ACCOUNT (CLASS B)                                               
  05/04/2009    to  12/31/2009        7.975671          9.813878         70,362.2300 
  01/01/2010    to  12/31/2010        9.813878         10.997693        246,146.8301 
  01/01/2011    to  12/31/2011       10.997693         10.566641        189,441.6942 
  01/01/2012    to  12/31/2012       10.566641         11.931151        234,295.7420 
  01/01/2013    to  12/31/2013       11.931151         13.829212        265,006.6375 
============   ==== ==========       =========         =========      ============== 
 METROPOLITAN SERIES FUND                                                            
 BARCLAYS AGGREGATE BOND INDEX SUB-ACCOUNT (CLASS G)                                 
  04/29/2013    to  12/31/2013       15.759389         15.057455        186,850.6952 
============   ==== ==========       =========         =========      ============== 

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CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                        1.85% SEPARATE ACCOUNT PRODUCT CHARGES                       
                                                                        NUMBER OF    
                                   ACCUMULATION      ACCUMULATION      ACCUMULATION  
                                  UNIT VALUE AT     UNIT VALUE AT         UNITS      
                                   BEGINNING OF         END OF        OUTSTANDING AT 
                                      PERIOD            PERIOD        END OF PERIOD  
                                 ---------------   ---------------  -----------------
                                                                                     
 BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)                                        
  04/30/2007    to  12/31/2007       10.211819         10.409201        199,115.8653 
  01/01/2008    to  12/31/2008       10.409201         10.483469        603,221.9929 
  01/01/2009    to  12/31/2009       10.483469         10.317359        570,086.2600 
  01/01/2010    to  12/31/2010       10.317359         10.128233        861,827.7166 
  01/01/2011    to  12/31/2011       10.128233          9.943078        775,134.2392 
  01/01/2012    to  12/31/2012        9.943078          9.759823        647,967.8518 
  01/01/2013    to  12/31/2013        9.759823          9.580917        588,291.5567 
============   ==== ==========       =========         =========      ============== 
 MET INVESTORS SERIES TRUST - METLIFE ASSET ALLOCATION PROGRAM                       
 METLIFE AGGRESSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                   
  04/30/2007    to  12/31/2007       13.470411         13.044878        393,745.0904 
  01/01/2008    to  12/31/2008       13.044878          7.578746        366,896.4756 
  01/01/2009    to  12/31/2009        7.578746          9.868646        417,185.2700 
  01/01/2010    to  12/31/2010        9.868646         11.286480        492,091.1502 
  01/01/2011    to  12/31/2011       11.286480         10.440030        636,686.1820 
  01/01/2012    to  12/31/2012       10.440030         11.963387        572,037.0872 
  01/01/2013    to  12/31/2013       11.963387         15.209528        553,986.7993 
============   ==== ==========       =========         =========      ============== 
 METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)                                     
  04/30/2007    to  12/31/2007       12.507778         12.363600      3,925,618.3040 
  01/01/2008    to  12/31/2008       12.363600          8.260324      3,371,375.1096 
  01/01/2009    to  12/31/2009        8.260324         10.406662      3,967,030.2000 
  01/01/2010    to  12/31/2010       10.406662         11.603890      5,974,047.9190 
  01/01/2011    to  12/31/2011       11.603890         11.197649      7,583,100.5300 
  01/01/2012    to  12/31/2012       11.197649         12.522590      6,933,156.0682 
  01/01/2013    to  12/31/2013       12.522590         14.680262      6,436,376.3203 
============   ==== ==========       =========         =========      ============== 
 METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)                                    
  04/30/2007    to  12/31/2007       11.417011         11.490612        442,922.6592 
  01/01/2008    to  12/31/2008       11.490612          8.950055        652,459.2995 
  01/01/2009    to  12/31/2009        8.950055         10.798717      1,306,980.1600 
  01/01/2010    to  12/31/2010       10.798717         11.756596      1,886,654.5210 
  01/01/2011    to  12/31/2011       11.756596         11.746461      2,223,052.4513 
  01/01/2012    to  12/31/2012       11.746461         12.788163      2,001,634.7962 
  01/01/2013    to  12/31/2013       12.788163         13.693588      1,481,131.1240 
============   ==== ==========       =========         =========      ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

                                                        [Enlarge/Download Table]

                         1.85% SEPARATE ACCOUNT PRODUCT CHARGES                         
                                                                          NUMBER OF     
                                   ACCUMULATION      ACCUMULATION        ACCUMULATION   
                                  UNIT VALUE AT     UNIT VALUE AT           UNITS       
                                   BEGINNING OF         END OF          OUTSTANDING AT  
                                      PERIOD            PERIOD          END OF PERIOD   
                                 ---------------   ---------------   -------------------
                                                                                        
 METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                          
  04/30/2007    to  12/31/2007       13.206947         13.013546         2,173,055.5702 
  01/01/2008    to  12/31/2008       13.013546          7.936885         2,116,008.2824 
  01/01/2009    to  12/31/2009        7.936885         10.136478         2,370,664.8300 
  01/01/2010    to  12/31/2010       10.136478         11.492124         2,271,869.2643 
  01/01/2011    to  12/31/2011       11.492124         10.844888         2,161,788.3290 
  01/01/2012    to  12/31/2012       10.844888         12.318535         2,009,508.9828 
  01/01/2013    to  12/31/2013       12.318535         15.226579         2,217,690.1765 
============   ==== ==========       =========         =========         ============== 
 METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)                                          
  (FORMERLY MET/FRANKLIN TEMPLETON FOUNDING STRATEGY SUB-ACCOUNT (CLASS B))             
  04/28/2008    to  12/31/2008        9.997973          7.011851           214,344.6661 
  01/01/2009    to  12/31/2009        7.011851          8.848627           441,941.3100 
  01/01/2010    to  12/31/2010        8.848627          9.559131           559,617.7418 
  01/01/2011    to  12/31/2011        9.559131          9.219053           724,814.9956 
  01/01/2012    to  12/31/2012        9.219053         10.508312           526,164.1936 
  01/01/2013    to  04/26/2013       10.508312         11.296594                 0.0000 
============   ==== ==========       =========         =========         ============== 
 METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)                                        
  04/30/2007    to  12/31/2007       11.934914         11.982205         1,549,580.3515 
  01/01/2008    to  12/31/2008       11.982205          8.654300         1,679,198.1799 
  01/01/2009    to  12/31/2009        8.654300         10.711902         2,196,489.9200 
  01/01/2010    to  12/31/2010       10.711902         11.819527         3,090,025.5633 
  01/01/2011    to  12/31/2011       11.819527         11.589772         3,611,199.6196 
  01/01/2012    to  12/31/2012       11.589772         12.786266         3,405,425.9753 
  01/01/2013    to  12/31/2013       12.786266         14.337516         3,003,169.9737 
============   ==== ==========       =========         =========         ============== 

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APPENDIX A                                                                      
CONDENSED FINANCIAL INFORMATION (CONTINUED)                                     

DISCONTINUED INVESTMENT PORTFOLIOS                                              

Effective as of April 29, 2013:                                                 

o Met Investors Series Trust: Met/Franklin Templeton Founding Strategy          
Portfolio (Class B) merged into Met Investors Series Trust: MetLife Growth  
Strategy Portfolio (Class B).                                               

Effective as of April 28, 2014:                                                 

o Met Investors Series Trust: MetLife Defensive Strategy Portfolio (Class B)    
merged into Metropolitan Series Fund: MetLife Asset Allocation 40 Portfolio 
(Class B);                                                                  

o Met Investors Series Trust: MetLife Moderate Strategy Portfolio (Class B)     
merged into Metropolitan Series Fund: MetLife Asset Allocation 40 Portfolio 
(Class B);                                                                  

o Met Investors Series Trust: MetLife Balanced Strategy Portfolio (Class B)     
merged into Metropolitan Series Fund: MetLife Asset Allocation 60 Portfolio 
(Class B); and                                                              

o Met Investors Series Trust: MetLife Growth Strategy Portfolio (Class B)       
merged into Metropolitan Series Fund: MetLife Asset Allocation 80 Portfolio 
(Class B).                                                                  

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APPENDIX B                                                                      

PARTICIPATING INVESTMENT PORTFOLIOS                                             

Below are the advisers and subadvisers and investment objectives of each        
Investment Portfolio available under the contract. The fund prospectuses        
contain more complete information, including a description of the investment    
objectives, policies, restrictions and risks. THERE CAN BE NO ASSURANCE THAT    
THE INVESTMENT OBJECTIVES WILL BE ACHIEVED.                                     

MET INVESTORS SERIES TRUST - GMIB MAX AND EDB MAX PORTFOLIOS (CLASS B)          

Met Investors Series Trust is a mutual fund with multiple portfolios. Unless    
otherwise noted, the following portfolios are managed by MetLife Advisers, LLC, 
which is an affiliate of MetLife Investors USA. The following Class B           
portfolios are available under the contract. If you elect the GMIB Max I rider  
and/or the EDB Max I rider, you must allocate your Purchase Payments and        
Account Value among these Investment Portfolios and the Investment Porfolio     
listed below under "Metropolitan Series Fund - GMIB Max and EDB Max             
Portfolio." (See "Purchase - Investment Allocation Restrictions for Certain     
Riders.") These Investment Portfolios are also available for investment if you  
do not elect the GMIB Max I rider and/or the EDB Max I rider.                   

ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION PORTFOLIO                           

SUBADVISER: AllianceBernstein L.P.                                              

INVESTMENT OBJECTIVE: The AllianceBernstein Global Dynamic Allocation Portfolio 
seeks capital appreciation and current income.                                  

ALLIANZ GLOBAL INVESTORS DYNAMIC MULTI-ASSET PLUS PORTFOLIO                     

SUBADVISER: Allianz Global Investors U.S. LLC                                   

INVESTMENT OBJECTIVE: The Allianz Global Investors Dynamic Multi-Asset Plus     
Portfolio seeks total return.                                                   

AQR GLOBAL RISK BALANCED PORTFOLIO                                              

SUBADVISER: AQR Capital Management, LLC                                         

INVESTMENT OBJECTIVE: The AQR Global Risk Balanced Portfolio seeks total        
return.                                                                         

BLACKROCK GLOBAL TACTICAL STRATEGIES PORTFOLIO                                  

SUBADVISER: BlackRock Financial Management, Inc.                                

INVESTMENT OBJECTIVE: The BlackRock Global Tactical Strategies Portfolio seeks  
capital appreciation and current income.                                        

INVESCO BALANCED-RISK ALLOCATION PORTFOLIO                                      

SUBADVISER: Invesco Advisers, Inc.                                              

INVESTMENT OBJECTIVE: The Invesco Balanced-Risk Allocation Portfolio seeks      
total return.                                                                   

JPMORGAN GLOBAL ACTIVE ALLOCATION PORTFOLIO                                     

SUBADVISER: J.P. Morgan Investment Management Inc.                              

INVESTMENT OBJECTIVE: The JPMorgan Global Active Allocation Portfolio seeks     
capital appreciation and current income.                                        

METLIFE BALANCED PLUS PORTFOLIO                                                 

SUBADVISER - OVERLAY PORTION: Pacific Investment Management Company LLC         

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

METLIFE MULTI-INDEX TARGETED RISK PORTFOLIO                                     

SUBADVISER - OVERLAY PORTION: MetLife Investment Management, LLC                

INVESTMENT OBJECTIVE: The MetLife Multi-Index Targeted Risk Portfolio seeks a   
balance between growth of capital and current income, with a greater emphasis   
on growth of capital.                                                           

PANAGORA GLOBAL DIVERSIFIED RISK PORTFOLIO                                      

SUBADVISER: PanAgora Asset Management, Inc.                                     

INVESTMENT OBJECTIVE: The PanAgora Global Diversified Risk Portfolio seeks      
total return.                                                                   

PYRAMIS (Reg. TM) GOVERNMENT INCOME PORTFOLIO                                   

SUBADVISER: Pyramis Global Advisors, LLC                                        

INVESTMENT OBJECTIVE: The Pyramis (Reg. TM) Government Income Portfolio seeks a 
high level of current income, consistent with preservation of principal.        

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PYRAMIS (Reg. TM) MANAGED RISK PORTFOLIO                                        

SUBADVISER: Pyramis Global Advisors, LLC                                        

INVESTMENT OBJECTIVE: The Pyramis (Reg. TM) Managed Risk Portfolio seeks total  
return.                                                                         

SCHRODERS GLOBAL MULTI-ASSET PORTFOLIO                                          

SUBADVISERS: Schroder Investment Management North America Inc. and Schroder     
Investment Management North America Limited                                     

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

METROPOLITAN SERIES FUND - GMIB MAX AND EDB MAX PORTFOLIO (CLASS G)             

Metropolitan Series Fund is a mutual fund with multiple portfolios. MetLife     
Advisers, LLC, an affiliate of MetLife Investors USA, is the investment adviser 
to the portfolios. The following Class G portfolio is available under the       
contract. If you elect the GMIB Max I rider and/or the EDB Max I rider, you     
must allocate your Purchase Payments and Account Value among this Investment    
Portfolio and the Investment Porfolios listed above under "Met Investors Series 
Trust - GMIB Max and EDB Max Portfolios." (See "Purchase - Investment           
Allocation Restrictions for Certain Riders.") This Investment Portfolio is also 
available for investment if you do not elect the GMIB Max I rider and/or the    
EDB Max I rider.                                                                

BARCLAYS AGGREGATE BOND INDEX PORTFOLIO                                         

SUBADVISER: MetLife Investment Management, LLC                                  

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

MET INVESTORS SERIES TRUST - ASSET ALLOCATION PORTFOLIOS                        

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

AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION PORTFOLIO (CLASS C)                

INVESTMENT OBJECTIVE: The American Funds (Reg. TM) Moderate Allocation          
Portfolio seeks a high total return in the form of income and growth of         
capital, with a greater emphasis on income.                                     

AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION PORTFOLIO (CLASS C)                

INVESTMENT OBJECTIVE: The American Funds (Reg. TM) Balanced Allocation          
Portfolio seeks a balance between a high level of current income and growth of  
capital, with a greater emphasis on growth of capital.                          

AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION PORTFOLIO (CLASS C)                  

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

METLIFE ASSET ALLOCATION 100 PORTFOLIO (CLASS B) (formerly MetLife Aggressive   
Strategy Portfolio)                                                             

INVESTMENT OBJECTIVE: The MetLife Asset Allocation 100 Portfolio seeks growth   
of capital.                                                                     

SSGA GROWTH AND INCOME ETF PORTFOLIO (CLASS B)                                  

SUBADVISER: SSgA Funds Management, Inc.                                         

INVESTMENT OBJECTIVE: The SSgA Growth and Income ETF Portfolio seeks growth of  
capital and income.                                                             

SSGA GROWTH ETF PORTFOLIO (CLASS B)                                             

SUBADVISER: SSgA Funds Management, Inc.                                         

INVESTMENT OBJECTIVE: The SSgA Growth ETF Portfolio seeks growth of capital.    

METROPOLITAN SERIES FUND - ASSET ALLOCATION PORTFOLIOS (CLASS B)                

In addition to the Metropolitan Series Fund portfolios listed above, the        
following Class B portfolios managed by MetLife Advisers, LLC are available     
under the contract:                                                             

METLIFE ASSET ALLOCATION 20 PORTFOLIO                                           

INVESTMENT OBJECTIVE: The MetLife Asset Allocation 20 Portfolio seeks a high    
level of current income, with growth of capital as a secondary objective.       

METLIFE ASSET ALLOCATION 40 PORTFOLIO                                           

INVESTMENT OBJECTIVE: The MetLife Asset Allocation 40 Portfolio seeks high      
total return in the form of income and growth of capital, with a greater        
emphasis on income.                                                             

METLIFE ASSET ALLOCATION 60 PORTFOLIO                                           

INVESTMENT OBJECTIVE: The MetLife Asset Allocation 60 Portfolio seeks a balance 
between a high level of current income and growth of capital, with a greater    
emphasis on growth of capital.                                                  

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METLIFE ASSET ALLOCATION 80 PORTFOLIO                                           

INVESTMENT OBJECTIVE: The MetLife Asset Allocation 80 Portfolio seeks growth of 
capital.                                                                        

METROPOLITAN SERIES FUND (CLASS B)                                              

In addition to the Metropolitan Series Fund portfolios listed above, the        
following Class B portfolio managed by MetLife Advisers, LLC is available under 
the contract:                                                                   

BLACKROCK MONEY MARKET PORTFOLIO                                                

SUBADVISER: BlackRock Advisors, LLC                                             

INVESTMENT OBJECTIVE: The BlackRock Money Market Portfolio seeks a high level   
of current income consistent with preservation of capital.                      

An investment in the BlackRock Money Market Portfolio is not insured or         
guaranteed by the Federal Deposit Insurance Company or any other government     
agency. Although the BlackRock Money Market Portfolio seeks to preserve the     
value of your investment at $100 per share, it is possible to lose money by     
investing in the BlackRock Money Market Portfolio.                              

During extended periods of low interest rates, the yields of the BlackRock      
Money Market Portfolio may become extremely low and possibly negative.          

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APPENDIX C                                                                      

GUARANTEED MINIMUM INCOME BENEFIT EXAMPLES                                      

The purpose of these examples is to illustrate the operation of the Guaranteed  
Minimum Income Benefit. (These examples use the annual increase rate for the    
GMIB Plus III rider, 5%. If a contract was issued with the GMIB Max I rider, or 
if a contract was issued with certain versions of the GMIB Plus II or GMIB Plus 
I riders, the annual increase rate is 6% instead of 5%. See "Living Benefits -  
Guaranteed Income Benefits.") Example (7) shows how required minimum            
distributions affect the Income Base when the GMIB Plus III is elected with an  
IRA contract (or another contract subject to Section 401(a)(9) of the Internal  
Revenue Code).                                                                  

The investment results shown are hypothetical and are not representative of     
past or future performance. Actual investment results may be more or less than  
those shown and will depend upon a number of factors, including investment      
allocations and the investment experience of the Investment Portfolios chosen.  
THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES AND EXPENSES, WITHDRAWAL      
CHARGES OR INCOME TAXES AND TAX PENALTIES.                                      

(1) WITHDRAWAL ADJUSTMENTS TO ANNUAL INCREASE AMOUNT                            

   Dollar-for-dollar adjustment when withdrawal is less than or equal to 5% of
   ---------------------------------------------------------------------------
the Annual Increase Amount from the prior contract anniversary      
--------------------------------------------------------------      

    Assume the initial Purchase Payment is $100,000 and the GMIB Plus III is
selected. Assume that during the first Contract Year, $5,000 is     
withdrawn. Because the withdrawal is less than or equal to 5% of the
  Annual Increase Amount from the prior contract anniversary, the Annual
     Increase Amount is reduced by the withdrawal on a dollar-for-dollar basis
     to $100,000 ($100,000 increased by 5% per year, compounded annually, less
  $5,000 = $100,000). Assuming no other Purchase Payments or withdrawals
are made before the second contract anniversary, the Annual Increase
Amount at the second contract anniversary will be $105,000 ($100,000
increased by 5% per year, compounded annually).                     

 Proportionate adjustment when withdrawal is greater than 5% of the Annual
 -------------------------------------------------------------------------
Increase Amount from the prior contract anniversary                 
---------------------------------------------------                 

    Assume the initial Purchase Payment is $100,000 and the GMIB Plus III is
   selected. Assume the Account Value at the first contract anniversary is
  $100,000. The Annual Increase Amount at the first contract anniversary
will be $105,000 ($100,000 increased by 5% per year, compounded     
annually). Assume that on the first contract anniversary, $10,000 is
     withdrawn (leaving an account balance of $90,000). Because the withdrawal
    is greater than 5% of the Annual Increase Amount from the prior contract
  anniversary, the Annual Increase Amount is reduced by the value of the
 Annual Increase Amount immediately prior to the withdrawal ($105,000)
     multiplied by the percentage reduction in the Account Value attributed to
    that entire withdrawal: 10% (the $10,000 withdrawal reduced the $100,000
Account Value by 10%). Therefore, the new Annual Increase Amount is 
 $94,500 ($105,000 x 10% = $10,500; $105,000 - $10,500 = $94,500). (If
   multiple withdrawals are made during a Contract Year - for example, two
$5,000 withdrawals instead of one $10,000 withdrawal - and those    
 withdrawals total more than 5% of the Annual Increase Amount from the
prior contract anniversary, the Annual Increase Amount is reduced   
     proportionately by each of the withdrawals made during that Contract Year
and there will be no dollar-for-dollar withdrawal adjustment for the
  Contract Year.) Assuming no other Purchase Payments or withdrawals are
   made before the second contract anniversary, the Annual Increase Amount
    at the second contract anniversary will be $99,225 ($94,500 increased by
5% per year, compounded annually).                                  

(2) THE ANNUAL INCREASE AMOUNT                                                  

Example                                                                 
-------                                                                 

      Assume the Owner of the contract is a male, age 55 at issue, and he elects
      the GMIB Plus III rider. He makes an initial Purchase Payment of $100,000,
    and makes no additional Purchase Payments or partial withdrawals. On the
     contract issue date, the Annual Increase Amount is equal to $100,000 (the
initial                                                             

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Purchase Payment). The Annual Increase Amount is calculated at each   
contract anniversary (through the contract anniversary prior to the   
   Owner's 91st birthday). At the tenth contract anniversary, when the Owner
  is age 65, the Annual Increase Amount is $162,889 ($100,000 increased by
    5% per year, compounded annually). See section (3) below for an example of
the calculation of the Highest Anniversary Value.                     

  Graphic Example: Determining a value upon which future income payments can
  --------------------------------------------------------------------------
be based                                                            
--------                                                            

  Assume that you make an initial Purchase Payment of $100,000. Prior to
     annuitization, your Account Value fluctuates above and below your initial
Purchase Payment depending on the investment performance of the     
     investment options you selected. Your Purchase Payments accumulate at the
   annual increase rate of 5%, until the contract anniversary prior to the
    contract Owner's 91st birthday. Your Purchase Payments are also adjusted
 for any withdrawals (including any applicable withdrawal charge) made
    during this period. The line (your Purchase Payments accumulated at 5% a
   year adjusted for withdrawals and charges "the Annual Increase Amount")
is the value upon which future income payments can be based.        

[GRAPHIC APPEARS HERE]                                                          

Graphic Example: Determining your guaranteed lifetime income stream     
-------------------------------------------------------------------     

      Assume that you decide to annuitize your contract and begin taking Annuity
    Payments after 20 years. In this example, your Annual Increase Amount is
higher than the Highest Anniversary Value and will produce a higher 
   income benefit. Accordingly, the Annual Increase Amount will be applied
 to the annuity pay-out rates in the Guaranteed Minimum Income Benefit
 Annuity Table to determine your lifetime Annuity Payments. THE INCOME
    BASE IS NOT AVAILABLE FOR CASH WITHDRAWALS AND IS ONLY USED FOR PURPOSES
OF CALCULATING THE GUARANTEED MINIMUM INCOME BENEFIT PAYMENT AND THE
CHARGE FOR THE BENEFIT.                                             

[GRAPHIC APPEARS HERE]                                                          

(3) THE HIGHEST ANNIVERSARY VALUE (HAV)                                         

Example                                                                 
-------                                                                 

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

  Assume this process is repeated on each contract anniversary until the
  tenth contract anniversary, when the Account Value is $155,000 and the
   Highest Anniversary Value is $150,000. The Highest Anniversary Value is
   set equal to the Account Value ($155,000). See section (4) below for an
example of the exercise of the GMIB Plus III rider.                 

  Graphic Example: Determining a value upon which future income payments can
  --------------------------------------------------------------------------
be based                                                            
--------                                                            

   Prior to annuitization, the Highest Anniversary Value begins to lock in
  growth. The Highest Anniversary Value is adjusted upward each contract
    anniversary if the Account Value at that time is greater than the amount
of the current Highest Anniversary Value. Upward adjustments will   
     continue until the contract anniversary immediately prior to the contract
Owner's                                                             

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81st birthday. The Highest Anniversary Value also is adjusted for any 
withdrawals taken (including any applicable withdrawal charge) or any 
   additional payments made. The Highest Anniversary Value line is the value
upon which future income payments can be based.                       

[GRAPHIC APPEARS HERE]                                                          

Graphic Example: Determining your guaranteed lifetime income stream         
-------------------------------------------------------------------         

      Assume that you decide to annuitize your contract and begin taking Annuity
   Payments after 20 years. In this example, the Highest Anniversary Value
  is higher than the Account Value. Accordingly, the Highest Anniversary
Value will be applied to the annuity payout rates in the Guaranteed 
   Minimum Income Benefit Annuity Table to determine your lifetime Annuity
  Payments. THE INCOME BASE IS NOT AVAILABLE FOR CASH WITHDRAWALS AND IS
ONLY USED FOR PURPOSES OF CALCULATING THE GUARANTEED MINIMUM INCOME 
BENEFIT PAYMENT AND THE CHARGE FOR THE BENEFIT.                     

[GRAPHIC APPEARS HERE]                                                          

(4) PUTTING IT ALL TOGETHER                                                     

Example                                                                 
-------                                                                 

   Continuing the examples in sections (2) and (3) above, assume the Owner
chooses to exercise the GMIB Plus III rider at the tenth contract   
  anniversary and elects a life annuity with 5 years of Annuity Payments
     guaranteed. Because the Annual Increase Amount ($162,889) is greater than
the Highest Anniversary Value ($155,000), the Annual Increase Amount
 ($162,889) is used as the Income Base. The Income Base of $162,889 is
   applied to the GMIB Annuity Table. This yields Annuity Payments of $533
  per month for life, with a minimum of 5 years guaranteed. (If the same
Owner were instead age 70, the Income Base of $162,889 would yield  
  monthly payments of $611; if the Owner were age 75, the Income Base of
$162,889 would yield monthly payments of $717.)                     

The above example does not take into account the impact of premium and
other taxes. As with other pay-out types, the amount you receive as an
    income payment depends on the income type you select, your age, and (where
permitted by state law) your sex. THE INCOME BASE IS NOT AVAILABLE FOR
CASH WITHDRAWALS AND IS ONLY USED FOR PURPOSES OF CALCULATING THE     
   GUARANTEED MINIMUM INCOME BENEFIT PAYMENT AND THE CHARGE FOR THE BENEFIT.

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

    Prior to annuitization, the two calculations (the Annual Increase Amount
   and the Highest Anniversary Value) work together to protect your future
income. Upon annuitization of the contract, you will receive income 
   payments for life and the Income Bases and the Account Value will cease
     to exist. Also, the GMIB Plus III may only be exercised no later than the
     contract anniversary prior to the contract Owner's 91st birthday, after a
  10 year waiting period, and then only within a 30 day period following
the contract anniversary.                                           

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[GRAPHIC APPEARS HERE]                                                          

     With the Guaranteed Minimum Income Benefit, the Income Base is applied to
    special, conservative Guaranteed Minimum Income Benefit annuity purchase
factors, which are guaranteed at the time the contract is issued.   
    However, if then-current annuity purchase factors applied to the Account
     Value would produce a greater amount of income, then you will receive the
     greater amount. In other words, when you annuitize your contract you will
    receive whatever amount produces the greatest income payment. Therefore,
    if your Account Value would provide greater income than would the amount
    provided under the Guaranteed Minimum Income Benefit, you will have paid
 for the Guaranteed Minimum Income Benefit although it was never used.

[GRAPHIC APPEARS HERE]                                                          

(5) THE GUARANTEED PRINCIPAL OPTION - GMIB PLUS III                             

   Assume your initial Purchase Payment is $100,000 and no withdrawals are
    taken. Assume that the Account Value at the 10th contract anniversary is
   $50,000 due to poor market performance, and you exercise the Guaranteed
Principal Option at this time.                                      

The effects of exercising the Guaranteed Principal Option are:          

  1)    A Guaranteed Principal Adjustment of $100,000 - $50,000 = $50,000 is
added to the Account Value 30 days after the 10th contract  
anniversary bringing the Account Value back up to $100,000. 

  2)    The GMIB Plus III rider and rider fee terminates as of the date that
     the adjustment is made to the Account Value; the variable annuity
contract continues.                                         

 3)    The GMIB Plus III allocation and transfer restrictions terminate as
 of the date that the adjustment is made to the Account Value.

[GRAPHIC APPEARS HERE]                                                          

*Withdrawals reduce the original Purchase Payment (I.E. those payments
credited within 120 days of contract issue date) proportionately and
    therefore, may have a significant impact on the amount of the Guaranteed
Principal Adjustment.                                               

(6) THE OPTIONAL STEP-UP: AUTOMATIC ANNUAL STEP-UP - GMIB PLUS III              

Assume your initial investment is $100,000 and no withdrawals are taken. The    
Annual Increase Amount increases to $105,000 on the first anniversary ($100,000 
increased by 5% per year, compounded annually). Assume your Account Value at    
the first contract anniversary is $110,000 due to good market performance, and  
you elected Optional Step-Ups to occur under the Automatic Annual Step-Up       
feature prior to the first contract anniversary. Because your Account Value is  
higher than your Annual Increase Amount, an Optional Step-Up will automatically 
occur.                                                                          

The effect of the Optional Step-Up is:                                          

(1) The Annual Increase Amount automatically resets from $105,000 to      
$110,000;                                                         

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

(3) The GMIB Plus III rider charge may be reset to the fee we would charge
    new contract Owners for the same GMIB Plus III rider at that time; and

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

The Annual Increase Amount increases to $115,500 on the second anniversary      
($110,000 increased by 5% per year, compounded annually). Assume your Account   
Value at the second contract anniversary is $120,000 due to good market         
performance, and you have not discontinued the Automatic Annual Step-Up         
feature. Because your Account Value is higher than your Annual Increase Amount, 
an Optional Step-Up will automatically occur.                                   

The effect of the Optional Step-Up is:                                          

(1) The Annual Increase Amount automatically resets from $115,500 to      
$120,000;                                                         

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

(3) The GMIB Plus III rider charge may be reset to the fee we would charge
    new contract Owners for the same GMIB Plus III rider at that time; and

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

Assume your Account Value increases by $10,000 at each contract anniversary in  
years three through seven. At each contract anniversary, your Account Value     
would exceed the Annual Increase Amount and an Optional Step-Up would           
automatically occur (provided you had not discontinued the Automatic Annual     
Step-Up feature, and other requirements were met).                              

The effect of each Optional Step-Up is:                                         

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

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

(3) The GMIB Plus III rider charge may be reset to the fee we would charge
    new contract Owners for the same GMIB Plus III rider at that time; and

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

After the seventh contract anniversary, the initial Automatic Annual Step-Up    
election expires. Assume you do not make a new election of the Automatic Annual 
Step-Up.                                                                        

The Annual Increase Amount increases to $178,500 on the eighth anniversary      
($170,000 increased by 5% per year, compounded annually). Assume your Account   
Value at the eighth contract anniversary is $160,000 due to poor market         
performance. An Optional Step-Up is NOT permitted because your Account Value is 
lower than your Annual Increase Amount. However, because the Optional Step-Up   
has locked-in previous gains, the Annual Increase Amount remains at $178,500    
despite poor market performance, and, provided the rider continues in effect,   
will continue to grow at 5% annually (subject to adjustments for additional     
Purchase Payments and/or withdrawals) through the contract anniversary prior to 
your 91st birthday. Also, please note:                                          

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

(2) The GMIB Plus III rider charge remains at its current level; and      

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

[GRAPHIC APPEARS HERE]                                                          

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(7) REQUIRED MINIMUM DISTRIBUTION EXAMPLES - GMIB PLUS III                      

The following examples only apply to IRAs and other contracts subject to        
Section 401(a)(9) of the Internal Revenue Code. Assume an IRA contract is       
issued on September 1, 2014 and the GMIB Plus III rider is selected. Assume     
that on the first contract anniversary (September 1, 2015), the Annual Increase 
Amount is $100,000. Assume the required minimum distribution amount for 2015    
with respect to this contract is $6,000, and the required minimum distribution  
amount for 2016 with respect to this contract is $7,200. Assume that on both    
the first contract anniversary (September 1, 2015) and the second contract      
anniversary (September 1, 2016) the Account Value is $100,000. On the second    
contract anniversary, the annual increase rate is the greater of:               

(a) 5%; or                                                                

(b) the required minimum distribution rate (as defined below).            

The required minimum distribution rate equals the greater of:                   

   (1)    the required minimum distribution amount for 2015 ($6,000) or for 2016
         ($7,200), whichever is greater, divided by the Annual Increase Amount
as of September 1, 2015 ($100,000);                         

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

(2b)   if the contract Owner enrolls in both the Systematic Withdrawal    
          ----
        Program and the Automated Required Minimum Distribution Program, the
       total withdrawals during the Contract Year under (i) the Systematic
    Withdrawal Program (up to a maximum of 5% of the Annual Increase
        Amount at the beginning of the Contract Year) and (ii) the Automated
       Required Minimum Distribution Program (which can be used to pay out
       any amount above the Systematic Withdrawal Program withdrawals that
     must be withdrawn to fulfill minimum distribution requirements at
        the end of the calendar year), divided by the Annual Increase Amount
at the beginning of the Contract Year.                      

Because $7,200 (the required minimum distribution amount for 2016) is greater   
than $6,000 (the required minimum distribution amount for 2015), (1) is equal   
to $7,200 divided by $100,000, or 7.2%.                                         

Withdrawals Through the Automated Required Minimum Distribution Program     
-----------------------------------------------------------------------     

If the contract Owner enrolls in the Automated Required Minimum     
Distribution Program and elects monthly withdrawals, the Owner will 
     receive $6,800 over the second Contract Year (from September 2015 through
August 2016). Assuming the Owner makes no withdrawals outside the   
      Automated Required Minimum Distribution Program, on September 1, 2016, the
    Annual Increase Amount will be increased to $100,400. This is calculated
      by increasing the Annual Increase Amount from September 1, 2015 ($100,000)
by the annual increase rate (7.2%) and subtracting the total amount 
 withdrawn through the Automated Required Minimum Distribution Program
($6,800): $100,000 increased by 7.2% = $107,200; $107,200 - $6,800 =
$100,400.                                                           

    (Why does the contract Owner receive $6,800 under the Automated Required
Minimum Distribution Program in this example? From September through
    December 2015, the Owner receives $500 per month ($500 equals the $6,000
required minimum distribution amount for 2015 divided by 12). From  
January through August 2016, the Owner receives $600 per month ($600
   equals the $7,200 required minimum distribution amount for 2016 divided
     by 12). The Owner receives $2,000 in 2015 and $4,800 in 2016, for a total
of $6,800.)                                                         

Withdrawals Outside the Automated Required Minimum Distribution Program     
-----------------------------------------------------------------------     

    If the contract Owner withdraws the $6,000 required minimum distribution
amount for 2015 in December 2015 and makes no other withdrawals from
September 2015 through August 2016, the Annual Increase Amount on   
    September 1, 2016 will be $101,200. This is calculated by increasing the
  Annual Increase Amount from September 1, 2015 ($100,000) by the annual
     increase rate (7.2%) and subtracting the total amount withdrawn ($6,000):
$100,000 increased by 7.2% = $107,200; $107,200 - $6,000 = $101,200.

    If the contract Owner withdraws the $7,200 required minimum distribution
amount for 2016 in January                                          

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  2016 and makes no other withdrawals from September 2015 through August
   2016, the Annual Increase Amount on September 1, 2016 will be $100,000.
This is calculated by increasing the Annual Increase Amount from    
September 1, 2015 ($100,000) by the annual increase rate (7.2%) and 
  subtracting the total amount withdrawn ($7,200): $100,000 increased by
7.2% = $107,200; $107,200 - $7,200 = $100,000.                      

Withdrawals in Excess of the Required Minimum Distribution Amounts          
------------------------------------------------------------------          

     Assume the contract Owner withdraws $7,250 on September 1, 2015 and makes
    no other withdrawals before the second contract anniversary. Because the
   $7,250 withdrawal exceeds the required minimum distribution amounts for
      2015 and 2016, the annual increase rate will be 5% and the Annual Increase
 Amount on the second contract anniversary (September 1, 2016) will be
      $97,387.50. On September 1, 2015, the Annual Increase Amount is reduced by
the value of the Annual Increase Amount immediately prior to the    
withdrawal ($100,000) multiplied by the percentage reduction in the 
  Account Value attributed to the withdrawal (7.25%). Therefore, the new
    Annual Increase Amount is $92,750 ($100,000 x 7.25% = $7,250; $100,000 -
     $7,250 = $92,750). Assuming no other Purchase Payments or withdrawals are
      made before the second contract anniversary, the Annual Increase Amount on
  the second contract anniversary (September 1, 2016) will be $97,387.50
($92,750 increased by 5% per year compounded annually).             

No Withdrawals                                                              
--------------                                                              

   If the contract Owner fulfills the minimum distribution requirements by
making withdrawals from other IRA accounts and does not make any    
   withdrawals from this contract, the Annual Increase Amount on September
 1, 2016 will be $107,200. This is calculated by increasing the Annual
    Increase Amount from September 1, 2015 ($100,000) by the annual increase
    rate (7.2%) and subtracting the total amount withdrawn from the contract
($0).                                                               

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APPENDIX D                                                                      

GUARANTEED WITHDRAWAL BENEFIT EXAMPLES                                          

The purpose of these examples is to illustrate the operation of the Lifetime    
Withdrawal Guarantee. The investment results shown are hypothetical and are not 
representative of past or future performance. Actual investment results may be  
more or less than those shown and will depend upon a number of factors,         
including investment allocations and the investment experience of the           
Investment Portfolios chosen. THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES 
AND EXPENSES, WITHDRAWAL CHARGES OR INCOME TAXES AND TAX PENALTIES. The         
Lifetime Withdrawal Guarantee does not establish or guarantee an Account Value  
or minimum return for any Investment Portfolio. The Total Guaranteed Withdrawal 
Amount and the Remaining Guaranteed Withdrawal Amount cannot be taken as a lump 
sum.                                                                            

A.   Lifetime Withdrawal Guarantee                                              

1.   When Withdrawals Do Not Exceed the Annual Benefit Payment        

Assume that a contract had an initial Purchase Payment of $100,000. The initial 
Account Value would be $100,000, the Total Guaranteed Withdrawal Amount would be
$100,000, the initial Remaining Guaranteed Withdrawal Amount would be $100,000  
and the initial Annual Benefit Payment would be $5,000 ($100,000 x 5%).         

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

If the first withdrawal is taken after age 59 1/2, then the Annual Benefit      
Payment of $5,000 is guaranteed to be received for the Owner's lifetime, even   
if the Remaining Guaranteed Withdrawal Amount and the Account Value are reduced 
to zero. (Under the Lifetime Withdrawal Guarantee II rider, if the contract     
Owner makes the first withdrawal during a Contract Year in which the Owner (or  
older Joint Owner, or Annuitant if the Owner is a non-natural person) attains   
or will attain age 76, the Withdrawal Rate is 6% instead of 5% and the Annual   
Benefit Payment is $6,000.)                                                     

[GRAPHIC APPEARS HERE]                                                          

                                                                [Download Table]

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

2.   When Withdrawals Do Exceed the Annual Benefit Payment                  

a.   Lifetime Withdrawal Guarantee II - Proportionate Reduction       

Assume that a contract with the Lifetime Withdrawal Guarantee II rider had an   
initial Purchase Payment of $100,000. The initial Account Value would be        
$100,000, the Total Guaranteed Withdrawal Amount would be $100,000, the initial 
Remaining Guaranteed Withdrawal Amount would be $100,000 and the initial Annual 
Benefit Payment would be $5,000 ($100,000 x 5%). (If the contract Owner makes   
the first withdrawal during a Contract Year in which the Owner attains or will  
attain age 76, the Withdrawal Rate is 6% instead of 5% and the initial Annual   
Benefit Payment would be $6,000. For                                            

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the purposes of this example, assume the contract Owner makes the first         
withdrawal before the Contract Year in which the Owner attains or will attain   
age 76 and the Withdrawal Rate is therefore 5%.)                                

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

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

b.   Lifetime Withdrawal Guarantee I - Reduction to Account Value     

Assume that a contract with the Lifetime Withdrawal Guarantee I rider had an    
initial Purchase Payment of $100,000. The initial Account Value would be        
$100,000, the Total Guaranteed Withdrawal Amount would be $100,000, the initial 
Remaining Guaranteed Withdrawal Amount would be $100,000 and the initial Annual 
Benefit Payment would be $5,000 ($100,000 x 5%).                                

Assume that the Remaining Guaranteed Withdrawal Amount is reduced to $95,000    
due to a withdrawal of $5,000 in the first year. Assume the Account Value was   
further reduced to $75,000 at year two due to poor market performance. If you   
withdrew $10,000 at this time, your Account Value would be reduced to $75,000 - 
$10,000 = $65,000. Your Remaining Guaranteed Withdrawal Amount would be reduced 
to $95,000 - $10,000 = $85,000. Since the withdrawal of $10,000 exceeded the    
Annual Benefit Payment of $5,000 and the resulting Remaining Guaranteed         
Withdrawal Amount would be greater than the resulting Account Value, there      
would be an additional reduction to the Remaining Guaranteed Withdrawal Amount. 
The Remaining Guaranteed Withdrawal Amount after the withdrawal would be set    
equal to the Account Value after the withdrawal ($65,000). This new Remaining   
Guaranteed Withdrawal Amount of $65,000 would now be the amount guaranteed to   
be available to be withdrawn over time. The Total Guaranteed Withdrawal Amount  
would also be reduced to $65,000. The Annual Benefit Payment would be set equal 
to 5% x $65,000 = $3,250.                                                       

B.   Lifetime Withdrawal Guarantee II - Automatic Annual Step-Ups (No           
Withdrawals)                                                                    

Assume that a contract with the Lifetime Withdrawal Guarantee II rider had an   
initial Purchase Payment of $100,000 and the contract Owner was age 67 at the   
time the contract was issued. Assume that no withdrawals are taken.             

At the first contract anniversary, assume the Account Value has increased to    
$110,000 due to good market performance. The Automatic Annual Step-Up will      
increase the Total Guaranteed Withdrawal Amount from $100,000 to $110,000 and   
reset the Annual Benefit Payment to $5,500 ($110,000 x 5%).                     

At the second contract anniversary, assume the Account Value has increased to   
$120,000 due to good market performance. The Automatic Annual Step-Up will      
increase the Total Guaranteed Withdrawal Amount from $110,000 to $120,000 and   
reset the Annual Benefit Payment to $6,000 ($120,000 x 5%).                     

Assume that on the third through the eighth contract anniversaries the Account  
Value does not exceed the Total Guaranteed Withdrawal Amount due to poor market 
performance. No Automatic Annual Step-Up will take place on the third through   

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the eighth contract anniversaries and the Annual Benefit Payment will remain    
$6,000 ($120,000 x 5%). Assume the Account Value at the ninth contract          
anniversary has increased to $150,000 due to good market performance. The       
Automatic Annual Step-Up will increase the Total Guaranteed Withdrawal Amount   
from $120,000 to $150,000. Because the contract Owner is now age 76 and did not 
take any withdrawals before the Contract Year in which he or she attained age   
76, the Withdrawal Rate will also reset from 5% to 6%. The Annual Benefit       
Payment will be reset to $9,000 ($150,000 x 6%).                                

C.   For Contracts Issued Before July 13, 2009 - Lifetime Withdrawal Guarantee  
II - Compounding Income Amount                                                  

Assume that a contract issued before July 13, 2009 with the Lifetime Withdrawal 
Guarantee II rider had an initial Purchase Payment of $100,000. The initial     
Remaining Guaranteed Withdrawal Amount would be $100,000, the Total Guaranteed  
Withdrawal Amount would be $100,000, and the Annual Benefit Payment would be    
$5,000 ($100,000 x 5%). (If the contract Owner makes the first withdrawal       
during a Contract Year in which the Owner attains or will attain age 76, the    
Withdrawal Rate is 6% instead of 5% and the Annual Benefit Payment would be     
$6,000. For the purposes of this example, assume the contract Owner makes the   
first withdrawal before the Contract Year in which the Owner attains or will    
attain age 76 and the Withdrawal Rate is therefore 5%.)                         

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

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

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

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

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

(The Lifetime Withdrawal Guarantee I rider has a 5% Compounding Income Amount   
                    --
and the Total Guaranteed Withdrawal Amount is increased by 5% on each contract  
anniversary until the earlier of the date of the first withdrawal or the tenth  
                       -----
contract anniversary.)                                                          

[GRAPHIC APPEARS HERE]                                                          

                                                                [Download Table]

Year         Annual 
of Second    Benefit
Withdrawal   Payment
                    
         1   $5,000 
         2     5,363
         3     5,751
         4     6,168
         5     6,615
         6     7,095
         7     7,609
         8     8,161
         9     8,753
        10     9,387
        11    10,068

D. For Contracts Issued Before July 13, 2009 - Lifetime Withdrawal Guarantee    
II - Automatic Annual Step-Ups and 7.25% Compounding Income Amount (No    
Withdrawals)                                                              

Assume that a contract issued before July 13, 2009 with the Lifetime Withdrawal 
Guarantee II rider had an initial Purchase Payment of $100,000. Assume that no  
withdrawals are taken.                                                          

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

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

Assuming that no withdrawals are taken, each year the Total Guaranteed          
Withdrawal Amount would increase by 7.25%, compounded annually, from the second 
contract anniversary through the ninth contract anniversary, and at that point  
would be equal to $195,867. Assume that during these Contract Years the Account 
Value does not exceed the Total Guaranteed Withdrawal Amount due to poor market 
performance. Assume the Account Value at the ninth contract anniversary has     

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increased to $200,000 due to good market performance. The Automatic Annual      
Step-Up will increase the Total Guaranteed Withdrawal Amount from $195,867 to   
$200,000 and reset the Annual Benefit Payment to $10,000 ($200,000 x 5%).       

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

[GRAPHIC APPEARS HERE]                                                          

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APPENDIX E                                                                      

DEATH BENEFIT EXAMPLES                                                          

The purpose of these examples is to illustrate the operation of the Principal   
Protection death benefit and the Enhanced Death Benefit. The investment results 
shown are hypothetical and are not representative of past or future             
performance. Actual investment results may be more or less than those shown and 
will depend upon a number of factors, including the investment allocation made  
by a contract Owner and the investment experience of the Investment Portfolios  
chosen. THE EXAMPLES DO NOT REFLECT THE DEDUCTION OF FEES AND EXPENSES,         
WITHDRAWAL CHARGES OR INCOME TAXES AND TAX PENALTIES.                           

PRINCIPAL PROTECTION DEATH BENEFIT                                              

The purpose of this example is to show how partial withdrawals reduce the       
Principal Protection death benefit proportionately by the percentage reduction  
in Account Value attributable to each partial withdrawal.                       

                                                        [Enlarge/Download Table]

                                                 DATE                         AMOUNT         
                                    ------------------------------  -------------------------
                                                                                             
A  Initial Purchase Payment                   10/1/2014             $100,000                 
B  Account Value                              10/1/2015             $104,000                 
                                    (First Contract Anniversary)                             
C  Death Benefit                           As of 10/1/2015          $104,000                 
                                                                    (= greater of A and B)   
D  Account Value                              10/1/2016             $ 90,000                 
                                    (Second Contract Anniversary)                            
E  Death Benefit                              10/1/2016             $100,000                 
                                                                    (= greater of A and D)   
F  Withdrawal                                 10/2/2016             $  9,000                 
G  Percentage Reduction in Account            10/2/2016                       10%            
   Value                                                            (= F/D)                  
H  Account Value after Withdrawal             10/2/2016             $ 81,000                 
                                                                    (= D-F)                  
I  Purchase Payments Reduced for           As of 10/2/2016          $ 90,000                 
   Withdrawal                                                       (= A-(A x G))            
J  Death Benefit                              10/2/2016             $ 90,000                 
                                                                    (= greater of H and I)   

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

Purchaser is age 60 at issue.                                                   

The Account Values on 10/1/2016 and 10/2/2016 are assumed to be equal prior to  
the withdrawal.                                                                 

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ENHANCED DEATH BENEFIT                                                          

The purpose of these examples is to illustrate the operation of the Death       
Benefit Base under the Enhanced Death Benefit. (These examples use the annual   
increase rate for the Enhanced Death Benefit II rider, 5%. If a contract was    
issued with the EDB Max I rider or certain versions of the Enhanced Death       
Benefit I rider, the annual increase rate is 6% instead of 5%. See "Death       
Benefit - Optional Death Benefit - EDB Max I" and "Death Benefit - Description  
of Enhanced Death Benefit I.") Example (7) shows how required minimum           
distributions affect the Death Benefit Base when the Enhanced Death Benefit II  
rider is elected with an IRA contract (or another contract subject to Section   
401(a)(9) of the Internal Revenue Code).                                        

(1) WITHDRAWAL ADJUSTMENTS TO ANNUAL INCREASE AMOUNT                            

 Dollar-for-dollar adjustment when withdrawal is less than or equal to 5% of
 ---------------------------------------------------------------------------
the Annual Increase Amount from the prior contract anniversary            
--------------------------------------------------------------            

Assume the initial Purchase Payment is $100,000 and the Enhanced Death    
Benefit II is selected. Assume that during the first Contract Year, $5,000
is withdrawn. Because the withdrawal is less than or equal to 5% of the   
Annual Increase Amount from the prior contract anniversary, the Annual    
  Increase Amount is reduced by the withdrawal on a dollar-for-dollar basis to
$100,000 ($100,000 increased by 5% per year, compounded annually, less    
$5,000 = $100,000). Assuming no other Purchase Payments or withdrawals are
made before the second contract anniversary, the Annual Increase Amount at
the second contract anniversary will be $105,000 ($100,000 increased by 5%
per year, compounded annually).                                           

Proportionate adjustment when withdrawal is greater than 5% of the Annual 
------------------------------------------------------------------------- 
Increase Amount from the prior contract anniversary                       
---------------------------------------------------                       

Assume the initial Purchase Payment is $100,000 and the Enhanced Death    
Benefit II is selected. Assume the Account Value at the first contract    
anniversary is $100,000. The Annual Increase Amount at the first contract 
 anniversary will be $105,000 ($100,000 increased by 5% per year, compounded
annually). Assume that on the first contract anniversary, $10,000 is      
withdrawn (leaving an account balance of $90,000). Because the withdrawal 
is greater than 5% of the Annual Increase Amount from the prior contract  
anniversary, the Annual Increase Amount is reduced by the value of the    
Annual Increase Amount immediately prior to the withdrawal ($105,000)     
multiplied by the percentage reduction in the Account Value attributed to 
 that withdrawal (10%). Therefore, the new Annual Increase Amount is $94,500
 ($105,000 x 10% = $10,500; $105,000 - $10,500 = $94,500). Assuming no other
Purchase Payments or withdrawals are made before the second contract      
anniversary, the Annual Increase Amount at the second contract anniversary
will be $99,225 ($94,500 increased by 5% per year, compounded annually).  

(2) THE ANNUAL INCREASE AMOUNT                                                  

Example                                                                   
-------                                                                   

Assume the contract Owner is a male, age 55 at issue, and he elects the   
Enhanced Death Benefit II rider. He makes an initial Purchase Payment of  
 $100,000, and makes no additional Purchase Payments or partial withdrawals.
 On the contract issue date, the Annual Increase Amount is equal to $100,000
 (the initial Purchase Payment). The Annual Increase Amount is calculated at
 each contract anniversary (through the contract anniversary on or following
the contract Owner's 90th birthday). At the tenth contract anniversary,   
when the contract Owner is age 65, the Annual Increase Amount is $162,889 
($100,000 increased by 5% per year, compounded annually). See section (3) 
below for an example of the calculation of the Highest Anniversary Value. 

Determining a Death Benefit Based on the Annual Increase Amount           
---------------------------------------------------------------           

Assume that you make an initial Purchase Payment of $100,000. Prior to    
annuitization, your Account Value fluctuates above and below your initial 
 Purchase Payment depending on the investment performance of the subaccounts
you selected. The Annual Increase Amount, however, accumulates an amount  
 equal to your Purchase Payments at the Annual Increase Rate of 5% per year,
until the contract anniversary on or following the contract Owner's 90th  
birthday. The Annual Increase Amount is also adjusted for any withdrawals 
(including any applicable withdrawal charge) made                         

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

(3) THE HIGHEST ANNIVERSARY VALUE (HAV)                                         

Example                                                                   
-------                                                                   

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

  Assume this process is repeated on each contract anniversary until the tenth
contract anniversary, when the Account Value is $155,000 and the Highest  
Anniversary Value is $150,000. The Highest Anniversary Value is set equal 
to the Account Value ($155,000).                                          

Determining a Death Benefit Based on the Highest Anniversary Value        
------------------------------------------------------------------        

Prior to annuitization, the Highest Anniversary Value begins to lock in   
growth. The Highest Anniversary Value is adjusted upward each contract    
 anniversary if the Account Value at that time is greater than the amount of
the current Highest Anniversary Value. Upward adjustments will continue   
until the contract anniversary immediately prior to the contract Owner's  
81st birthday. The Highest Anniversary Value also is adjusted for any     
withdrawals taken (including any applicable withdrawal charge) or any     
additional payments made. The Highest Anniversary Value is the value upon 
 which a future death benefit amount can be based (if it is greater than the
Annual Increase Amount and Account Value on the date the death benefit    
amount is determined).                                                    

(4) PUTTING IT ALL TOGETHER                                                     

Example                                                                   
-------                                                                   

Continuing the examples in sections (2) and (3) above, assume the contract
Owner dies after the tenth contract anniversary but prior to the eleventh 
contract anniversary, and on the date the death benefit amount is         
determined, the Account Value is $150,000 due to poor market performance. 
Because the Annual Increase Amount ($162,889) is greater than the Highest 
 Anniversary Value ($155,000), the Annual Increase Amount ($162,889) is used
as the Death Benefit Base. Because the Death Benefit Base ($162,889) is   
greater than the Account Value ($150,000), the Death Benefit Base will be 
the death benefit amount.                                                 

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

(5) THE OPTIONAL STEP-UP                                                        

Assume your initial Purchase Payment is $100,000 and no withdrawals are taken.  
The Annual Increase Amount increases to $105,000 on the first anniversary       
($100,000 increased by 5% per year, compounded annually). Assume your Account   
Value at the first contract anniversary is $110,000 due to good market          
performance, and you elect an Optional Step-Up.                                 

The effect of the Optional Step-Up election is:                                 

(1) The Annual Increase Amount resets from $105,000 to $110,000; and          

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

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The Annual Increase Amount increases to $115,500 on the second anniversary      
($110,000 increased by 5% per year, compounded annually). Assume your Account   
Value at the second contract anniversary is $112,000 due to poor market         
performance. You may NOT elect an Optional Step-Up at this time, because the    
Account Value is less than the Annual Increase Amount.                          

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

Assume your initial Purchase Payment is $100,000 and no withdrawals are taken.  
The Annual Increase Amount increases to $105,000 on the first anniversary       
($100,000 increased by 5% per year, compounded annually). Assume your Account   
Value at the first contract anniversary is $110,000 due to good market          
performance, and you elected Optional Step-Ups to occur under the Automatic     
Annual Step-Up feature prior to the first contract anniversary. Because your    
Account Value is higher than your Annual Increase Amount, an Optional Step-Up   
will automatically occur.                                                       

The effect of the Optional Step-Up is:                                          

(1) The Annual Increase Amount automatically resets from $105,000 to          
$110,000; and                                                         

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

The Annual Increase Amount increases to $115,500 on the second anniversary      
($110,000 increased by 5% per year, compounded annually). Assume your Account   
Value at the second contract anniversary is $120,000 due to good market         
performance, and you have not discontinued the Automatic Annual Step-Up         
feature. Because your Account Value is higher than your Annual Increase Amount, 
an Optional Step-Up will automatically occur.                                   

The effect of the Optional Step-Up is:                                          

(1) The Annual Increase Amount automatically resets from $115,500 to          
$120,000; and                                                         

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

Assume your Account Value increases by $10,000 at each contract anniversary in  
years three through seven. At each contract anniversary, your Account Value     
would exceed the Annual Increase Amount and an Optional Step-Up would           
automatically occur (provided you had not discontinued the Automatic Annual     
Step-Up feature, and other requirements were met).                              

The effect of the Optional Step-Up is:                                          

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

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

After the seventh contract anniversary, the initial Automatic Annual Step-Up    
election expires. Assume you do not make a new election of the Automatic Annual 
Step-Up. The Annual Increase Amount increases to $178,500 on the eighth         
anniversary ($170,000 increased by 5% per year, compounded annually). Assume    
your Account Value at the eighth contract anniversary is $160,000 due to poor   
market performance. An Optional Step-Up is NOT permitted because your Account   
Value is lower than your Annual Increase Amount. However, because the Optional  
Step-Up has locked-in previous gains, the Annual Increase Amount remains at     
$178,500 despite poor market performance, and, provided the rider continues in  
effect, will continue to grow at 5% annually (subject to adjustments for        
additional Purchase Payments and/or withdrawals) through the contract           
anniversary on or after your 90th birthday. Also, note the Enhanced Death       
Benefit II rider charge remains at its current level.                           

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(7) REQUIRED MINIMUM DISTRIBUTION EXAMPLES - ENHANCED DEATH BENEFIT II          

The following examples only apply to IRAs and other contracts subject to        
Section 401(a)(9) of the Internal Revenue Code. Assume an IRA contract is       
issued on September 1, 2014 and the Enhanced Death Benefit II rider is          
selected. Assume that on the first contract anniversary (September 1, 2015),    
the Annual Increase Amount is $100,000. Assume the required minimum             
distribution amount for 2015 with respect to this contract is $6,000, and the   
required minimum distribution amount for 2016 with respect to this contract is  
$7,200. Assume that on both the first contract anniversary (September 1, 2015)  
and the second contract anniversary (September 1, 2016) the Account Value is    
$100,000. On the second contract anniversary, the annual increase rate is the   
greater of:                                                                     

(a) 5%; or                                                            

(b) the required minimum distribution rate (as defined below).        

The required minimum distribution rate equals the greater of:                   

(1) the required minimum distribution amount for 2015 ($6,000) or for 2016    
  ($7,200), whichever is greater, divided by the Annual Increase Amount as
of September 1, 2015 ($100,000);                                      

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

(2b) if the contract Owner enrolls in both the Systematic Withdrawal Program  
  ----
and the Automated Required Minimum Distribution Program, the total    
  withdrawals during the Contract Year under (i) the Systematic Withdrawal
Program (up to a maximum of 5% of the Annual Increase Amount at the   
 beginning of the Contract Year) and (ii) the Automated Required Minimum
 Distribution Program (which can be used to pay out any amount above the
Systematic Withdrawal Program withdrawals that must be withdrawn to   
fulfill minimum distribution requirements at the end of the calendar  
year), divided by the Annual Increase Amount at the beginning of the  
Contract Year.                                                        

Because $7,200 (the required minimum distribution amount for 2016) is greater   
than $6,000 (the required minimum distribution amount for 2015), (1) is equal   
to $7,200 divided by $100,000, or 7.2%.                                         

(If a contract is issued with the EDB Max I rider instead of the Enhanced Death 
Benefit II rider, (a) is 6% instead of 5%. See "Death Benefit - Optional Death  
Benefit - EDB Max I.")                                                          

(i) Withdrawals Through the Automated Required Minimum Distribution   
 ---------------------------------------------------------------
Program                                                                         
-------                                                                         

If the contract Owner enrolls in the Automated Required Minimum Distribution    
Program and elects monthly withdrawals, the Owner will receive $6,800 over the  
second Contract Year (from September 2015 through August 2016). Assuming the    
Owner makes no withdrawals outside the Automated Required Minimum Distribution  
Program, on September 1, 2016, the Annual Increase Amount will be increased to  
$100,400. This is calculated by increasing the Annual Increase Amount from      
September 1, 2015 ($100,000) by the annual increase rate (7.2%) and subtracting 
the total amount withdrawn through the Automated Required Minimum Distribution  
Program ($6,800): $100,000 increased by 7.2% = $107,200; $107,200 - $6,800 =    
$100,400.                                                                       

(Why does the contract Owner receive $6,800 under the Automated Required        
Minimum Distribution Program in this example? From September through December   
2015, the Owner receives $500 per month ($500 equals the $6,000 required        
minimum distribution amount for 2015 divided by 12). From January through       
August 2016, the Owner receives $600 per month ($600 equals the $7,200 required 
minimum distribution amount for 2016 divided by 12). The Owner receives $2,000  
in 2015 and $4,800 in 2016, for a total of $6,800.)                             

(ii) Withdrawals Outside the Automated Required Minimum Distribution  
   ---------------------------------------------------------------
Program                                                                         
-------                                                                         

If the contract Owner withdraws the $6,000 required minimum distribution amount 
for 2015 in December 2015 and makes no other withdrawals from September 2015    
through August 2016, the Annual Increase Amount on September 1, 2016 will be    
$101,200. This is calculated by increasing the Annual Increase Amount from      
September 1, 2015 ($100,000) by the                                             

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annual increase rate (7.2%) and subtracting the total amount withdrawn          
($6,000): $100,000 increased by 7.2% = $107,200; $107,200 - $6,000 = $101,200.  

If the contract Owner withdraws the $7,200 required minimum distribution amount 
for 2016 in January 2016 and makes no other withdrawals from September 2015     
through August 2016, the Annual Increase Amount on September 1, 2016 will be    
$100,000. This is calculated by increasing the Annual Increase Amount from      
September 1, 2015 ($100,000) by the annual increase rate (7.2%) and subtracting 
the total amount withdrawn ($7,200): $100,000 increased by 7.2% = $107,200;     
$107,200 - $7,200 = $100,000.                                                   

  (iii) Withdrawals in Excess of the Required Minimum Distribution Amounts
        ------------------------------------------------------------------

Assume the contract Owner withdraws $7,250 on September 1, 2015 and makes no    
other withdrawals before the second contract anniversary. Because the $7,250    
withdrawal exceeds the required minimum distribution amounts for 2015 and 2016, 
the annual increase rate will be 5% and the Annual Increase Amount on the       
second contract anniversary (September 1, 2016) will be $97,387.50. On          
September 1, 2015, the Annual Increase Amount is reduced by the value of the    
Annual Increase Amount immediately prior to the withdrawal ($100,000)           
multiplied by the percentage reduction in the Account Value attributed to the   
withdrawal (7.25%). Therefore, the new Annual Increase Amount is $92,750        
($100,000 x 7.25% = $7,250; $100,000 - $7,250 = $92,750). Assuming no other     
Purchase Payments or withdrawals are made before the second contract            
anniversary, the Annual Increase Amount on the second contract anniversary      
(September 1, 2016) will be $97,387.50 ($92,750 increased by 5% per year        
compounded annually).                                                           

(iv) No Withdrawals                                                   
--------------                                              

If the contract Owner fulfills the minimum distribution requirements by making  
withdrawals from other IRA accounts and does not make any withdrawals from this 
contract, the Annual Increase Amount on September 1, 2016 will be $107,200.     
This is calculated by increasing the Annual Increase Amount from September 1,   
2015 ($100,000) by the annual increase rate (7.2%) and subtracting the total    
amount withdrawn from the contract ($0).                                        

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STATEMENT OF ADDITIONAL INFORMATION 

INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT 

ISSUED BY 

METLIFE INVESTORS USA SEPARATE ACCOUNT A

AND 

METLIFE INVESTORS USA INSURANCE COMPANY 

SERIES S  

(OFFERED BETWEEN APRIL 30, 2007 AND OCTOBER 7, 2011)

SERIES S - L SHARE OPTION 
(OFFERED BETWEEN APRIL 30, 2007 AND OCTOBER 7, 2011)

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE    
READ IN CONJUNCTION WITH THE PROSPECTUS DATED APRIL 28, 2014, FOR THE           
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT THAT IS DESCRIBED HEREIN.         

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR     
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS WRITE US AT: P.O.  
BOX 10366, DES MOINES, IOWA 50306-0366, OR CALL (800) 343-8496.                 

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED APRIL 28, 2014.               

SAI-0414USAS                                                                    

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TABLE OF CONTENTS                          PAGE                                 

                                                                [Download Table]
                                               
COMPANY.................................     3 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING       
FIRM....................................     3 
CUSTODIAN...............................     3 
DISTRIBUTION............................     3 
     Reduction or Elimination of the           
     Withdrawal Charge.......................5 
CALCULATION OF PERFORMANCE INFORMATION       5 
     Total Return.......................     5 
     Historical Unit Values.............     6 
     Reporting Agencies.................     6 
ANNUITY PROVISIONS......................     6 
     Variable Annuity...................     6 
     Fixed Annuity......................     8 
     Mortality and Expense Guarantee....     8 
     Legal or Regulatory Restrictions          
     on Transactions.........................8 
ADDITIONAL FEDERAL TAX CONSIDERATIONS...     8 
FINANCIAL STATEMENTS....................    12 

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COMPANY                                                                         

MetLife Investors USA Insurance Company (MetLife Investors USA) is a stock life 
insurance company founded on September 13, 1960, and organized under the laws   
of the State of Delaware. Its principal executive offices are located at 11225  
North Community House Road, Charlotte, NC 28277. MetLife Investors USA is       
authorized to transact the business of life insurance, including annuities, and 
is currently licensed to do business in all states (except New York) and the    
District of Columbia. On October 11, 2006, MetLife Investors USA became a       
wholly-owned subsidiary of MetLife Insurance Company of Connecticut. We changed 
our name to MetLife Investors USA Insurance Company on January 8, 2001. On      
December 31, 2002, MetLife Investors USA became an indirect subsidiary of       
MetLife, Inc., a listed company on the New York Stock Exchange. MetLife, Inc.,  
through its subsidiaries and affiliates, is a leading provider of insurance and 
other financial services to individual and institutional customers.             

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                   

The financial statements and financial highlights comprising each of the        
Sub-Accounts of MetLife Investors USA Separate Account A, included in this      
Statement of Additional Information, have been audited by Deloitte & Touche     
LLP, an independent registered public accounting firm, as stated in their       
report appearing herein. Such financial statements and financial highlights are 
included in reliance upon the report of such firm given upon their authority as 
experts in accounting and auditing.                                             

The consolidated financial statements of MetLife Investors USA Insurance        
Company and subsidiary (the "Company"), included in this Statement of           
Additional Information, have been audited by Deloitte & Touche LLP, independent 
auditors, as stated in their report appearing herein (which report expresses an 
unmodified opinion and includes an other matter paragraph related to the        
Company being a member of a controlled group). Such financial statements are    
included in reliance upon the report of such firm given upon their authority as 
experts in accounting and auditing.                                             

The principal business address of Deloitte & Touche LLP is 30 Rockefeller       
Plaza, New York, New York 10112-0015.                                           

CUSTODIAN                                                                       

MetLife Investors USA Insurance Company, 11225 North Community House Road,      
Charlotte, NC 28277, is the custodian of the assets of the Separate Account.    
The custodian has custody of all cash of the Separate Account and handles the   
collection of proceeds of shares of the underlying funds bought and sold by the 
Separate Account.                                                               

DISTRIBUTION                                                                    

Information about the distribution of the contracts is contained in the         
prospectus. (See "Other Information.") Additional information is provided       
below.                                                                          

The contracts are offered to the public on a continuous basis. We anticipate    
continuing to offer the contracts, but reserve the right to discontinue the     
offering.                                                                       

MetLife Investors Distribution Company ("Distributor") serves as principal      
underwriter for the contracts. Distributor is a Missouri corporation and its    
home office is located at 1095 Avenue of the Americas, New York, NY 10036. In   
December 2004, MetLife Investors Distribution Company, which was then a         
Delaware corporation, was merged into General American Distributors, Inc., and  
the name of the surviving corporation was changed to MetLife Investors          
Distribution Company. Distributor is an indirect, wholly-owned subsidiary of    
MetLife, Inc. Distributor is registered as a broker-dealer with the Securities  
and Exchange Commission under the Securities Exchange Act of 1934 and is a      
member of the Financial Industry Regulatory Authority ("FINRA"). Distributor is 
a member of the Securities Investor Protection Corporation. Distributor has     
entered into selling agreements with other broker-dealers ("selling firms") and 
compensates them for their services.                                            

Distributor (including its predecessor) received sales compensation with        
respect to all contracts issued from the Separate Account in the following      
amounts during the periods indicated:                                           

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                                                                [Download Table]

                                           Aggregate Amount of 
                                           Commissions Retained
                  Aggregate Amount of      by Distributor After
                  Commissions Paid to      Payments to Selling 
Fiscal year           Distributor                 Firms        
-------------    ---------------------    ---------------------
                                                               
2013             $  456,083,088           $0                   
2012             $  689,121,186           $0                   
2011             $1,101,222,893           $0                   

Distributor passes through commissions to selling firms for their sales. In     
addition we pay compensation to Distributor to offset its expenses, including   
compensation costs, marketing and distribution expenses, advertising,           
wholesaling, printing, and other expenses of distributing the contracts.        

As noted in the prospectus, we and Distributor pay compensation to all selling  
firms in the form of commissions and certain types of non-cash compensation. We 
and Distributor may pay additional compensation to selected firms, including    
marketing allowances, introduction fees, persistency payments, preferred status 
fees and industry conference fees. The terms of any particular agreement        
governing compensation may vary among selling firms and the amounts may be      
significant. The amount of additional compensation (non-commission amounts)     
paid to selected selling firms during 2013 ranged from $370 to $19,654,296.*    
The amount of commissions paid to selected selling firms during 2013 ranged     
from $0 to $58,087,068. The amount of total compensation (includes              
non-commission as well as commission amounts) paid to selected selling firms    
during 2013 ranged from $1,696 to $77,741,364.*                                 

* For purposes of calculating this range, the additional compensation           
(non-commission) amounts received by a selling firm includes additional         
compensation received by the firm for the sale of insurance products issued by  
our affiliates First MetLife Investors Insurance Company, MetLife Investors     
Insurance Company and MetLife Insurance Company of Connecticut.                 

The following list sets forth the names of selling firms that received          
additional compensation in 2013 in connection with the sale of our variable     
annuity contracts, variable life policies and other insurance products          
(including the contracts offered by the prospectus). The selling firms are      
listed in alphabetical order.                                                   

Ameriprise Financial Services, Inc.                                             
BBVA Compass Investment Solutions, Inc.                                         

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

Cetera Advisor Networks LLC                                                     

Cetera Financial Specialists LLC                                                

CFD Investment, Inc.                                                            

Citigroup Global Markets, Inc.                                                  
Commonwealth Financial Network                                                  
CUSO Financial Services, L.P.                                                   
Edward D. Jones & Co., L.P.                                                     

Essex National Securities, Inc.                                                 

Financial Network Investment Corporation                                        
First Allied Securities, Inc.                                                   
First Tennessee Brokerage, Inc.                                                 
Founders Financial Securities, LLC                                              

FSC Securities Corporation                                                      

H. D. Vest Investment Services, Inc.                                            

ING Financial Partners, Inc.                                                    
Investacorp, Inc.                                                               

Investment Centers of America, Inc.                                             
Investment Professionals, Inc.                                                  

J.J.B. Hilliard, W.L. Lyons, LLC                                                

Janney Montgomery Scott, LLC                                                    
Key Investment Services LLC                                                     

Lincoln Financial Advisors Corporation                                          

Lincoln Financial Securities Corporation                                        

Lincoln Investment Planning, Inc.                                               

LPL Financial LLC                                                               

M&T Securities, Inc.                                                            
Merrill Lynch, Inc.                                                             

Morgan Stanley Smith Barney, LLC                                                
Multi Financial Securities Corporation                                          

National Planning Corporation                                                   

NEXT Financial Group                                                            
NFP Securities, Inc.                                                            
PFS Investments Inc.                                                            
Pioneer Funds Distributor, Inc.                                                 
PNC Investments LLC                                                             

PrimeVest Financial Services, Inc.                                              

ProEquities, Inc.                                                               

Raymond James & Associates, Inc.                                                

Raymond James Financial Services, Inc.                                          
RBC Wealth Management                                                           
Royal Alliance Associates, Inc.                                                 

SII Investments, Inc.                                                           

Sammons Securities Company, LLC                                                 

Santander Securities, LLC.                                                      

Securities America, Inc.                                                        
Sigma Financial Corporation                                                     

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Signator Investors, Inc.                                                        
Stifel, Nicolaus & Company, Incorporated                                        

Transamerica Financial Advisors, Inc.                                           
Triad Advisors, Inc.                                                            
UBS Financial Services, Inc.                                                    
U.S. Bancorp Investments, Inc.                                                  

United Planners' Financial Services of America                                  

ValMark Securities, Inc.                                                        

Wall Street Financial Group, Inc.                                               

Wells Fargo Advisors Financial Network, LLC                                     

Wells Fargo Advisors, LLC                                                       

Woodbury Financial Services, Inc.                                               

There are other broker dealers who receive compensation for servicing our       
contracts, and the Account Value of the contracts or the amount of added        
Purchase Payments received may be included in determining their additional      
compensation, if any.                                                           

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE                               

The amount of the withdrawal charge on the contracts may be reduced or          
eliminated when sales of the contracts are made to individuals or to a group of 
individuals in a manner that results in savings of sales expenses. The          
entitlement to reduction of the withdrawal charge will be determined by the     
Company after examination of all the relevant factors such as:                  

1.   The size and type of group to which sales are to be made will be           
    considered. Generally, the sales expenses for a larger group are less than
  for a smaller group because of the ability to implement large numbers of
contracts with fewer sales contacts.                                  

2.   The total amount of Purchase Payments to be received will be considered.   
Per contract sales expenses are likely to be less on larger Purchase  
Payments than on smaller ones.                                        

3.   Any prior or existing relationship with the Company will be considered.    
 Per contract sales expenses are likely to be less when there is a prior
existing relationship because of the likelihood of implementing the   
contract with fewer sales contacts.                                   

4.   There may be other circumstances, of which the Company is not presently    
aware, which could result in reduced sales expenses.                  

If, after consideration of the foregoing factors, the Company determines that   
there will be a reduction in sales expenses, the Company may provide for a      
reduction or elimination of the withdrawal charge.                              

The withdrawal charge may be eliminated when the contracts are issued to an     
officer, director or employee of the Company or any of its affiliates. In no    
event will any reduction or elimination of the withdrawal charge be permitted   
where the reduction or elimination will be unfairly discriminatory to any       
person. In lieu of a withdrawal charge waiver, we may provide an Account Value  
credit.                                                                         

CALCULATION OF PERFORMANCE INFORMATION                                          

TOTAL RETURN                                                                    

From time to time, the Company may advertise performance data. Such data will   
show the percentage change in the value of an Accumulation Unit based on the    
performance of an Investment Portfolio over a period of time, usually a         
calendar year, determined by dividing the increase (decrease) in value for that 
unit by the Accumulation Unit value at the beginning of the period.             

Any such advertisement will include total return figures for the time periods   
indicated in the advertisement. Such total return figures will reflect the      
deduction of the Separate Account product charges, the expenses for the         
underlying Investment Portfolio being advertised and any applicable account     
fee, withdrawal charge, Enhanced Death Benefit rider charge, and/or GMIB or GWB 
rider charge. For purposes of calculating performance information, the Enhanced 
Death Benefit rider charge and the GWB rider charge may be reflected as a       
percentage of Account Value or other theoretical benefit base. Premium taxes    
are not reflected. The deduction of such charges would reduce any percentage    
increase or make greater any percentage decrease.                               

The hypothetical value of a contract purchased for the time periods described   
in the advertisement will be determined by using the actual Accumulation Unit   
values for an initial $1,000 Purchase Payment, and deducting any applicable     
account fee and any applicable sales charge to arrive at the ending             
hypothetical value. The average annual total return is then determined by       
computing the fixed interest rate that a $1,000 Purchase Payment would have to  
earn annually, compounded annually, to grow to the hypothetical value at        

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the end of the time periods described. The formula used in these calculations   
is:                                                                             

P (1 + T)n = ERV                                                            

Where:                                                                          

P = a hypothetical initial payment of $1,000                                

T = average annual total return                                             

n = number of years                                                         

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

The Company may also advertise performance data which will be calculated in the 
same manner as described above but which will not reflect the deduction of a    
withdrawal charge, or applicable Enhanced Death Benefit, GMIB, or GWB rider     
charge. Premium taxes are not reflected. The deduction of such charges would    
reduce any percentage increase or make greater any percentage decrease.         

Owners should note that the investment results of each Investment Portfolio     
will fluctuate over time, and any presentation of the Investment Portfolio's    
total return for any period should not be considered as a representation of     
what an investment may earn or what the total return may be in any future       
period.                                                                         

HISTORICAL UNIT VALUES                                                          

The Company may also show historical Accumulation Unit values in certain        
advertisements containing illustrations. These illustrations will be based on   
actual Accumulation Unit values.                                                

In addition, the Company may distribute sales literature which compares the     
percentage change in Accumulation Unit values for any of the against            
established market indices such as the Standard & Poor's 500 Composite Stock    
Price Index, the Dow Jones Industrial Average or other management investment    
companies which have investment objectives similar to the Investment Portfolio  
being compared. The Standard & Poor's 500 Composite Stock Price Index is an     
unmanaged, unweighted average of 500 stocks, the majority of which are listed   
on the New York Stock Exchange. The Dow Jones Industrial Average is an          
unmanaged, weighted average of thirty blue chip industrial corporations listed  
on the New York Stock Exchange. Both the Standard & Poor's 500 Composite Stock  
Price Index and the Dow Jones Industrial Average assume quarterly reinvestment  
of dividends.                                                                   

REPORTING AGENCIES                                                              

The Company may also distribute sales literature which compares the performance 
of the Accumulation Unit values of the Contracts with the unit values of        
variable annuities issued by other insurance companies. Such information will   
be derived from the Lipper Variable Insurance Products Performance Analysis     
Service, the VARDS Report or from Morningstar.                                  

The Lipper Variable Insurance Products Performance Analysis Service is          
published by Lipper Analytical Services, Inc., a publisher of statistical data  
which currently tracks the performance of thousands of investment companies.    
The rankings compiled by Lipper may or may not reflect the deduction of         
asset-based insurance charges. The Company's sales literature utilizing these   
rankings will indicate whether or not such charges have been deducted. Where    
the charges have not been deducted, the sales literature will indicate that if  
the charges had been deducted, the ranking might have been lower.               

The VARDS Report is a monthly variable annuity industry analysis compiled by    
Variable Annuity Research & Data Service. The VARDS rankings may or may not     
reflect the deduction of asset-based insurance charges. In addition, VARDS      
prepares risk adjusted rankings, which consider the effects of market risk on   
total return performance. This type of ranking may address the question as to   
which funds provide the highest total return with the least amount of risk.     
Other ranking services may be used as sources of performance comparison, such   
as CDA/Weisenberger.                                                            

Morningstar rates a variable annuity against its peers with similar investment  
objectives. Morningstar does not rate any variable annuity that has less than   
three years of performance data.                                                

ANNUITY PROVISIONS                                                              

VARIABLE ANNUITY                                                                

A variable annuity is an annuity with payments which: (1) are not predetermined 
as to dollar amount; and (2) will vary in amount in proportion to the amount    
that the net investment factor exceeds the assumed investment return selected.  

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

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

1.   the dollar amount of the first variable Annuity Payment is divided by the  
 value of an Annuity Unit for each applicable Investment Portfolio as of
    the annuity calculation date. This establishes the number of Annuity Units
   for each monthly payment. The number of Annuity Units for each applicable
  Investment Portfolio remains fixed during the annuity period, unless you
transfer values from the Investment Portfolio to another Investment   
Portfolio;                                                            

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

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

ANNUITY UNIT - The initial Annuity Unit value for each Investment Portfolio of  
the Separate Account was set by us.                                             

The subsequent Annuity Unit value for each Investment Portfolio is determined   
by multiplying the Annuity Unit value for the immediately preceding Business    
Day by the net investment factor for the Investment Portfolio for the current   
Business Day and multiplying the result by a factor for each day since the last 
Business Day which represents the daily equivalent of the AIR you elected.      

(1) the dollar amount of the first Annuity Payment is divided by the value of   
an Annuity Unit as of the Annuity Date. This establishes the number of Annuity  
Units for each monthly payment. The number of Annuity Units remains fixed       
during the Annuity Payment period.                                              

(2) the fixed number of Annuity Units is multiplied by the Annuity Unit value   
for the last valuation period of the month preceding the month for which the    
payment is due. This result is the dollar amount of the payment.                

NET INVESTMENT FACTOR - The net investment factor for each Investment Portfolio 
is determined by dividing A by B and multiplying by (1-C) where:                

A is (i)   the net asset value per share of the portfolio at the end of the     
current Business Day; plus                                

  (ii)  any dividend or capital gains per share declared on behalf of such
       portfolio that has an ex-dividend date as of the current Business
Day.                                                      

B is       the net asset value per share of the portfolio for the immediately   
preceding Business Day.                                   

C is (i)   the Separate Account product charges and for each day since the last 
    Business Day. The daily charge is equal to the annual Separate
Account product charges divided by 365; plus              

 (ii)  a charge factor, if any, for any taxes or any tax reserve we have
       established as a result of the operation of the Separate Account.

Transfers During the Annuity Phase:                                             

o   You may not make a transfer from the fixed Annuity Option to the variable   
Annuity Option;                                                         

o   Transfers among the subaccounts will be made by converting the number of    
Annuity Units being transferred to the number of Annuity Units of the   
  subaccount to which the transfer is made, so that the next Annuity Payment
if it were made at that time would be the same amount that it would have
been without the transfer. Thereafter, Annuity Payments will reflect    
changes in the value of the new Annuity Units; and                      

o   You may make a transfer from the variable Annuity Option to the fixed       
Annuity Option. The amount                                              

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  transferred from a subaccount of the Separate Account will be equal to the
  product of "(a)" multiplied by "(b)" multiplied by "(c)", where (a) is the
number of Annuity Units representing your interest in the subaccount per
  Annuity Payment; (b) is the Annuity Unit value for the subaccount; and (c)
  is the present value of $1.00 per payment period for the remaining annuity
benefit period based on the attained age of the Annuitant at the time of
transfer, calculated using the same actuarial basis as the variable     
 annuity rates applied on the Annuity Date for the Annuity Option elected.
 Amounts transferred to the fixed Annuity Option will be applied under the
  Annuity Option elected at the attained age of the Annuitant at the time of
the transfer using the fixed Annuity Option table. If at the time of    
transfer, the then current fixed Annuity Option rates applicable to this
 class of contracts provide a greater payment, the greater payment will be
  made. All amounts and Annuity Unit values will be determined as of the end
of the Business Day on which the Company receives a notice.             

FIXED ANNUITY                                                                   

A fixed annuity is a series of payments made during the Annuity Phase which are 
guaranteed as to dollar amount by the Company and do not vary with the          
investment experience of the Separate Account. The Adjusted Contract Value on   
the day immediately preceding the Annuity Date will be used to determine the    
fixed annuity monthly payment. The monthly Annuity Payment will be based upon   
the Annuity Option elected, the Annuitant's age, the Annuitant's sex (where     
permitted by law), and the appropriate Annuity Option table. Your annuity rates 
will not be less than those guaranteed in your contract at the time of          
purchase. If, as of the annuity calculation date, the then current Annuity      
Option rates applicable to this class of contracts provide an Annuity Payment   
greater than that which is guaranteed under the same Annuity Option under this  
contract, the greater payment will be made.                                     

MORTALITY AND EXPENSE GUARANTEE                                                 

The Company guarantees that the dollar amount of each Annuity Payment after the 
first Annuity Payment will not be affected by variations in mortality or        
expense experience.                                                             

LEGAL OR REGULATORY RESTRICTIONS ON TRANSACTIONS                                

If mandated under applicable law, the Company may be required to reject a       
premium payment. The Company may also be required to block a contract Owner's   
account and thereby refuse to pay any request for transfers, withdrawals,       
surrenders, death benefits or continue making Annuity Payments until            
instructions are received from the appropriate regulator.                       

ADDITIONAL FEDERAL TAX CONSIDERATIONS                                           

NON-QUALIFIED CONTRACTS                                                         

DIVERSIFICATION. In order for your Non-Qualified Contract to be considered an   
annuity contract for federal income tax purposes, we must comply with certain   
diversification standards with respect to the investments underlying the        
contract. We believe that we satisfy and will continue to satisfy these         
diversification standards. Failure to meet these standards would result in      
immediate taxation to contract Owners of gains under their contracts.           
Inadvertent failure to meet these standards may be correctable.                 

CHANGES TO TAX RULES AND INTERPRETATIONS                                        

Changes to applicable tax rules and interpretations can adversely affect the    
tax treatment of your contract. These changes may take effect retroactively.    

We reserve the right to amend your contract where necessary to maintain its     
status as a variable annuity contract under federal tax law and to protect you  
and other contract Owners in the Investment Portfolios from adverse tax         
consequences.                                                                   

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3.8% INVESTMENT TAX                                                             

The 3.8% investment tax applies to investment income earned in households       
making at least $250,000 ($200,000 single) and will result in the following top 
tax rates on investment income:                                                 

Capital Gains     Dividends     Other                                           
23.8%           43.4%       43.4%                                       

The table above also incorporates the scheduled increase in the capital gains   
rate from 15% to 20%, and the scheduled increase in the dividends rate from 15% 
to 39.6%.                                                                       

QUALIFIED CONTRACTS                                                             

Annuity contracts purchased through tax qualified plans are subject to          
limitations imposed by the Code and regulations as a condition of tax           
qualification. There are various types of tax qualified plans which have        
certain beneficial tax consequences for contract Owners and plan participants.  

TYPES OF QUALIFIED PLANS                                                        

The following list includes individual account-type plans which may hold an     
annuity contract as described in the Prospectus. Except for Traditional IRAs,   
they are established by an employer for participation of its employees.         

IRA                                                                             

Established by an individual, or employer as part of an employer plan.          

SIMPLE                                                                          

Established by a for-profit employer with fewer than 100 employees, based on    
IRA accounts for each participant.                                              

SEP                                                                             

Established by a for-profit employer, based on IRA accounts for each            
participant. Employer only contributions.                                       

401(K), 401(A)                                                                  

Established by for-profit employers, Section 501(c)(3) tax exempt and non-tax   
exempt entities, Indian Tribes.                                                 

403(B) TAX SHELTERED ANNUITY ("TSA")                                            

Established by Section 501(c)(3) tax exempt entities, public schools (K-12),    
public colleges, universities, churches, synagogues and mosques.                

457(B) GOVERNMENTAL SPONSOR                                                     

Established by state and local governments, public schools (K-12), public       
colleges and universities.                                                      

457(B) NON-GOVERNMENTAL SPONSOR                                                 

Established by a tax-exempt entity. Under a non-governmental plan, which must   
be a tax-exempt entity under Section 501(c) of the Code, all such investments   
of the plan are owned by and are subject to the claims of the general creditors 
of the sponsoring employer. In general, all amounts received under a            
non-governmental Section 457(b) plan are taxable and are subject to federal     
income tax withholding as wages.                                                

ADDITIONAL INFORMATION REGARDING 457(B) PLANS                                   

A 457(b) plan may provide a one-time election to make special one-time          
"catch-up" contributions in one or more of the participant's last three taxable 
years ending before the participant's normal retirement age under the plan.     
Participants in governmental 457(b) plans may not use both the age 50 or older  
catch-up and the special one-time catch-up contribution in the same taxable     
year. In general, contribution limits with respect to elective deferral and to  
age 50 plus catch-up contributions are not aggregated with contributions under  
the other types of qualified plans for the purposes of determining the          
limitations applicable to participants.                                         

403(A)                                                                          

If your benefit under the 403(b) plan is worth more than $5,000, the Code       
requires that your annuity protect your spouse if you die before you receive    
any payments under the annuity or if you die while payments are being made. You 
may waive these requirements with the written consent of your spouse. In        
general, designating a Beneficiary other than your spouse is considered a       
waiver and requires your spouse's written consent. Waiving these requirements   
may cause your monthly benefit to increase during your lifetime. Special rules  
apply to the withdrawal of excess contributions.                                

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ROTH ACCOUNT                                                                    

Individual or employee plan contributions made to certain plans on an after-tax 
basis. An IRA may be established as a Roth IRA, and 401(k), 403(b) and 457(b)   
plans may provide for Roth accounts.                                            

ERISA                                                                           

If your plan is subject to ERISA and you are married, the income payments,      
withdrawal provisions, and methods of payment of the death benefit under your   
contract may be subject to your spouse's rights as described below.             

Generally, the spouse must give qualified consent whenever you elect to:        

(a)        choose income payments other than on a qualified joint and survivor  
     annuity basis ("QJSA") (one under which we make payments to you
         during your lifetime and then make payments reduced by no more than
          50% to your spouse for his or her remaining life, if any): or choose
    to waive the qualified pre-retirement survivor annuity benefit
("QPSA") (the benefit payable to the surviving spouse of a
          participant who dies with a vested interest in an accrued retirement
      benefit under the plan before payment of the benefit has begun);

(b)        make certain withdrawals under plans for which a qualified consent   
is required;                                              

(c)        name someone other than the spouse as your Beneficiary; or           

(d)        use your accrued benefit as security for a loan exceeding $5,000.    

Generally, there is no limit to the number of your elections as long as a       
qualified consent is given each time. The consent to waive the QJSA must meet   
certain requirements, including that it be in writing, that it acknowledges the 
identity of the designated Beneficiary and the form of benefit selected, dated, 
signed by your spouse, witnessed by a notary public or plan representative, and 
that it be in a form satisfactory to us. The waiver of the QJSA generally must  
be executed during the 180 day period (90 days for certain loans) ending on the 
date on which income payments are to commence, or the withdrawal or the loan is 
to be made, as the case may be. If you die before benefits commence, your       
surviving spouse will be your Beneficiary unless he or she has given a          
qualified consent otherwise.                                                    

The qualified consent to waive the QPSA benefit and the Beneficiary designation 
must be made in writing that acknowledges the designated Beneficiary, dated,    
signed by your spouse, witnessed by a notary public or plan representative and  
in a form satisfactory to us. Generally, there is no limit to the number of     
Beneficiary designations as long as a qualified consent accompanies each        
designation. The waiver of and the qualified consent for the QPSA benefit       
generally may not be given until the plan year in which you attain age 35. The  
waiver period for the QPSA ends on the date of your death.                      

If the present value of your benefit is worth $5,000 or less, your plan         
generally may provide for distribution of your entire interest in a lump sum    
without spousal consent.                                                        

COMPARISON OF PLAN LIMITS FOR INDIVIDUAL CONTRIBUTIONS                          

(1)   IRA: elective contribution: $5,500; catch-up contribution: $1,000         

(2)   SIMPLE: elective contribution: $12,000; catch-up contribution: $2,500     

(3)   401(K): elective contribution: $17,500; catch-up contribution: $5,500     

(4)   SEP/401(A): (employer contributions only)                                 

(5)   403(B) (TSA): elective contribution: $17,500; catch-up contribution:      
$5,500                                                              

(6)   457(B): elective contribution: $17,500; catch-up contribution: $5,500     

Dollar limits are for 2014 and subject to cost-of-living adjustments in future  
years. Employer-sponsored individual account plans (other than 457(b) plans)    
may provide for additional employer contributions not to exceed the greater of  
$52,000 or 25% of an employee's compensation for 2014.                          

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FEDERAL ESTATE TAXES                                                            

While no attempt is being made to discuss the federal estate tax implications   
of the contract, you should bear in mind that the value of an annuity contract  
owned by a decedent and payable to a Beneficiary by virtue of surviving the     
decedent is included in the decedent's gross estate. Depending on the terms of  
the annuity contract, the value of the annuity included in the gross estate may 
be the value of the lump sum payment payable to the designated Beneficiary or   
the actuarial value of the payments to be received by the Beneficiary. Consult  
an estate planning adviser for more information.                                

GENERATION-SKIPPING TRANSFER TAX                                                

Under certain circumstances, the Code may impose a "generation-skipping         
transfer tax" when all or part of an annuity contract is transferred to, or a   
death benefit is paid to, an individual two or more generations younger than    
the contract Owner. Regulations issued under the Code may require us to deduct  
the tax from your contract, or from any applicable payment, and pay it directly 
to the IRS.                                                                     

ANNUITY PURCHASE PAYMENTS BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS        

The discussion above provides general information regarding U.S. federal income 
tax consequences to annuity purchasers that are U.S. citizens or residents.     
Purchasers that are not U.S. citizens or residents will generally be subject to 
U.S. federal withholding tax on taxable distributions from annuity contracts at 
a 30% rate, unless a lower treaty rate applies. In addition, purchasers may be  
subject to state and/or municipal taxes and taxes that may be imposed by the    
purchaser's country of citizenship or residence. Prospective purchasers are     
advised to consult with a qualified tax adviser regarding U.S., state and       
foreign taxation with respect to an annuity contract purchase.                  

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FINANCIAL STATEMENTS                                                            

The financial statements and financial highlights comprising each of the        
Sub-Accounts of the Separate Account and the consolidated financial statements  
of the Company are included herein.                                             

The financial statements of the Company should be considered only as bearing    
upon the ability of the Company to meet its obligations under the contract.     

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         

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

We have audited the accompanying statements of assets and liabilities of        
MetLife Investors USA Separate Account A (the "Separate Account") of MetLife    
Investors USA Insurance Company (the "Company") comprising each of the          
individual Sub-Accounts listed in Note 2 as of December 31, 2013, the related   
statements of operations for the respective stated period in the year then      
ended, the statements of changes in net assets for the respective stated        
periods in the two years then ended, and the financial highlights in Note 8 for 
the respective stated periods in the five years then ended. These financial     
statements and financial highlights are the responsibility of the Separate      
Account's management. Our responsibility is to express an opinion on these      
financial statements and financial highlights based on our audits.              

We conducted our audits in accordance with the standards of the Public Company  
Accounting Oversight Board (United States). Those standards require that we     
plan and perform the audit to obtain reasonable assurance about whether the     
financial statements and financial highlights are free of material              
misstatement. The Separate Account is not required to have, nor were we engaged 
to perform, an audit of its internal control over financial reporting. Our      
audits included consideration of internal control over financial reporting as a 
basis for designing audit procedures that are appropriate in the circumstances, 
but not for the purpose of expressing an opinion on the effectiveness of the    
Separate Account's internal control over financial reporting. Accordingly, we   
express no such opinion. An audit also includes examining, on a test basis,     
evidence supporting the amounts and disclosures in the financial statements,    
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
Our procedures included confirmation of investments owned as of December 31,    
2013, by correspondence with the custodian or mutual fund companies. We believe 
that our audits provide a reasonable basis for our opinion.                     

In our opinion, the financial statements and financial highlights referred to   
above present fairly, in all material respects, the financial position of each  
of the Sub-Accounts constituting the Separate Account of the Company as of      
December 31, 2013, the results of their operations for the respective stated    
period in the year then ended, the changes in their net assets for the          
respective stated periods in the two years then ended, and the financial        
highlights for the respective stated periods in the five years then ended, in   
conformity with accounting principles generally accepted in the United States   
of America.                                                                     

/s/ DELOITTE & TOUCHE LLP                                                       
Certified Public Accountants                                                    

Tampa, Florida                                                                  
March 27, 2014                                                                  

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES    
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]

                                                                                                             AMERICAN FUNDS   
                                                  ALGER            AMERICAN FUNDS        AMERICAN FUNDS       GLOBAL SMALL    
                                            SMALL CAP GROWTH            BOND              GLOBAL GROWTH      CAPITALIZATION   
                                               SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT         SUB-ACCOUNT    
                                           -------------------  --------------------  -------------------  -------------------
                                                                                                                              
ASSETS:                                                                                                                       
   Investments at fair value.............. $        63,772,200  $        146,158,384  $       314,826,299  $       124,184,057
   Due from MetLife Investors                                                                                                 
     USA Insurance Company................                  --                    --                   --                   --
                                           -------------------  --------------------  -------------------  -------------------
        Total Assets......................          63,772,200           146,158,384          314,826,299          124,184,057
                                           -------------------  --------------------  -------------------  -------------------
LIABILITIES:                                                                                                                  
   Accrued fees...........................                  --                    32                   93                   52
   Due to MetLife Investors                                                                                                   
     USA Insurance Company................                   1                     1                    3                    2
                                           -------------------  --------------------  -------------------  -------------------
        Total Liabilities.................                   1                    33                   96                   54
                                           -------------------  --------------------  -------------------  -------------------

NET ASSETS................................ $        63,772,199  $        146,158,351  $       314,826,203  $       124,184,003
                                           ===================  ====================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                       
   Net assets from accumulation units..... $        63,772,199  $        146,137,922  $       314,815,262  $       124,172,760
   Net assets from contracts in payout....                  --                20,429               10,941               11,243
                                           -------------------  --------------------  -------------------  -------------------
        Total Net Assets.................. $        63,772,199  $        146,158,351  $       314,826,203  $       124,184,003
                                           ===================  ====================  ===================  ===================

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]

                                           AMERICAN FUNDS        AMERICAN FUNDS             DWS I          FEDERATED HIGH   
                                               GROWTH             GROWTH-INCOME         INTERNATIONAL        INCOME BOND    
                                             SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT         SUB-ACCOUNT    
                                         -------------------  --------------------  -------------------  -------------------
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value............ $       856,560,270  $        388,320,093  $        18,592,801  $            26,171
   Due from MetLife Investors                                                                                               
     USA Insurance Company..............                  --                    --                   --                   --
                                         -------------------  --------------------  -------------------  -------------------
        Total Assets....................         856,560,270           388,320,093           18,592,801               26,171
                                         -------------------  --------------------  -------------------  -------------------
LIABILITIES:                                                                                                                
   Accrued fees.........................                  64                   100                    7                    5
   Due to MetLife Investors                                                                                                 
     USA Insurance Company..............                   2                     3                   --                   --
                                         -------------------  --------------------  -------------------  -------------------
        Total Liabilities...............                  66                   103                    7                    5
                                         -------------------  --------------------  -------------------  -------------------

NET ASSETS.............................. $       856,560,204  $        388,319,990  $        18,592,794  $            26,166
                                         ===================  ====================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units... $       856,524,635  $        388,260,143  $        18,592,794  $            26,166
   Net assets from contracts in payout..              35,569                59,847                   --                   --
                                         -------------------  --------------------  -------------------  -------------------
        Total Net Assets................ $       856,560,204  $        388,319,990  $        18,592,794  $            26,166
                                         ===================  ====================  ===================  ===================


                                               FEDERATED          FIDELITY VIP          FIDELITY VIP        FIDELITY VIP    
                                                KAUFMAN           ASSET MANAGER          CONTRAFUND         EQUITY-INCOME   
                                              SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT         SUB-ACCOUNT    
                                         -------------------  --------------------  -------------------  -------------------
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value............ $            44,909  $         88,274,484  $       611,972,984  $         5,954,600
   Due from MetLife Investors                                                                                               
     USA Insurance Company..............                  --                    --                   --                   --
                                         -------------------  --------------------  -------------------  -------------------
        Total Assets....................              44,909            88,274,484          611,972,984            5,954,600
                                         -------------------  --------------------  -------------------  -------------------
LIABILITIES:                                                                                                                
   Accrued fees.........................                   2                     1                   45                   --
   Due to MetLife Investors                                                                                                 
     USA Insurance Company..............                  --                    --                   13                   --
                                         -------------------  --------------------  -------------------  -------------------
        Total Liabilities...............                   2                     1                   58                   --
                                         -------------------  --------------------  -------------------  -------------------

NET ASSETS.............................. $            44,907  $         88,274,483  $       611,972,926  $         5,954,600
                                         ===================  ====================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units... $            44,907  $         88,274,483  $       611,972,926  $         5,954,600
   Net assets from contracts in payout..                  --                    --                   --                   --
                                         -------------------  --------------------  -------------------  -------------------
        Total Net Assets................ $            44,907  $         88,274,483  $       611,972,926  $         5,954,600
                                         ===================  ====================  ===================  ===================


                                             FIDELITY VIP          FIDELITY VIP                                             
                                           FUNDSMANAGER 50%      FUNDSMANAGER 60%                                           
                                              SUB-ACCOUNT           SUB-ACCOUNT                                             
                                         --------------------  -------------------                                          
                                                                                                                            
ASSETS:                                                                                                                     
   Investments at fair value............ $      2,033,793,788  $     4,031,523,824                                          
   Due from MetLife Investors                                                                                               
     USA Insurance Company..............                   --                   --                                          
                                         --------------------  -------------------                                          
        Total Assets....................        2,033,793,788        4,031,523,824                                          
                                         --------------------  -------------------                                          
LIABILITIES:                                                                                                                
   Accrued fees.........................                   --                   --                                          
   Due to MetLife Investors                                                                                                 
     USA Insurance Company..............                   --                   --                                          
                                         --------------------  -------------------                                          
        Total Liabilities...............                   --                   --                                          
                                         --------------------  -------------------                                          

NET ASSETS.............................. $      2,033,793,788  $     4,031,523,824                                          
                                         ====================  ===================                                          
CONTRACT OWNERS' EQUITY                                                                                                     
   Net assets from accumulation units... $      2,033,793,788  $     4,031,523,824                                          
   Net assets from contracts in payout..                   --                   --                                          
                                         --------------------  -------------------                                          
        Total Net Assets................ $      2,033,793,788  $     4,031,523,824                                          
                                         ====================  ===================                                          

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]


                                             FIDELITY VIP          FIDELITY VIP          FIDELITY VIP          FIDELITY VIP    
                                                GROWTH               INDEX 500              MID CAP            MONEY MARKET    
                                              SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                         --------------------  --------------------  --------------------  --------------------
                                                                                                                               
ASSETS:                                                                                                                        
   Investments at fair value............ $        165,968,439  $         69,677,261  $        446,581,951  $         76,155,366
   Due from MetLife Investors                                                                                                  
     USA Insurance Company..............                   --                    --                     1                    --
                                         --------------------  --------------------  --------------------  --------------------
        Total Assets....................          165,968,439            69,677,261           446,581,952            76,155,366
                                         --------------------  --------------------  --------------------  --------------------
LIABILITIES:                                                                                                                   
   Accrued fees.........................                   --                    14                    10                    20
   Due to MetLife Investors                                                                                                    
     USA Insurance Company..............                   --                    --                    --                    --
                                         --------------------  --------------------  --------------------  --------------------
        Total Liabilities...............                   --                    14                    10                    20
                                         --------------------  --------------------  --------------------  --------------------

NET ASSETS.............................. $        165,968,439  $         69,677,247  $        446,581,942  $         76,155,346
                                         ====================  ====================  ====================  ====================
CONTRACT OWNERS' EQUITY                                                                                                        
   Net assets from accumulation units... $        165,968,439  $         69,677,247  $        446,565,326  $         76,155,346
   Net assets from contracts in payout..                   --                    --                16,616                    --
                                         --------------------  --------------------  --------------------  --------------------
        Total Net Assets................ $        165,968,439  $         69,677,247  $        446,581,942  $         76,155,346
                                         ====================  ====================  ====================  ====================


                                                                                        FTVIPT FRANKLIN                        
                                             FIDELITY VIP         FTVIPT FRANKLIN       SMALL CAP VALUE        FTVIPT MUTUAL   
                                               OVERSEAS          INCOME SECURITIES        SECURITIES         SHARES SECURITIES 
                                              SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                         --------------------  --------------------  --------------------  --------------------
                                                                                                                               
ASSETS:                                                                                                                        
   Investments at fair value............ $          5,925,521  $        297,821,546  $        128,048,986  $        156,078,613
   Due from MetLife Investors                                                                                                  
     USA Insurance Company..............                   --                    --                    --                    --
                                         --------------------  --------------------  --------------------  --------------------
        Total Assets....................            5,925,521           297,821,546           128,048,986           156,078,613
                                         --------------------  --------------------  --------------------  --------------------
LIABILITIES:                                                                                                                   
   Accrued fees.........................                   --                    75                     2                    41
   Due to MetLife Investors                                                                                                    
     USA Insurance Company..............                   --                     1                     1                     1
                                         --------------------  --------------------  --------------------  --------------------
        Total Liabilities...............                   --                    76                     3                    42
                                         --------------------  --------------------  --------------------  --------------------

NET ASSETS.............................. $          5,925,521  $        297,821,470  $        128,048,983  $        156,078,571
                                         ====================  ====================  ====================  ====================
CONTRACT OWNERS' EQUITY                                                                                                        
   Net assets from accumulation units... $          5,925,521  $        297,781,830  $        128,048,983  $        156,068,938
   Net assets from contracts in payout..                   --                39,640                    --                 9,633
                                         --------------------  --------------------  --------------------  --------------------
        Total Net Assets................ $          5,925,521  $        297,821,470  $        128,048,983  $        156,078,571
                                         ====================  ====================  ====================  ====================


                                                                 FTVIPT TEMPLETON                                              
                                           FTVIPT TEMPLETON         GLOBAL BOND                                                
                                          FOREIGN SECURITIES        SECURITIES                                                 
                                              SUB-ACCOUNT           SUB-ACCOUNT                                                
                                         --------------------  --------------------                                            
                                                                                                                               
ASSETS:                                                                                                                        
   Investments at fair value............ $         87,721,359  $        254,683,432                                            
   Due from MetLife Investors                                                                                                  
     USA Insurance Company..............                   --                    --                                            
                                         --------------------  --------------------                                            
        Total Assets....................           87,721,359           254,683,432                                            
                                         --------------------  --------------------                                            
LIABILITIES:                                                                                                                   
   Accrued fees.........................                   64                    18                                            
   Due to MetLife Investors                                                                                                    
     USA Insurance Company..............                    2                    --                                            
                                         --------------------  --------------------                                            
        Total Liabilities...............                   66                    18                                            
                                         --------------------  --------------------                                            

NET ASSETS.............................. $         87,721,293  $        254,683,414                                            
                                         ====================  ====================                                            
CONTRACT OWNERS' EQUITY                                                                                                        
   Net assets from accumulation units... $         87,721,293  $        254,675,740                                            
   Net assets from contracts in payout..                   --                 7,674                                            
                                         --------------------  --------------------                                            
        Total Net Assets................ $         87,721,293  $        254,683,414                                            
                                         ====================  ====================                                            

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]


                                             INVESCO V.I.          INVESCO V.I.           INVESCO V.I.          INVESCO V.I.     
                                          AMERICAN FRANCHISE      AMERICAN VALUE           CORE EQUITY        EQUITY AND INCOME  
                                              SUB-ACCOUNT           SUB-ACCOUNT            SUB-ACCOUNT           SUB-ACCOUNT     
                                         --------------------  --------------------  ---------------------  -------------------- 
                                                                                                                                 
ASSETS:                                                                                                                          
   Investments at fair value............ $            163,724  $         95,295,951  $             249,706  $        649,322,735 
   Due from MetLife Investors                                                                                                    
     USA Insurance Company..............                   --                    --                     --                    -- 
                                         --------------------  --------------------  ---------------------  -------------------- 
        Total Assets....................              163,724            95,295,951                249,706           649,322,735 
                                         --------------------  --------------------  ---------------------  -------------------- 
LIABILITIES:                                                                                                                     
   Accrued fees.........................                    6                    21                     10                    37 
   Due to MetLife Investors                                                                                                      
     USA Insurance Company..............                    5                     1                     --                    -- 
                                         --------------------  --------------------  ---------------------  -------------------- 
        Total Liabilities...............                   11                    22                     10                    37 
                                         --------------------  --------------------  ---------------------  -------------------- 

NET ASSETS.............................. $            163,713  $         95,295,929  $             249,696  $        649,322,698 
                                         ====================  ====================  =====================  ==================== 
CONTRACT OWNERS' EQUITY                                                                                                          
   Net assets from accumulation units... $            163,713  $         95,295,929  $             249,696  $        649,301,613 
   Net assets from contracts in payout..                   --                    --                     --                21,085 
                                         --------------------  --------------------  ---------------------  -------------------- 
        Total Net Assets................ $            163,713  $         95,295,929  $             249,696  $        649,322,698 
                                         ====================  ====================  =====================  ==================== 



                                              INVESCO V.I.          INVESCO V.I.          INVESCO V.I.            JANUS ASPEN    
                                           GLOBAL REAL ESTATE     GROWTH AND INCOME   INTERNATIONAL GROWTH      GLOBAL RESEARCH  
                                               SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT            SUB-ACCOUNT    
                                         ---------------------  --------------------  --------------------  ---------------------
                                                                                                                                 
ASSETS:                                                                                                                          
   Investments at fair value............ $          29,993,352  $        365,970,652  $        281,999,222  $               6,751
   Due from MetLife Investors                                                                                                    
     USA Insurance Company..............                    --                    --                    --                     --
                                         ---------------------  --------------------  --------------------  ---------------------
        Total Assets....................            29,993,352           365,970,652           281,999,222                  6,751
                                         ---------------------  --------------------  --------------------  ---------------------
LIABILITIES:                                                                                                                     
   Accrued fees.........................                    28                    37                    14                      3
   Due to MetLife Investors                                                                                                      
     USA Insurance Company..............                     1                     2                     2                     --
                                         ---------------------  --------------------  --------------------  ---------------------
        Total Liabilities...............                    29                    39                    16                      3
                                         ---------------------  --------------------  --------------------  ---------------------

NET ASSETS.............................. $          29,993,323  $        365,970,613  $        281,999,206  $               6,748
                                         =====================  ====================  ====================  =====================
CONTRACT OWNERS' EQUITY                                                                                                          
   Net assets from accumulation units... $          29,993,323  $        365,960,564  $        281,990,432  $               6,748
   Net assets from contracts in payout..                    --                10,049                 8,774                     --
                                         ---------------------  --------------------  --------------------  ---------------------
        Total Net Assets................ $          29,993,323  $        365,970,613  $        281,999,206  $               6,748
                                         =====================  ====================  ====================  =====================


                                                LMPVET                 LMPVET                                                    
                                         CLEARBRIDGE VARIABLE   CLEARBRIDGE VARIABLE                                             
                                           AGGRESSIVE GROWTH        ALL CAP VALUE                                                
                                              SUB-ACCOUNT            SUB-ACCOUNT                                                 
                                         ---------------------  --------------------                                             
                                                                                                                                 
ASSETS:                                                                                                                          
   Investments at fair value............ $         280,745,363  $        129,253,621                                             
   Due from MetLife Investors                                                                                                    
     USA Insurance Company..............                    --                    --                                             
                                         ---------------------  --------------------                                             
        Total Assets....................           280,745,363           129,253,621                                             
                                         ---------------------  --------------------                                             
LIABILITIES:                                                                                                                     
   Accrued fees.........................                   160                    56                                             
   Due to MetLife Investors                                                                                                      
     USA Insurance Company..............                     3                     2                                             
                                         ---------------------  --------------------                                             
        Total Liabilities...............                   163                    58                                             
                                         ---------------------  --------------------                                             

NET ASSETS.............................. $         280,745,200  $        129,253,563                                             
                                         =====================  ====================                                             
CONTRACT OWNERS' EQUITY                                                                                                          
   Net assets from accumulation units... $         280,734,965  $        129,253,563                                             
   Net assets from contracts in payout..                10,235                    --                                             
                                         ---------------------  --------------------                                             
        Total Net Assets................ $         280,745,200  $        129,253,563                                             
                                         =====================  ====================                                             

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]


                                                LMPVET                LMPVET                LMPVET                LMPVET       
                                         CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE
                                             APPRECIATION          EQUITY INCOME       LARGE CAP GROWTH       LARGE CAP VALUE  
                                              SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                         --------------------  --------------------  --------------------  --------------------
                                                                                                                               
ASSETS:                                                                                                                        
   Investments at fair value............  $       405,286,269  $        191,169,763  $         5,012,459    $         6,893,046
   Due from MetLife Investors                                                                                                  
     USA Insurance Company..............                   --                    --                   --                     --
                                         --------------------  --------------------  --------------------  --------------------
        Total Assets....................          405,286,269           191,169,763            5,012,459              6,893,046
                                         --------------------  --------------------  --------------------  --------------------
LIABILITIES:                                                                                                                   
   Accrued fees.........................                   46                   108                   68                     91
   Due to MetLife Investors                                                                                                    
     USA Insurance Company..............                    2                     2                    1                      1
                                         --------------------  --------------------  --------------------  --------------------
        Total Liabilities...............                   48                   110                   69                     92
                                         --------------------  --------------------  --------------------  --------------------

NET ASSETS..............................  $       405,286,221  $        191,169,653  $         5,012,390    $         6,892,954
                                         ====================  ====================  ====================  ====================
CONTRACT OWNERS' EQUITY                                                                                                        
   Net assets from accumulation units...  $       405,286,221  $        191,162,626  $         5,012,390    $         6,892,954
   Net assets from contracts in payout..                   --                 7,027                   --                     --
                                         --------------------  --------------------  --------------------  --------------------
        Total Net Assets................  $       405,286,221  $        191,169,653  $         5,012,390    $         6,892,954
                                         ====================  ====================  ====================  ====================



                                                LMPVET           LMPVET INVESTMENT          LMPVET               LMPVET        
                                         CLEARBRIDGE VARIABLE    COUNSEL VARIABLE     VARIABLE LIFESTYLE   VARIABLE LIFESTYLE  
                                           SMALL CAP GROWTH      SOCIAL AWARENESS       ALLOCATION 50%       ALLOCATION 70%    
                                              SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT     
                                         --------------------  --------------------  --------------------  ------------------- 
                                                                                                                               
ASSETS:                                                                                                                        
   Investments at fair value............ $       112,499,086   $            292,324  $         44,101,424  $         2,305,026 
   Due from MetLife Investors                                                                                                  
     USA Insurance Company..............                  --                     --                    --                   -- 
                                         --------------------  --------------------  --------------------  ------------------- 
        Total Assets....................         112,499,086                292,324            44,101,424            2,305,026 
                                         --------------------  --------------------  --------------------  ------------------- 
LIABILITIES:                                                                                                                   
   Accrued fees.........................                  65                     38                    23                   27 
   Due to MetLife Investors                                                                                                    
     USA Insurance Company..............                   1                     --                    --                   -- 
                                         --------------------  --------------------  --------------------  ------------------- 
        Total Liabilities...............                  66                     38                    23                   27 
                                         --------------------  --------------------  --------------------  ------------------- 

NET ASSETS.............................. $       112,499,020   $            292,286  $         44,101,401  $         2,304,999 
                                         ====================  ====================  ====================  =================== 
CONTRACT OWNERS' EQUITY                                                                                                        
   Net assets from accumulation units... $       112,499,020   $            292,286  $         44,101,401  $         2,304,999 
   Net assets from contracts in payout..                  --                     --                    --                   -- 
                                         --------------------  --------------------  --------------------  ------------------- 
        Total Net Assets................ $       112,499,020   $            292,286  $         44,101,401  $         2,304,999 
                                         ====================  ====================  ====================  =================== 



                                                LMPVET            LMPVIT WESTERN                                               
                                          VARIABLE LIFESTYLE   ASSET VARIABLE GLOBAL                                           
                                            ALLOCATION 85%        HIGH YIELD BOND                                              
                                              SUB-ACCOUNT           SUB-ACCOUNT                                                
                                         --------------------  ---------------------                                           
                                                                                                                               
ASSETS:                                                                                                                        
   Investments at fair value............ $         95,074,305  $       104,740,529                                             
   Due from MetLife Investors                                                                                                  
     USA Insurance Company..............                   --                   --                                             
                                         --------------------  ---------------------                                           
        Total Assets....................           95,074,305          104,740,529                                             
                                         --------------------  ---------------------                                           
LIABILITIES:                                                                                                                   
   Accrued fees.........................                   21                   77                                             
   Due to MetLife Investors                                                                                                    
     USA Insurance Company..............                   --                    1                                             
                                         --------------------  ---------------------                                           
        Total Liabilities...............                   21                   78                                             
                                         --------------------  ---------------------                                           

NET ASSETS.............................. $         95,074,284  $       104,740,451                                             
                                         ====================  =====================                                           
CONTRACT OWNERS' EQUITY                                                                                                        
   Net assets from accumulation units... $         95,074,284  $       104,737,455                                             
   Net assets from contracts in payout..                   --                2,996                                             
                                         --------------------  ---------------------                                           
        Total Net Assets................ $         95,074,284  $       104,740,451                                             
                                         ====================  =====================                                           

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]

                                                                                                                 MIST        
                                                                                                           ALLIANCEBERNSTEIN 
                                               MFS VIT               MFS VIT                                GLOBAL DYNAMIC   
                                           INVESTORS TRUST        NEW DISCOVERY      MFS VIT RESEARCH         ALLOCATION     
                                             SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT    
                                         -------------------  --------------------  -------------------  --------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $            25,959  $             46,022  $            63,838  $      3,313,674,263
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                    --                   --                    --
                                         -------------------  --------------------  -------------------  --------------------
        Total Assets....................              25,959                46,022               63,838         3,313,674,263
                                         -------------------  --------------------  -------------------  --------------------
LIABILITIES:                                                                                                                 
   Accrued fees.........................                   8                     2                    2                    69
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                  --                    --                    1                     2
                                         -------------------  --------------------  -------------------  --------------------
        Total Liabilities...............                   8                     2                    3                    71
                                         -------------------  --------------------  -------------------  --------------------

NET ASSETS.............................. $            25,951  $             46,020  $            63,835  $      3,313,674,192
                                         ===================  ====================  ===================  ====================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $            25,951  $             46,020  $            63,835  $      3,313,622,486
   Net assets from contracts in payout..                  --                    --                   --                51,706
                                         -------------------  --------------------  -------------------  --------------------
        Total Net Assets................ $            25,951  $             46,020  $            63,835  $      3,313,674,192
                                         ===================  ====================  ===================  ====================



                                             MIST AMERICAN         MIST AMERICAN                             MIST AMERICAN   
                                            FUNDS BALANCED         FUNDS GROWTH        MIST AMERICAN        FUNDS MODERATE   
                                              ALLOCATION            ALLOCATION         FUNDS GROWTH           ALLOCATION     
                                              SUB-ACCOUNT           SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT    
                                         --------------------  -------------------  -------------------  --------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $      3,430,387,069  $     1,828,322,442  $       632,386,712  $      1,796,367,030
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                   --                   --                   --                    --
                                         --------------------  -------------------  -------------------  --------------------
        Total Assets....................        3,430,387,069        1,828,322,442          632,386,712         1,796,367,030
                                         --------------------  -------------------  -------------------  --------------------
LIABILITIES:                                                                                                                 
   Accrued fees.........................                   30                   66                   66                    52
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                    1                    1                   10                     1
                                         --------------------  -------------------  -------------------  --------------------
        Total Liabilities...............                   31                   67                   76                    53
                                         --------------------  -------------------  -------------------  --------------------

NET ASSETS.............................. $      3,430,387,038  $     1,828,322,375  $       632,386,636  $      1,796,366,977
                                         ====================  ===================  ===================  ====================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $      3,430,376,518  $     1,827,667,872  $       632,301,718  $      1,796,362,961
   Net assets from contracts in payout..               10,520              654,503               84,918                 4,016
                                         --------------------  -------------------  -------------------  --------------------
        Total Net Assets................ $      3,430,387,038  $     1,828,322,375  $       632,386,636  $      1,796,366,977
                                         ====================  ===================  ===================  ====================



                                              MIST AQR           MIST BLACKROCK                                              
                                             GLOBAL RISK         GLOBAL TACTICAL                                             
                                              BALANCED             STRATEGIES                                                
                                             SUB-ACCOUNT           SUB-ACCOUNT                                               
                                         -------------------  --------------------                                           
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $     3,248,476,045  $      5,457,878,842                                           
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                    --                                           
                                         -------------------  --------------------                                           
        Total Assets....................       3,248,476,045         5,457,878,842                                           
                                         -------------------  --------------------                                           
LIABILITIES:                                                                                                                 
   Accrued fees.........................                  68                    78                                           
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                  --                     3                                           
                                         -------------------  --------------------                                           
        Total Liabilities...............                  68                    81                                           
                                         -------------------  --------------------                                           

NET ASSETS.............................. $     3,248,475,977  $      5,457,878,761                                           
                                         ===================  ====================                                           
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $     3,248,431,414  $      5,457,828,462                                           
   Net assets from contracts in payout..              44,563                50,299                                           
                                         -------------------  --------------------                                           
        Total Net Assets................ $     3,248,475,977  $      5,457,878,761                                           
                                         ===================  ====================                                           

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

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]


                                           MIST BLACKROCK        MIST BLACKROCK        MIST CLARION        MIST CLEARBRIDGE  
                                             HIGH YIELD          LARGE CAP CORE     GLOBAL REAL ESTATE   AGGRESSIVE GROWTH II
                                             SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT    
                                         -------------------  --------------------  -------------------  --------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $       265,149,930  $         16,869,754  $       182,674,017  $        119,069,072
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                    --                   --                    --
                                         -------------------  --------------------  -------------------  --------------------
       Total Assets.....................         265,149,930            16,869,754          182,674,017           119,069,072
                                         -------------------  --------------------  -------------------  --------------------
LIABILITIES:                                                                                                                 
   Accrued fees.........................                 122                   102                   93                   110
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                   2                     2                    2                     2
                                         -------------------  --------------------  -------------------  --------------------
       Total Liabilities................                 124                   104                   95                   112
                                         -------------------  --------------------  -------------------  --------------------

NET ASSETS.............................. $       265,149,806  $         16,869,650  $       182,673,922  $        119,068,960
                                         ===================  ====================  ===================  ====================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $       265,145,347  $         16,869,650  $       182,649,463  $        119,068,960
   Net assets from contracts in payout..               4,459                    --               24,459                    --
                                         -------------------  --------------------  -------------------  --------------------
       Total Net Assets................. $       265,149,806  $         16,869,650  $       182,673,922  $        119,068,960
                                         ===================  ====================  ===================  ====================


                                                                                           MIST              MIST INVESCO    
                                          MIST CLEARBRIDGE     MIST GOLDMAN SACHS     HARRIS OAKMARK         BALANCED-RISK   
                                          AGGRESSIVE GROWTH       MID CAP VALUE        INTERNATIONAL          ALLOCATION     
                                             SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT    
                                         -------------------  --------------------  -------------------  --------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $       451,710,663  $        170,038,476  $       693,983,315  $        843,160,756
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                    --                   --                    --
                                         -------------------  --------------------  -------------------  --------------------
       Total Assets.....................         451,710,663           170,038,476          693,983,315           843,160,756
                                         -------------------  --------------------  -------------------  --------------------
LIABILITIES:                                                                                                                 
   Accrued fees.........................                  96                    89                   69                    58
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                   2                     1                    2                     1
                                         -------------------  --------------------  -------------------  --------------------
       Total Liabilities................                  98                    90                   71                    59
                                         -------------------  --------------------  -------------------  --------------------

NET ASSETS.............................. $       451,710,565  $        170,038,386  $       693,983,244  $        843,160,697
                                         ===================  ====================  ===================  ====================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $       451,670,790  $        170,001,706  $       693,796,289  $        843,160,697
   Net assets from contracts in payout..              39,775                36,680              186,955                    --
                                         -------------------  --------------------  -------------------  --------------------
       Total Net Assets................. $       451,710,565  $        170,038,386  $       693,983,244  $        843,160,697
                                         ===================  ====================  ===================  ====================



                                             MIST INVESCO         MIST INVESCO                                               
                                               COMSTOCK           MID CAP VALUE                                              
                                              SUB-ACCOUNT          SUB-ACCOUNT                                               
                                         -------------------  --------------------                                           
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $       443,562,037  $        158,040,507                                           
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                    --                                           
                                         -------------------  --------------------                                           
       Total Assets.....................         443,562,037           158,040,507                                           
                                         -------------------  --------------------                                           
LIABILITIES:                                                                                                                 
   Accrued fees.........................                 112                   131                                           
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                   2                     1                                           
                                         -------------------  --------------------                                           
       Total Liabilities................                 114                   132                                           
                                         -------------------  --------------------                                           

NET ASSETS.............................. $       443,561,923  $        158,040,375                                           
                                         ===================  ====================                                           
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $       443,532,010  $        158,034,445                                           
   Net assets from contracts in payout..              29,913                 5,930                                           
                                         -------------------  --------------------                                           
       Total Net Assets................. $       443,561,923  $        158,040,375                                           
                                         ===================  ====================                                           

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]

                                                                                        MIST JPMORGAN                        
                                             MIST INVESCO          MIST JPMORGAN        GLOBAL ACTIVE         MIST JPMORGAN  
                                           SMALL CAP GROWTH          CORE BOND           ALLOCATION          SMALL CAP VALUE 
                                              SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT   
                                         --------------------  -------------------  --------------------  -------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $        319,189,506  $       311,869,966  $        746,849,807  $        27,866,760
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                   --                   --                    --                   --
                                         --------------------  -------------------  --------------------  -------------------
       Total Assets.....................          319,189,506          311,869,966           746,849,807           27,866,760
                                         --------------------  -------------------  --------------------  -------------------
LIABILITIES:                                                                                                                 
   Accrued fees.........................                  159                   33                    89                  194
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                    2                    1                     1                   --
                                         --------------------  -------------------  --------------------  -------------------
       Total Liabilities................                  161                   34                    90                  194
                                         --------------------  -------------------  --------------------  -------------------

NET ASSETS.............................. $        319,189,345  $       311,869,932  $        746,849,717  $        27,866,566
                                         ====================  ===================  ====================  ===================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $        319,132,725  $       311,869,932  $        746,849,717  $        27,866,566
   Net assets from contracts in payout..               56,620                   --                    --                   --
                                         --------------------  -------------------  --------------------  -------------------
       Total Net Assets................. $        319,189,345  $       311,869,932  $        746,849,717  $        27,866,566
                                         ====================  ===================  ====================  ===================


                                                                                            MIST           MIST MET/FRANKLIN 
                                          MIST LOOMIS SAYLES    MIST LORD ABBETT       MET/EATON VANCE       LOW DURATION    
                                            GLOBAL MARKETS       BOND DEBENTURE         FLOATING RATE        TOTAL RETURN    
                                              SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT    
                                         -------------------  --------------------  -------------------  --------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $       180,595,879  $        259,294,611  $        83,115,922  $        140,307,239
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                    --                   --                    --
                                         -------------------  --------------------  -------------------  --------------------
       Total Assets.....................         180,595,879           259,294,611           83,115,922           140,307,239
                                         -------------------  --------------------  -------------------  --------------------
LIABILITIES:                                                                                                                 
   Accrued fees.........................                  96                   121                   84                    92
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                   2                     3                    1                     1
                                         -------------------  --------------------  -------------------  --------------------
       Total Liabilities................                  98                   124                   85                    93
                                         -------------------  --------------------  -------------------  --------------------

NET ASSETS.............................. $       180,595,781  $        259,294,487  $        83,115,837  $        140,307,146
                                         ===================  ====================  ===================  ====================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $       180,595,781  $        259,067,107  $        83,115,837  $        140,307,146
   Net assets from contracts in payout..                  --               227,380                   --                    --
                                         -------------------  --------------------  -------------------  --------------------
       Total Net Assets................. $       180,595,781  $        259,294,487  $        83,115,837  $        140,307,146
                                         ===================  ====================  ===================  ====================



                                          MIST MET/TEMPLETON       MIST METLIFE                                              
                                          INTERNATIONAL BOND    AGGRESSIVE STRATEGY                                          
                                              SUB-ACCOUNT           SUB-ACCOUNT                                              
                                         --------------------  --------------------                                          
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $        52,286,206   $        659,971,556                                          
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                     --                                          
                                         --------------------  --------------------                                          
       Total Assets.....................          52,286,206            659,971,556                                          
                                         --------------------  --------------------                                          
LIABILITIES:                                                                                                                 
   Accrued fees.........................                  66                     51                                          
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                   1                      1                                          
                                         --------------------  --------------------                                          
       Total Liabilities................                  67                     52                                          
                                         --------------------  --------------------                                          

NET ASSETS.............................. $        52,286,139   $        659,971,504                                          
                                         ====================  ====================                                          
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $        52,286,139   $        659,913,190                                          
   Net assets from contracts in payout..                  --                 58,314                                          
                                         --------------------  --------------------                                          
       Total Net Assets................. $        52,286,139   $        659,971,504                                          
                                         ====================  ====================                                          

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]


                                             MIST METLIFE          MIST METLIFE         MIST METLIFE         MIST METLIFE    
                                             BALANCED PLUS       BALANCED STRATEGY   DEFENSIVE STRATEGY     GROWTH STRATEGY  
                                              SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                         --------------------  -------------------  --------------------  -------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $      6,454,727,036  $     7,812,083,227  $      1,972,799,230  $     6,767,059,571
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                   --                   --                    --                   13
                                         --------------------  -------------------  --------------------  -------------------
       Total Assets.....................        6,454,727,036        7,812,083,227         1,972,799,230        6,767,059,584
                                         --------------------  -------------------  --------------------  -------------------
LIABILITIES:                                                                                                                 
   Accrued fees.........................                   58                   49                    92                   66
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                    2                    1                     2                   --
                                         --------------------  -------------------  --------------------  -------------------
       Total Liabilities................                   60                   50                    94                   66
                                         --------------------  -------------------  --------------------  -------------------

NET ASSETS.............................. $      6,454,726,976  $     7,812,083,177  $      1,972,799,136  $     6,767,059,518
                                         ====================  ===================  ====================  ===================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $      6,454,591,334  $     7,810,608,978  $      1,972,521,631  $     6,766,750,756
   Net assets from contracts in payout..              135,642            1,474,199               277,505              308,762
                                         --------------------  -------------------  --------------------  -------------------
       Total Net Assets................. $      6,454,726,976  $     7,812,083,177  $      1,972,799,136  $     6,767,059,518
                                         ====================  ===================  ====================  ===================


                                                                                                                  MIST       
                                            MIST METLIFE       MIST METLIFE MULTI-   MIST MFS EMERGING        MFS RESEARCH   
                                          MODERATE STRATEGY    INDEX TARGETED RISK    MARKETS EQUITY          INTERNATIONAL  
                                             SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT            SUB-ACCOUNT   
                                         -------------------  --------------------  --------------------  -------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $     3,631,779,081  $        209,957,104  $       456,076,979   $       331,488,553
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                    --                   --                    --
                                         -------------------  --------------------  --------------------  -------------------
       Total Assets.....................       3,631,779,081           209,957,104          456,076,979           331,488,553
                                         -------------------  --------------------  --------------------  -------------------
LIABILITIES:                                                                                                                 
   Accrued fees.........................                  72                    51                   85                    89
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                   1                     1                    2                     3
                                         -------------------  --------------------  --------------------  -------------------
       Total Liabilities................                  73                    52                   87                    92
                                         -------------------  --------------------  --------------------  -------------------

NET ASSETS.............................. $     3,631,779,008  $        209,957,052  $       456,076,892   $       331,488,461
                                         ===================  ====================  ====================  ===================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $     3,631,343,957  $        209,957,052  $       456,043,852   $       331,401,169
   Net assets from contracts in payout..             435,051                    --               33,040                87,292
                                         -------------------  --------------------  --------------------  -------------------
       Total Net Assets................. $     3,631,779,008  $        209,957,052  $       456,076,892   $       331,488,461
                                         ===================  ====================  ====================  ===================



                                         MIST MORGAN STANLEY    MIST OPPENHEIMER                                             
                                           MID CAP GROWTH         GLOBAL EQUITY                                              
                                             SUB-ACCOUNT           SUB-ACCOUNT                                               
                                         -------------------  -------------------                                            
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $       244,579,293  $        78,398,683                                            
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                    2                                            
                                         -------------------  -------------------                                            
       Total Assets.....................         244,579,293           78,398,685                                            
                                         -------------------  -------------------                                            
LIABILITIES:                                                                                                                 
   Accrued fees.........................                  57                  112                                            
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                   2                   --                                            
                                         -------------------  -------------------                                            
       Total Liabilities................                  59                  112                                            
                                         -------------------  -------------------                                            

NET ASSETS.............................. $       244,579,234  $        78,398,573                                            
                                         ===================  ===================                                            
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $       244,579,234  $        78,398,573                                            
   Net assets from contracts in payout..                  --                   --                                            
                                         -------------------  -------------------                                            
       Total Net Assets................. $       244,579,234  $        78,398,573                                            
                                         ===================  ===================                                            

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]

                                                MIST                                                                       
                                           PIMCO INFLATION           MIST                 MIST             MIST PIONEER    
                                           PROTECTED BOND     PIMCO TOTAL RETURN      PIONEER FUND       STRATEGIC INCOME  
                                             SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                         -------------------  -------------------  -------------------  -------------------
                                                                                                                           
ASSETS:                                                                                                                    
   Investments at fair value............ $       821,456,212  $     1,993,787,047  $       297,755,838  $       919,329,053
   Due from MetLife Investors                                                                                              
     USA Insurance Company..............                  --                   --                   --                   --
                                         -------------------  -------------------  -------------------  -------------------
       Total Assets.....................         821,456,212        1,993,787,047          297,755,838          919,329,053
                                         -------------------  -------------------  -------------------  -------------------
LIABILITIES:                                                                                                               
   Accrued fees.........................                 121                   97                  160                  185
   Due to MetLife Investors                                                                                                
     USA Insurance Company..............                   2                    2                    8                   11
                                         -------------------  -------------------  -------------------  -------------------
       Total Liabilities................                 123                   99                  168                  196
                                         -------------------  -------------------  -------------------  -------------------

NET ASSETS.............................. $       821,456,089  $     1,993,786,948  $       297,755,670  $       919,328,857
                                         ===================  ===================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                    
   Net assets from accumulation units... $       821,327,058  $     1,993,490,223  $       297,747,696  $       919,316,926
   Net assets from contracts in payout..             129,031              296,725                7,974               11,931
                                         -------------------  -------------------  -------------------  -------------------
       Total Net Assets................. $       821,456,089  $     1,993,786,948  $       297,755,670  $       919,328,857
                                         ===================  ===================  ===================  ===================



                                            MIST PYRAMIS         MIST PYRAMIS        MIST SCHRODERS      MIST SSGA GROWTH  
                                          GOVERNMENT INCOME      MANAGED RISK      GLOBAL MULTI-ASSET     AND INCOME ETF   
                                             SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                         -------------------  -------------------  -------------------  -------------------
                                                                                                                           
ASSETS:                                                                                                                    
   Investments at fair value............ $       715,739,667  $        78,417,297  $       435,205,791  $     1,578,178,756
   Due from MetLife Investors                                                                                              
     USA Insurance Company..............                  --                   --                   --                   --
                                         -------------------  -------------------  -------------------  -------------------
       Total Assets.....................         715,739,667           78,417,297          435,205,791        1,578,178,756
                                         -------------------  -------------------  -------------------  -------------------
LIABILITIES:                                                                                                               
   Accrued fees.........................                 109                   67                  101                   77
   Due to MetLife Investors                                                                                                
     USA Insurance Company..............                   1                    1                    1                    2
                                         -------------------  -------------------  -------------------  -------------------
       Total Liabilities................                 110                   68                  102                   79
                                         -------------------  -------------------  -------------------  -------------------

NET ASSETS.............................. $       715,739,557  $        78,417,229  $       435,205,689  $     1,578,178,677
                                         ===================  ===================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                    
   Net assets from accumulation units... $       715,457,516  $        78,417,229  $       435,205,689  $     1,578,176,658
   Net assets from contracts in payout..             282,041                   --                   --                2,019
                                         -------------------  -------------------  -------------------  -------------------
       Total Net Assets................. $       715,739,557  $        78,417,229  $       435,205,689  $     1,578,178,677
                                         ===================  ===================  ===================  ===================



                                              MIST SSGA       MIST T. ROWE PRICE                                           
                                             GROWTH ETF         LARGE CAP VALUE                                            
                                             SUB-ACCOUNT          SUB-ACCOUNT                                              
                                         -------------------  -------------------                                          
                                                                                                                           
ASSETS:                                                                                                                    
   Investments at fair value............ $       509,607,946  $       657,944,412                                          
   Due from MetLife Investors                                                                                              
     USA Insurance Company..............                  --                   --                                          
                                         -------------------  -------------------                                          
       Total Assets.....................         509,607,946          657,944,412                                          
                                         -------------------  -------------------                                          
LIABILITIES:                                                                                                               
   Accrued fees.........................                  86                   91                                          
   Due to MetLife Investors                                                                                                
     USA Insurance Company..............                   2                    2                                          
                                         -------------------  -------------------                                          
       Total Liabilities................                  88                   93                                          
                                         -------------------  -------------------                                          

NET ASSETS.............................. $       509,607,858  $       657,944,319                                          
                                         ===================  ===================                                          
CONTRACT OWNERS' EQUITY                                                                                                    
   Net assets from accumulation units... $       509,607,858  $       657,632,896                                          
   Net assets from contracts in payout..                  --              311,423                                          
                                         -------------------  -------------------                                          
       Total Net Assets................. $       509,607,858  $       657,944,319                                          
                                         ===================  ===================                                          

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]

                                         MIST T. ROWE PRICE     MIST THIRD AVENUE  MSF BAILLIE GIFFORD      MSF BARCLAYS     
                                           MID CAP GROWTH        SMALL CAP VALUE   INTERNATIONAL STOCK  AGGREGATE BOND INDEX 
                                             SUB-ACCOUNT           SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT     
                                         -------------------  -------------------  -------------------  -------------------- 
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $       568,882,803  $       330,702,076  $       303,453,108  $       162,571,949  
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                   --                   --                   --  
                                         -------------------  -------------------  -------------------  -------------------- 
       Total Assets.....................         568,882,803          330,702,076          303,453,108          162,571,949  
                                         -------------------  -------------------  -------------------  -------------------- 
LIABILITIES:                                                                                                                 
   Accrued fees.........................                  55                  112                   57                   98  
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                   1                    2                    4                    2  
                                         -------------------  -------------------  -------------------  -------------------- 
       Total Liabilities................                  56                  114                   61                  100  
                                         -------------------  -------------------  -------------------  -------------------- 

NET ASSETS.............................. $       568,882,747  $       330,701,962  $       303,453,047  $       162,571,849  
                                         ===================  ===================  ===================  ==================== 
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $       568,794,562  $       330,531,309  $       303,453,047  $       162,571,849  
   Net assets from contracts in payout..              88,185              170,653                   --                   --  
                                         -------------------  -------------------  -------------------  -------------------- 
       Total Net Assets................. $       568,882,747  $       330,701,962  $       303,453,047  $       162,571,849  
                                         ===================  ===================  ===================  ==================== 


                                            MSF BLACKROCK         MSF BLACKROCK        MSF BLACKROCK         MSF BLACKROCK   
                                             BOND INCOME      CAPITAL APPRECIATION    LARGE CAP VALUE        MONEY MARKET    
                                             SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT    
                                         -------------------  --------------------  -------------------  --------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $        57,252,064  $         15,272,530  $         3,792,927  $        461,343,188
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                    --                   --                    --
                                         -------------------  --------------------  -------------------  --------------------
       Total Assets.....................          57,252,064            15,272,530            3,792,927           461,343,188
                                         -------------------  --------------------  -------------------  --------------------
LIABILITIES:                                                                                                                 
   Accrued fees.........................                 155                   184                   --                   292
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                   2                     4                    1                     6
                                         -------------------  --------------------  -------------------  --------------------
       Total Liabilities................                 157                   188                    1                   298
                                         -------------------  --------------------  -------------------  --------------------

NET ASSETS.............................. $        57,251,907  $         15,272,342  $         3,792,926  $        461,342,890
                                         ===================  ====================  ===================  ====================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $        57,243,808  $         15,272,342  $         3,792,926  $        461,206,268
   Net assets from contracts in payout..               8,099                    --                   --               136,622
                                         -------------------  --------------------  -------------------  --------------------
       Total Net Assets................. $        57,251,907  $         15,272,342  $         3,792,926  $        461,342,890
                                         ===================  ====================  ===================  ====================


                                              MSF DAVIS           MSF FRONTIER                                               
                                            VENTURE VALUE        MID CAP GROWTH                                              
                                             SUB-ACCOUNT           SUB-ACCOUNT                                               
                                         -------------------  --------------------                                           
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $       658,561,619  $         83,651,214                                           
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                    --                                           
                                         -------------------  --------------------                                           
       Total Assets.....................         658,561,619            83,651,214                                           
                                         -------------------  --------------------                                           
LIABILITIES:                                                                                                                 
   Accrued fees.........................                 177                    50                                           
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                   4                     1                                           
                                         -------------------  --------------------                                           
       Total Liabilities................                 181                    51                                           
                                         -------------------  --------------------                                           

NET ASSETS.............................. $       658,561,438  $         83,651,163                                           
                                         ===================  ====================                                           
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $       658,275,863  $         83,628,999                                           
   Net assets from contracts in payout..             285,575                22,164                                           
                                         -------------------  --------------------                                           
       Total Net Assets................. $       658,561,438  $         83,651,163                                           
                                         ===================  ====================                                           

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]


                                                  MSF            MSF LOOMIS SAYLES    MSF LOOMIS SAYLES      MSF MET/ARTISAN    
                                            JENNISON GROWTH       SMALL CAP CORE      SMALL CAP GROWTH        MID CAP VALUE     
                                              SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT      
                                         --------------------  -------------------  --------------------  --------------------  
                                                                                                                                
ASSETS:                                                                                                                         
   Investments at fair value............ $        585,624,287  $        14,610,873  $            226,834  $        285,771,086  
   Due from MetLife Investors                                                                                                   
     USA Insurance Company..............                   --                   --                    --                    --  
                                         --------------------  -------------------  --------------------  --------------------  
        Total Assets....................          585,624,287           14,610,873               226,834           285,771,086  
                                         --------------------  -------------------  --------------------  --------------------  
LIABILITIES:                                                                                                                    
   Accrued fees.........................                   66                   98                    32                    73  
   Due to MetLife Investors                                                                                                     
     USA Insurance Company..............                    2                    2                    --                     3  
                                         --------------------  -------------------  --------------------  --------------------  
        Total Liabilities...............                   68                  100                    32                    76  
                                         --------------------  -------------------  --------------------  --------------------  

NET ASSETS.............................. $        585,624,219  $        14,610,773  $            226,802  $        285,771,010  
                                         ====================  ===================  ====================  ====================  
CONTRACT OWNERS' EQUITY                                                                                                         
   Net assets from accumulation units... $        585,280,529  $        14,610,773  $            226,802  $        285,579,066  
   Net assets from contracts in payout..              343,690                   --                    --               191,944  
                                         --------------------  -------------------  --------------------  --------------------  
        Total Net Assets................ $        585,624,219  $        14,610,773  $            226,802  $        285,771,010  
                                         ====================  ===================  ====================  ====================  


                                          MSF MET/DIMENSIONAL        MSF METLIFE           MSF METLIFE                          
                                          INTERNATIONAL SMALL       CONSERVATIVE         CONSERVATIVE TO         MSF METLIFE    
                                                COMPANY              ALLOCATION        MODERATE ALLOCATION   MID CAP STOCK INDEX
                                              SUB-ACCOUNT            SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                         ---------------------  --------------------  --------------------  --------------------
                                                                                                                                
ASSETS:                                                                                                                         
   Investments at fair value............ $         66,162,529   $          7,497,463  $          7,732,407  $       125,884,166 
   Due from MetLife Investors                                                                                                   
     USA Insurance Company..............                   --                     --                    --                   -- 
                                         ---------------------  --------------------  --------------------  --------------------
        Total Assets....................           66,162,529              7,497,463             7,732,407          125,884,166 
                                         ---------------------  --------------------  --------------------  --------------------
LIABILITIES:                                                                                                                    
   Accrued fees.........................                  106                     55                    31                   87 
   Due to MetLife Investors                                                                                                     
     USA Insurance Company..............                    4                     --                    --                    1 
                                         ---------------------  --------------------  --------------------  --------------------
        Total Liabilities...............                  110                     55                    31                   88 
                                         ---------------------  --------------------  --------------------  --------------------

NET ASSETS.............................. $         66,162,419   $          7,497,408  $          7,732,376  $       125,884,078 
                                         =====================  ====================  ====================  ====================
CONTRACT OWNERS' EQUITY                                                                                                         
   Net assets from accumulation units... $         66,162,419   $          7,497,408  $          7,732,376  $       125,884,078 
   Net assets from contracts in payout..                   --                     --                    --                   -- 
                                         ---------------------  --------------------  --------------------  --------------------
        Total Net Assets................ $         66,162,419   $          7,497,408  $          7,732,376  $       125,884,078 
                                         =====================  ====================  ====================  ====================


                                                                    MSF METLIFE                                                 
                                              MSF METLIFE           MODERATE TO                                                 
                                          MODERATE ALLOCATION  AGGRESSIVE ALLOCATION                                            
                                              SUB-ACCOUNT           SUB-ACCOUNT                                                 
                                         --------------------  ---------------------                                            
                                                                                                                                
ASSETS:                                                                                                                         
   Investments at fair value............ $         44,655,438  $         57,260,816                                             
   Due from MetLife Investors                                                                                                   
     USA Insurance Company..............                   --                    --                                             
                                         --------------------  ---------------------                                            
        Total Assets....................           44,655,438            57,260,816                                             
                                         --------------------  ---------------------                                            
LIABILITIES:                                                                                                                    
   Accrued fees.........................                   16                    28                                             
   Due to MetLife Investors                                                                                                     
     USA Insurance Company..............                    1                     1                                             
                                         --------------------  ---------------------                                            
        Total Liabilities...............                   17                    29                                             
                                         --------------------  ---------------------                                            

NET ASSETS.............................. $         44,655,421  $         57,260,787                                             
                                         ====================  =====================                                            
CONTRACT OWNERS' EQUITY                                                                                                         
   Net assets from accumulation units... $         44,655,421  $         57,260,787                                             
   Net assets from contracts in payout..                   --                    --                                             
                                         --------------------  ---------------------                                            
        Total Net Assets................ $         44,655,421  $         57,260,787                                             
                                         ====================  =====================                                            

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]


                                             MSF METLIFE               MSF                  MSF               MSF MSCI     
                                             STOCK INDEX        MFS TOTAL RETURN         MFS VALUE           EAFE INDEX    
                                             SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT   
                                         -------------------  -------------------  -------------------  -------------------
                                                                                                                           
ASSETS:                                                                                                                    
   Investments at fair value............ $       561,274,528  $        46,044,648  $       260,474,139  $       112,197,240
   Due from MetLife Investors                                                                                              
     USA Insurance Company..............                  --                   --                   --                   --
                                         -------------------  -------------------  -------------------  -------------------
       Total Assets.....................         561,274,528           46,044,648          260,474,139          112,197,240
                                         -------------------  -------------------  -------------------  -------------------
LIABILITIES:                                                                                                               
   Accrued fees.........................                  40                  232                  168                   69
   Due to MetLife Investors                                                                                                
     USA Insurance Company..............                   1                    4                    7                    2
                                         -------------------  -------------------  -------------------  -------------------
       Total Liabilities................                  41                  236                  175                   71
                                         -------------------  -------------------  -------------------  -------------------

NET ASSETS.............................. $       561,274,487  $        46,044,412  $       260,473,964  $       112,197,169
                                         ===================  ===================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                    
   Net assets from accumulation units... $       561,135,329  $        46,044,412  $       260,467,868  $       112,197,169
   Net assets from contracts in payout..             139,158                   --                6,096                   --
                                         -------------------  -------------------  -------------------  -------------------
       Total Net Assets................. $       561,274,487  $        46,044,412  $       260,473,964  $       112,197,169
                                         ===================  ===================  ===================  ===================



                                             MSF NEUBERGER             MSF          MSF T. ROWE PRICE    MSF T. ROWE PRICE 
                                            BERMAN GENESIS     RUSSELL 2000 INDEX   LARGE CAP GROWTH     SMALL CAP GROWTH  
                                              SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT    
                                         -------------------  -------------------  -------------------  -------------------
                                                                                                                           
ASSETS:                                                                                                                    
   Investments at fair value............ $       172,247,595  $       141,070,551  $       151,930,138  $        10,522,855
   Due from MetLife Investors                                                                                              
     USA Insurance Company..............                  --                   --                   --                   --
                                         -------------------  -------------------  -------------------  -------------------
       Total Assets.....................         172,247,595          141,070,551          151,930,138           10,522,855
                                         -------------------  -------------------  -------------------  -------------------
LIABILITIES:                                                                                                               
   Accrued fees.........................                 133                   91                   66                   42
   Due to MetLife Investors                                                                                                
     USA Insurance Company..............                   2                    2                    1                   --
                                         -------------------  -------------------  -------------------  -------------------
       Total Liabilities................                 135                   93                   67                   42
                                         -------------------  -------------------  -------------------  -------------------

NET ASSETS.............................. $       172,247,460  $       141,070,458  $       151,930,071  $        10,522,813
                                         ===================  ===================  ===================  ===================
CONTRACT OWNERS' EQUITY                                                                                                    
   Net assets from accumulation units... $       172,210,991  $       141,070,458  $       151,902,711  $        10,522,813
   Net assets from contracts in payout..              36,469                   --               27,360                   --
                                         -------------------  -------------------  -------------------  -------------------
       Total Net Assets................. $       172,247,460  $       141,070,458  $       151,930,071  $        10,522,813
                                         ===================  ===================  ===================  ===================


                                             MSF VAN ECK        MSF WESTERN ASSET                                          
                                           GLOBAL NATURAL          MANAGEMENT                                              
                                              RESOURCES          U.S. GOVERNMENT                                           
                                             SUB-ACCOUNT           SUB-ACCOUNT                                             
                                         -------------------  -------------------                                          
                                                                                                                           
ASSETS:                                                                                                                    
   Investments at fair value............ $       106,449,545  $       291,870,510                                          
   Due from MetLife Investors                                                                                              
     USA Insurance Company..............                  --                   --                                          
                                         -------------------  -------------------                                          
       Total Assets.....................         106,449,545          291,870,510                                          
                                         -------------------  -------------------                                          
LIABILITIES:                                                                                                               
   Accrued fees.........................                  45                  121                                          
   Due to MetLife Investors                                                                                                
     USA Insurance Company..............                   1                    1                                          
                                         -------------------  -------------------                                          
       Total Liabilities................                  46                  122                                          
                                         -------------------  -------------------                                          

NET ASSETS.............................. $       106,449,499  $       291,870,388                                          
                                         ===================  ===================                                          
CONTRACT OWNERS' EQUITY                                                                                                    
   Net assets from accumulation units... $       106,449,499  $       291,855,711                                          
   Net assets from contracts in payout..                  --               14,677                                          
                                         -------------------  -------------------                                          
       Total Net Assets................. $       106,449,499  $       291,870,388                                          
                                         ===================  ===================                                          

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]

                                                                                      OPPENHEIMER VA                         
                                              NEUBERGER          OPPENHEIMER VA      GLOBAL STRATEGIC       OPPENHEIMER VA   
                                           BERMAN GENESIS           CORE BOND             INCOME              MAIN STREET    
                                             SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT    
                                         -------------------  --------------------  -------------------  --------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $            10,997  $              8,649  $             4,493  $            104,043
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                    --                   --                    --
                                         -------------------  --------------------  -------------------  --------------------
        Total Assets....................              10,997                 8,649                4,493               104,043
                                         -------------------  --------------------  -------------------  --------------------
LIABILITIES:                                                                                                                 
   Accrued fees.........................                   6                     3                    1                     4
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                  --                    --                   --                    --
                                         -------------------  --------------------  -------------------  --------------------
        Total Liabilities...............                   6                     3                    1                     4
                                         -------------------  --------------------  -------------------  --------------------

NET ASSETS.............................. $            10,991  $              8,646  $             4,492  $            104,039
                                         ===================  ====================  ===================  ====================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $            10,991  $              8,646  $             4,492  $            104,039
   Net assets from contracts in payout..                  --                    --                   --                    --
                                         -------------------  --------------------  -------------------  --------------------
        Total Net Assets................ $            10,991  $              8,646  $             4,492  $            104,039
                                         ===================  ====================  ===================  ====================



                                            OPPENHEIMER VA        OPPENHEIMER VA        PIONEER VCT           PIONEER VCT    
                                           MAIN STREET SMALL           MONEY         DISCIPLINED VALUE     EMERGING MARKETS  
                                              SUB-ACCOUNT           SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT    
                                         --------------------  -------------------  -------------------  --------------------
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $        123,045,425  $             4,008  $         2,003,215  $            721,676
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                   --                   --                   --                    --
                                         --------------------  -------------------  -------------------  --------------------
        Total Assets....................          123,045,425                4,008            2,003,215               721,676
                                         --------------------  -------------------  -------------------  --------------------
LIABILITIES:                                                                                                                 
   Accrued fees.........................                   18                    8                   78                    92
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                   --                   --                   --                     1
                                         --------------------  -------------------  -------------------  --------------------
        Total Liabilities...............                   18                    8                   78                    93
                                         --------------------  -------------------  -------------------  --------------------

NET ASSETS.............................. $        123,045,407  $             4,000  $         2,003,137  $            721,583
                                         ====================  ===================  ===================  ====================
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $        123,045,407  $             4,000  $         2,003,137  $            721,583
   Net assets from contracts in payout..                   --                   --                   --                    --
                                         --------------------  -------------------  -------------------  --------------------
        Total Net Assets................ $        123,045,407  $             4,000  $         2,003,137  $            721,583
                                         ====================  ===================  ===================  ====================



                                             PIONEER VCT      PIONEER VCT IBBOTSON                                           
                                            EQUITY INCOME       GROWTH ALLOCATION                                            
                                             SUB-ACCOUNT           SUB-ACCOUNT                                               
                                         -------------------  --------------------                                           
                                                                                                                             
ASSETS:                                                                                                                      
   Investments at fair value............ $           637,916  $         20,842,524                                           
   Due from MetLife Investors                                                                                                
     USA Insurance Company..............                  --                    --                                           
                                         -------------------  --------------------                                           
        Total Assets....................             637,916            20,842,524                                           
                                         -------------------  --------------------                                           
LIABILITIES:                                                                                                                 
   Accrued fees.........................                  41                    55                                           
   Due to MetLife Investors                                                                                                  
     USA Insurance Company..............                   1                     1                                           
                                         -------------------  --------------------                                           
        Total Liabilities...............                  42                    56                                           
                                         -------------------  --------------------                                           

NET ASSETS.............................. $           637,874  $         20,842,468                                           
                                         ===================  ====================                                           
CONTRACT OWNERS' EQUITY                                                                                                      
   Net assets from accumulation units... $           637,874  $         20,842,468                                           
   Net assets from contracts in payout..                  --                    --                                           
                                         -------------------  --------------------                                           
        Total Net Assets................ $           637,874  $         20,842,468                                           
                                         ===================  ====================                                           

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF ASSETS AND LIABILITIES -- (CONCLUDED)   
DECEMBER 31, 2013   

                                                        [Enlarge/Download Table]

                                         PIONEER VCT IBBOTSON        PIONEER VCT           PIONEER VCT          T. ROWE PRICE   
                                          MODERATE ALLOCATION       MID CAP VALUE      REAL ESTATE SHARES       GROWTH STOCK    
                                              SUB-ACCOUNT            SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                         ---------------------  --------------------  --------------------  --------------------
                                                                                                                                
ASSETS:                                                                                                                         
   Investments at fair value............ $          30,201,108  $         71,900,108  $            252,718  $          8,339,192
   Due from MetLife Investors                                                                                                   
     USA Insurance Company..............                    --                    --                    --                    --
                                         ---------------------  --------------------  --------------------  --------------------
        Total Assets....................            30,201,108            71,900,108               252,718             8,339,192
                                         ---------------------  --------------------  --------------------  --------------------
LIABILITIES:                                                                                                                    
   Accrued fees.........................                    44                    65                    64                    --
   Due to MetLife Investors                                                                                                     
     USA Insurance Company..............                     1                     1                     1                    --
                                         ---------------------  --------------------  --------------------  --------------------
        Total Liabilities...............                    45                    66                    65                    --
                                         ---------------------  --------------------  --------------------  --------------------

NET ASSETS.............................. $          30,201,063  $         71,900,042  $            252,653  $          8,339,192
                                         =====================  ====================  ====================  ====================
CONTRACT OWNERS' EQUITY                                                                                                         
   Net assets from accumulation units... $          30,201,063  $         71,900,042  $            252,653  $          8,339,192
   Net assets from contracts in payout..                    --                    --                    --                    --
                                         ---------------------  --------------------  --------------------  --------------------
        Total Net Assets................ $          30,201,063  $         71,900,042  $            252,653  $          8,339,192
                                         =====================  ====================  ====================  ====================


                                              T. ROWE PRICE         T. ROWE PRICE                                               
                                           INTERNATIONAL STOCK      PRIME RESERVE     UIF U.S. REAL ESTATE                      
                                               SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT                          
                                         ---------------------  --------------------  --------------------                      
                                                                                                                                
ASSETS:                                                                                                                         
   Investments at fair value............ $             655,401  $            558,450  $        100,974,984                      
   Due from MetLife Investors                                                                                                   
     USA Insurance Company..............                    --                    --                    --                      
                                         ---------------------  --------------------  --------------------                      
        Total Assets....................               655,401               558,450           100,974,984                      
                                         ---------------------  --------------------  --------------------                      
LIABILITIES:                                                                                                                    
   Accrued fees.........................                    --                    --                     6                      
   Due to MetLife Investors                                                                                                     
     USA Insurance Company..............                    --                     1                     1                      
                                         ---------------------  --------------------  --------------------                      
        Total Liabilities...............                    --                     1                     7                      
                                         ---------------------  --------------------  --------------------                      

NET ASSETS.............................. $             655,401  $            558,449  $        100,974,977                      
                                         =====================  ====================  ====================                      
CONTRACT OWNERS' EQUITY                                                                                                         
   Net assets from accumulation units... $             655,401  $            558,449  $        100,974,977                      
   Net assets from contracts in payout..                    --                    --                    --                      
                                         ---------------------  --------------------  --------------------                      
        Total Net Assets................ $             655,401  $            558,449  $        100,974,977                      
                                         =====================  ====================  ====================                      


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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS    
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                                                                               AMERICAN FUNDS  
                                                     ALGER          AMERICAN FUNDS       AMERICAN FUNDS         GLOBAL SMALL   
                                               SMALL CAP GROWTH          BOND             GLOBAL GROWTH        CAPITALIZATION  
                                                  SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT   
                                             -------------------  -------------------  -------------------  -------------------
                                                                                                                               
INVESTMENT INCOME:                                                                                                             
      Dividends............................  $                --  $         2,659,639  $         3,543,665  $           995,290
                                             -------------------  -------------------  -------------------  -------------------
EXPENSES:                                                                                                                      
      Mortality and expense risk                                                                                               
        charges............................              795,350            1,579,860            3,369,739            1,305,682
      Administrative charges...............                   --              361,049              700,854              239,013
                                             -------------------  -------------------  -------------------  -------------------
        Total expenses.....................              795,350            1,940,909            4,070,593            1,544,695
                                             -------------------  -------------------  -------------------  -------------------
           Net investment income (loss)....            (795,350)              718,730            (526,928)            (549,405)
                                             -------------------  -------------------  -------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                     
   UNREALIZED GAINS (LOSSES)                                                                                                   
   ON INVESTMENTS:                                                                                                             
      Realized gain distributions..........            7,752,298            1,645,084                   --                   --
      Realized gains (losses) on sale of                                                                                       
        investments........................              715,762              105,489            3,982,592            1,957,425
                                             -------------------  -------------------  -------------------  -------------------
           Net realized gains (losses).....            8,468,060            1,750,573            3,982,592            1,957,425
                                             -------------------  -------------------  -------------------  -------------------
      Change in unrealized gains (losses)                                                                                      
        on investments.....................            8,688,799          (7,601,790)           65,109,148           25,083,432
                                             -------------------  -------------------  -------------------  -------------------
      Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                              
        on investments.....................           17,156,859          (5,851,217)           69,091,740           27,040,857
                                             -------------------  -------------------  -------------------  -------------------
      Net increase (decrease) in net assets                                                                                    
        resulting from operations..........  $        16,361,509  $       (5,132,487)  $        68,564,812  $        26,491,452
                                             ===================  ===================  ===================  ===================



                                                AMERICAN FUNDS      AMERICAN FUNDS            DWS I            FEDERATED HIGH  
                                                    GROWTH           GROWTH-INCOME        INTERNATIONAL          INCOME BOND   
                                                  SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT   
                                             -------------------  -------------------  -------------------  -------------------
                                                                                                                               
INVESTMENT INCOME:                                                                                                             
      Dividends............................  $         7,336,530  $         4,748,193  $           924,809  $             1,732
                                             -------------------  -------------------  -------------------  -------------------
EXPENSES:                                                                                                                      
      Mortality and expense risk                                                                                               
        charges............................            9,466,721            4,415,548              235,774                  357
      Administrative charges...............            1,886,375              801,868                   --                   --
                                             -------------------  -------------------  -------------------  -------------------
        Total expenses.....................           11,353,096            5,217,416              235,774                  357
                                             -------------------  -------------------  -------------------  -------------------
           Net investment income (loss)....          (4,016,566)            (469,223)              689,035                1,375
                                             -------------------  -------------------  -------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                     
   UNREALIZED GAINS (LOSSES)                                                                                                   
   ON INVESTMENTS:                                                                                                             
      Realized gain distributions..........                   --                   --                   --                   --
      Realized gains (losses) on sale of                                                                                       
        investments........................           16,990,100            6,900,940            (490,812)                   --
                                             -------------------  -------------------  -------------------  -------------------
           Net realized gains (losses).....           16,990,100            6,900,940            (490,812)                   --
                                             -------------------  -------------------  -------------------  -------------------
      Change in unrealized gains (losses)                                                                                      
        on investments.....................          182,361,798           89,831,743            2,799,643                  (4)
                                             -------------------  -------------------  -------------------  -------------------
      Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                              
        on investments.....................          199,351,898           96,732,683            2,308,831                  (4)
                                             -------------------  -------------------  -------------------  -------------------
      Net increase (decrease) in net assets                                                                                    
        resulting from operations..........  $       195,335,332  $        96,263,460  $         2,997,866  $             1,371
                                             ===================  ===================  ===================  ===================



                                                  FEDERATED           FIDELITY VIP                                             
                                                   KAUFMAN            ASSET MANAGER                                            
                                                 SUB-ACCOUNT           SUB-ACCOUNT                                             
                                             -------------------  -------------------                                          
                                                                                                                               
INVESTMENT INCOME:                                                                                                             
      Dividends............................  $                --  $         1,335,776                                          
                                             -------------------  -------------------                                          
EXPENSES:                                                                                                                      
      Mortality and expense risk                                                                                               
        charges............................                  544            1,168,826                                          
      Administrative charges...............                   --                   --                                          
                                             -------------------  -------------------                                          
        Total expenses.....................                  544            1,168,826                                          
                                             -------------------  -------------------                                          
           Net investment income (loss)....                (544)              166,950                                          
                                             -------------------  -------------------                                          
NET REALIZED AND CHANGE IN                                                                                                     
   UNREALIZED GAINS (LOSSES)                                                                                                   
   ON INVESTMENTS:                                                                                                             
      Realized gain distributions..........                3,265              207,129                                          
      Realized gains (losses) on sale of                                                                                       
        investments........................                  351              599,116                                          
                                             -------------------  -------------------                                          
           Net realized gains (losses).....                3,616              806,245                                          
                                             -------------------  -------------------                                          
      Change in unrealized gains (losses)                                                                                      
        on investments.....................                9,524           10,480,801                                          
                                             -------------------  -------------------                                          
      Net realized and change in                                                                                               
        unrealized gains (losses)                                                                                              
        on investments.....................               13,140           11,287,046                                          
                                             -------------------  -------------------                                          
      Net increase (decrease) in net assets                                                                                    
        resulting from operations..........  $            12,596  $        11,453,996                                          
                                             ===================  ===================                                          

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                 FIDELITY VIP          FIDELITY VIP         FIDELITY VIP          FIDELITY VIP    
                                                  CONTRAFUND           EQUITY-INCOME      FUNDSMANAGER 50%      FUNDSMANAGER 60%  
                                                  SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT    
                                             --------------------  --------------------  -------------------  --------------------
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................. $          5,646,134  $            139,396  $        19,057,686  $         44,019,083
                                             --------------------  --------------------  -------------------  --------------------
EXPENSES:                                                                                                                         
      Mortality and expense risk                                                                                                  
        charges.............................            6,566,916                80,957           24,306,286            75,257,193
      Administrative charges................              776,610                    --                   --                    --
                                             --------------------  --------------------  -------------------  --------------------
        Total expenses......................            7,343,526                80,957           24,306,286            75,257,193
                                             --------------------  --------------------  -------------------  --------------------
           Net investment income (loss).....          (1,697,392)                58,439          (5,248,600)          (31,238,110)
                                             --------------------  --------------------  -------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions...........              159,570               370,347           10,771,735           140,760,703
      Realized gains (losses) on sale of                                                                                          
        investments.........................           11,441,688               (2,721)                   --            30,399,116
                                             --------------------  --------------------  -------------------  --------------------
           Net realized gains (losses)......           11,601,258               367,626           10,771,735           171,159,819
                                             --------------------  --------------------  -------------------  --------------------
      Change in unrealized gains (losses)                                                                                         
        on investments......................          130,225,189               916,971          141,257,707           435,136,185
                                             --------------------  --------------------  -------------------  --------------------
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments......................          141,826,447             1,284,597          152,029,442           606,296,004
                                             --------------------  --------------------  -------------------  --------------------
      Net increase (decrease) in net assets                                                                                       
        resulting from operations........... $        140,129,055  $          1,343,036  $       146,780,842  $        575,057,894
                                             ====================  ====================  ===================  ====================


                                                 FIDELITY VIP        FIDELITY VIP          FIDELITY VIP          FIDELITY VIP     
                                                    GROWTH             INDEX 500              MID CAP            MONEY MARKET     
                                                  SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT     
                                             -------------------  -------------------  --------------------  -------------------- 
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................. $           427,133  $         1,208,234  $          1,103,058  $             19,205 
                                             -------------------  -------------------  --------------------  -------------------- 
EXPENSES:                                                                                                                         
      Mortality and expense risk                                                                                                  
        charges.............................           2,006,872              883,110             4,345,498             1,616,530 
      Administrative charges................                  --                   --               973,805                    -- 
                                             -------------------  -------------------  --------------------  -------------------- 
        Total expenses......................           2,006,872              883,110             5,319,303             1,616,530 
                                             -------------------  -------------------  --------------------  -------------------- 
           Net investment income (loss).....         (1,579,739)              325,124           (4,216,245)           (1,597,325) 
                                             -------------------  -------------------  --------------------  -------------------- 
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions...........             101,698              659,971            52,528,266                    -- 
      Realized gains (losses) on sale of                                                                                          
        investments.........................           4,010,481            2,197,984             4,049,459                    -- 
                                             -------------------  -------------------  --------------------  -------------------- 
           Net realized gains (losses)......           4,112,179            2,857,955            56,577,725                    -- 
                                             -------------------  -------------------  --------------------  -------------------- 
      Change in unrealized gains (losses)                                                                                         
        on investments......................          41,938,391           14,178,938            61,592,202                    -- 
                                             -------------------  -------------------  --------------------  -------------------- 
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments......................          46,050,570           17,036,893           118,169,927                    -- 
                                             -------------------  -------------------  --------------------  -------------------- 
      Net increase (decrease) in net assets                                                                                       
        resulting from operations........... $        44,470,831  $        17,362,017  $        113,953,682  $        (1,597,325) 
                                             ===================  ===================  ====================  ==================== 


                                                 FIDELITY VIP         FTVIPT FRANKLIN                                             
                                                   OVERSEAS          INCOME SECURITIES                                            
                                                  SUB-ACCOUNT           SUB-ACCOUNT                                               
                                             --------------------  -------------------                                            
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................. $             73,625  $        17,606,923                                            
                                             --------------------  -------------------                                            
EXPENSES:                                                                                                                         
      Mortality and expense risk                                                                                                  
        charges.............................               68,590            3,108,880                                            
      Administrative charges................                   --              695,083                                            
                                             --------------------  -------------------                                            
        Total expenses......................               68,590            3,803,963                                            
                                             --------------------  -------------------                                            
           Net investment income (loss).....                5,035           13,802,960                                            
                                             --------------------  -------------------                                            
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions...........               20,183                   --                                            
      Realized gains (losses) on sale of                                                                                          
        investments.........................              (8,588)              335,927                                            
                                             --------------------  -------------------                                            
           Net realized gains (losses)......               11,595              335,927                                            
                                             --------------------  -------------------                                            
      Change in unrealized gains (losses)                                                                                         
        on investments......................            1,380,290           18,152,582                                            
                                             --------------------  -------------------                                            
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments......................            1,391,885           18,488,509                                            
                                             --------------------  -------------------                                            
      Net increase (decrease) in net assets                                                                                       
        resulting from operations........... $          1,396,920  $        32,291,469                                            
                                             ====================  ===================                                            

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                FTVIPT FRANKLIN                                                  FTVIPT TEMPLETON  
                                                SMALL CAP VALUE        FTVIPT MUTUAL       FTVIPT TEMPLETON         GLOBAL BOND    
                                                  SECURITIES         SHARES SECURITIES    FOREIGN SECURITIES        SECURITIES     
                                                  SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                             --------------------  --------------------  --------------------  --------------------
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................. $          1,424,165  $          3,049,245  $          1,970,839  $         11,451,561
                                             --------------------  --------------------  --------------------  --------------------
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges.............................            1,177,277             1,657,493             1,284,267             2,597,751
      Administrative charges................              270,995               363,180               206,977               601,822
                                             --------------------  --------------------  --------------------  --------------------
        Total expenses......................            1,448,272             2,020,673             1,491,244             3,199,573
                                             --------------------  --------------------  --------------------  --------------------
           Net investment income (loss).....             (24,107)             1,028,572               479,595             8,251,988
                                             --------------------  --------------------  --------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions...........            1,837,932                    --                    --             2,956,639
      Realized gains (losses) on sale of                                                                                           
        investments.........................            1,498,054             1,531,390               527,295              (64,028)
                                             --------------------  --------------------  --------------------  --------------------
           Net realized gains (losses)......            3,335,986             1,531,390               527,295             2,892,611
                                             --------------------  --------------------  --------------------  --------------------
      Change in unrealized gains (losses)                                                                                          
        on investments......................           28,858,586            31,136,595            14,782,128          (10,624,497)
                                             --------------------  --------------------  --------------------  --------------------
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments......................           32,194,572            32,667,985            15,309,423           (7,731,886)
                                             --------------------  --------------------  --------------------  --------------------
      Net increase (decrease) in net assets                                                                                        
        resulting from operations........... $         32,170,465  $         33,696,557  $         15,789,018  $            520,102
                                             ====================  ====================  ====================  ====================



                                                 INVESCO V.I.          INVESCO V.I.          INVESCO V.I.          INVESCO V.I.    
                                              AMERICAN FRANCHISE      AMERICAN VALUE          CORE EQUITY        EQUITY AND INCOME 
                                                  SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                             --------------------  --------------------  --------------------  --------------------
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................. $                610  $            474,488  $              3,195  $          9,000,063
                                             --------------------  --------------------  --------------------  --------------------
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges.............................                2,011               918,743                 3,285             6,577,931
      Administrative charges................                   --               208,813                    --             1,461,723
                                             --------------------  --------------------  --------------------  --------------------
        Total expenses......................                2,011             1,127,556                 3,285             8,039,654
                                             --------------------  --------------------  --------------------  --------------------
           Net investment income (loss).....              (1,401)             (653,068)                  (90)               960,409
                                             --------------------  --------------------  --------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions...........                   --                    --                    --                    --
      Realized gains (losses) on sale of                                                                                           
        investments.........................                4,184             1,362,452                11,977             2,646,648
                                             --------------------  --------------------  --------------------  --------------------
           Net realized gains (losses)......                4,184             1,362,452                11,977             2,646,648
                                             --------------------  --------------------  --------------------  --------------------
      Change in unrealized gains (losses)                                                                                          
        on investments......................               44,589            21,986,708                45,509           115,194,853
                                             --------------------  --------------------  --------------------  --------------------
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments......................               48,773            23,349,160                57,486           117,841,501
                                             --------------------  --------------------  --------------------  --------------------
      Net increase (decrease) in net assets                                                                                        
        resulting from operations........... $             47,372  $         22,696,092  $             57,396  $        118,801,910
                                             ====================  ====================  ====================  ====================



                                                 INVESCO V.I.          INVESCO V.I.                                                
                                              GLOBAL REAL ESTATE     GROWTH AND INCOME                                             
                                                  SUB-ACCOUNT           SUB-ACCOUNT                                                
                                             --------------------  -------------------                                             
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................. $          1,116,085  $         4,261,347                                             
                                             --------------------  -------------------                                             
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges.............................              307,333            3,635,879                                             
      Administrative charges................               69,997              813,892                                             
                                             --------------------  -------------------                                             
        Total expenses......................              377,330            4,449,771                                             
                                             --------------------  -------------------                                             
           Net investment income (loss).....              738,755            (188,424)                                             
                                             --------------------  -------------------                                             
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions...........                   --            2,944,746                                             
      Realized gains (losses) on sale of                                                                                           
        investments.........................              251,182            3,020,114                                             
                                             --------------------  -------------------                                             
           Net realized gains (losses)......              251,182            5,964,860                                             
                                             --------------------  -------------------                                             
      Change in unrealized gains (losses)                                                                                          
        on investments......................            (841,038)           81,951,879                                             
                                             --------------------  -------------------                                             
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments......................            (589,856)           87,916,739                                             
                                             --------------------  -------------------                                             
      Net increase (decrease) in net assets                                                                                        
        resulting from operations........... $            148,899  $        87,728,315                                             
                                             ====================  ===================                                             

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                                                               LMPVET                LMPVET        
                                                 INVESCO V.I.          JANUS ASPEN      CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE 
                                             INTERNATIONAL GROWTH    GLOBAL RESEARCH      AGGRESSIVE GROWTH       ALL CAP VALUE    
                                                  SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT     
                                             --------------------  -------------------  --------------------  -------------------- 
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................   $         2,742,141  $                73   $           671,833   $         1,655,948 
                                             --------------------  -------------------  --------------------  -------------------- 
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges............................             2,753,046                   52             2,809,619             1,394,363 
      Administrative charges...............               625,200                   --               590,305               295,950 
                                             --------------------  -------------------  --------------------  -------------------- 
        Total expenses.....................             3,378,246                   52             3,399,924             1,690,313 
                                             --------------------  -------------------  --------------------  -------------------- 
          Net investment income (loss).....             (636,105)                   21           (2,728,091)              (34,365) 
                                             --------------------  -------------------  --------------------  -------------------- 
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions..........                    --                   --            12,904,072             8,706,055 
      Realized gains (losses) on sale of                                                                                           
        investments........................             1,305,822                  120             4,957,428             1,486,711 
                                             --------------------  -------------------  --------------------  -------------------- 
          Net realized gains (losses)......             1,305,822                  120            17,861,500            10,192,766 
                                             --------------------  -------------------  --------------------  -------------------- 
      Change in unrealized gains (losses)                                                                                          
        on investments.....................            40,017,340                1,329            71,695,365            20,675,928 
                                             --------------------  -------------------  --------------------  -------------------- 
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments.....................            41,323,162                1,449            89,556,865            30,868,694 
                                             --------------------  -------------------  --------------------  -------------------- 
      Net increase (decrease) in net assets                                                                                        
        resulting from operations..........   $        40,687,057  $             1,470   $        86,828,774   $        30,834,329 
                                             ====================  ===================  ====================  ==================== 


                                                    LMPVET                LMPVET                LMPVET                LMPVET       
                                             CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE  CLEARBRIDGE VARIABLE
                                                 APPRECIATION          EQUITY INCOME       LARGE CAP GROWTH       LARGE CAP VALUE  
                                                  SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                             --------------------  --------------------  --------------------  --------------------
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................  $         4,560,501   $         2,745,187   $            23,290    $           103,406
                                             --------------------  --------------------  --------------------  --------------------
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges............................            4,021,644             1,903,271                70,000                 87,700
      Administrative charges...............              879,646               414,431                11,460                 14,558
                                             --------------------  --------------------  --------------------  --------------------
        Total expenses.....................            4,901,290             2,317,702                81,460                102,258
                                             --------------------  --------------------  --------------------  --------------------
          Net investment income (loss).....            (340,789)               427,485              (58,170)                  1,148
                                             --------------------  --------------------  --------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions..........           12,586,231                    --               491,394                307,920
      Realized gains (losses) on sale of                                                                                           
        investments........................            1,266,391               646,901               254,029                158,693
                                             --------------------  --------------------  --------------------  --------------------
          Net realized gains (losses)......           13,852,622               646,901               745,423                466,613
                                             --------------------  --------------------  --------------------  --------------------
      Change in unrealized gains (losses)                                                                                          
        on investments.....................           72,638,328            33,452,314               710,461              1,056,824
                                             --------------------  --------------------  --------------------  --------------------
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments.....................           86,490,950            34,099,215             1,455,884              1,523,437
                                             --------------------  --------------------  --------------------  --------------------
      Net increase (decrease) in net assets                                                                                        
        resulting from operations..........  $        86,150,161   $        34,526,700   $         1,397,714    $         1,524,585
                                             ====================  ====================  ====================  ====================


                                                    LMPVET          LMPVET INVESTMENT                                              
                                             CLEARBRIDGE VARIABLE   COUNSEL VARIABLE                                               
                                               SMALL CAP GROWTH     SOCIAL AWARENESS                                               
                                                  SUB-ACCOUNT          SUB-ACCOUNT                                                 
                                             --------------------  -------------------                                             
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................   $            40,622  $             2,393                                             
                                             --------------------  -------------------                                             
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges............................             1,051,901                3,889                                             
      Administrative charges...............               224,160                  717                                             
                                             --------------------  -------------------                                             
        Total expenses.....................             1,276,061                4,606                                             
                                             --------------------  -------------------                                             
          Net investment income (loss).....           (1,235,439)              (2,213)                                             
                                             --------------------  -------------------                                             
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions..........             7,305,832                   --                                             
      Realized gains (losses) on sale of                                                                                           
        investments........................             1,558,761                8,209                                             
                                             --------------------  -------------------                                             
          Net realized gains (losses)......             8,864,593                8,209                                             
                                             --------------------  -------------------                                             
      Change in unrealized gains (losses)                                                                                          
        on investments.....................            24,881,277               39,556                                             
                                             --------------------  -------------------                                             
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments.....................            33,745,870               47,765                                             
                                             --------------------  -------------------                                             
      Net increase (decrease) in net assets                                                                                        
        resulting from operations..........   $        32,510,431  $            45,552                                             
                                             ====================  ===================                                             

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]


                                                    LMPVET                LMPVET               LMPVET            LMPVIT WESTERN    
                                              VARIABLE LIFESTYLE    VARIABLE LIFESTYLE   VARIABLE LIFESTYLE   ASSET VARIABLE GLOBAL
                                                ALLOCATION 50%        ALLOCATION 70%       ALLOCATION 85%        HIGH YIELD BOND   
                                                  SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT     
                                             --------------------  -------------------  --------------------  ---------------------
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................  $            873,351  $            36,589  $          1,460,852  $         6,179,424  
                                             --------------------  -------------------  --------------------  ---------------------
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges............................               438,782               35,306               975,746            1,175,968  
      Administrative charges...............                98,604                6,498               219,274              249,397  
                                             --------------------  -------------------  --------------------  ---------------------
        Total expenses.....................               537,386               41,804             1,195,020            1,425,365  
                                             --------------------  -------------------  --------------------  ---------------------
           Net investment income (loss)....               335,965              (5,215)               265,832            4,754,059  
                                             --------------------  -------------------  --------------------  ---------------------
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions..........                    --                   --                    --                   --  
      Realized gains (losses) on sale of                                                                                           
        investments........................               294,643              164,204             1,739,917               97,460  
                                             --------------------  -------------------  --------------------  ---------------------
           Net realized gains (losses).....               294,643              164,204             1,739,917               97,460  
                                             --------------------  -------------------  --------------------  ---------------------
      Change in unrealized gains (losses)                                                                                          
        on investments.....................             4,402,903              307,412            17,385,552            (303,455)  
                                             --------------------  -------------------  --------------------  ---------------------
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments.....................             4,697,546              471,616            19,125,469            (205,995)  
                                             --------------------  -------------------  --------------------  ---------------------
      Net increase (decrease) in net assets                                                                                        
        resulting from operations..........  $          5,033,511  $           466,401  $         19,391,301  $         4,548,064  
                                             ====================  ===================  ====================  =====================


                                                                                                                     MIST          
                                                                                                               ALLIANCEBERNSTEIN   
                                                    MFS VIT              MFS VIT                                GLOBAL DYNAMIC     
                                                INVESTORS TRUST       NEW DISCOVERY       MFS VIT RESEARCH        ALLOCATION       
                                                  SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT      
                                             -------------------  --------------------  -------------------  --------------------  
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................  $               254  $                 --  $               188  $         39,779,815  
                                             -------------------  --------------------  -------------------  --------------------  
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges............................                  323                   581                  798            36,599,907  
      Administrative charges...............                   --                    --                   --             7,790,779  
                                             -------------------  --------------------  -------------------  --------------------  
        Total expenses.....................                  323                   581                  798            44,390,686  
                                             -------------------  --------------------  -------------------  --------------------  
           Net investment income (loss)....                 (69)                 (581)                (610)           (4,610,871)  
                                             -------------------  --------------------  -------------------  --------------------  
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions..........                   --                   326                  140            66,116,796  
      Realized gains (losses) on sale of                                                                                           
        investments........................                  292                 1,680                  993             6,931,021  
                                             -------------------  --------------------  -------------------  --------------------  
           Net realized gains (losses).....                  292                 2,006                1,133            73,047,817  
                                             -------------------  --------------------  -------------------  --------------------  
      Change in unrealized gains (losses)                                                                                          
        on investments.....................                5,877                12,769               14,560           213,779,983  
                                             -------------------  --------------------  -------------------  --------------------  
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments.....................                6,169                14,775               15,693           286,827,800  
                                             -------------------  --------------------  -------------------  --------------------  
      Net increase (decrease) in net assets                                                                                        
        resulting from operations..........  $             6,100  $             14,194  $            15,083  $        282,216,929  
                                             ===================  ====================  ===================  ====================  



                                                MIST AMERICAN         MIST AMERICAN                                                
                                               FUNDS BALANCED         FUNDS GROWTH                                                 
                                                 ALLOCATION            ALLOCATION                                                  
                                                 SUB-ACCOUNT           SUB-ACCOUNT                                                 
                                             -------------------  --------------------                                             
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................  $        45,063,018  $         16,505,934                                             
                                             -------------------  --------------------                                             
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges............................           42,252,390            21,762,771                                             
      Administrative charges...............            8,199,489             4,137,682                                             
                                             -------------------  --------------------                                             
        Total expenses.....................           50,451,879            25,900,453                                             
                                             -------------------  --------------------                                             
           Net investment income (loss)....          (5,388,861)           (9,394,519)                                             
                                             -------------------  --------------------                                             
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions..........          202,636,315            91,077,385                                             
      Realized gains (losses) on sale of                                                                                           
        investments........................           47,989,589            30,207,659                                             
                                             -------------------  --------------------                                             
           Net realized gains (losses).....          250,625,904           121,285,044                                             
                                             -------------------  --------------------                                             
      Change in unrealized gains (losses)                                                                                          
        on investments.....................          260,897,780           233,109,626                                             
                                             -------------------  --------------------                                             
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments.....................          511,523,684           354,394,670                                             
                                             -------------------  --------------------                                             
      Net increase (decrease) in net assets                                                                                        
        resulting from operations..........  $       506,134,823  $        345,000,151                                             
                                             ===================  ====================                                             

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                                      MIST AMERICAN          MIST AQR           MIST BLACKROCK   
                                                 MIST AMERICAN       FUNDS MODERATE         GLOBAL RISK         GLOBAL TACTICAL  
                                                 FUNDS GROWTH          ALLOCATION            BALANCED             STRATEGIES     
                                                  SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT    
                                             -------------------  --------------------  -------------------  ------------------- 
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $         2,634,418  $         29,195,296  $        77,169,328  $        71,277,628 
                                             -------------------  --------------------  -------------------  ------------------- 
EXPENSES:                                                                                                                        
      Mortality and expense risk                                                                                                 
        charges............................            7,671,883            22,758,412           43,469,807           61,766,852 
      Administrative charges...............            1,480,530             4,420,275            9,245,161           13,128,334 
                                             -------------------  --------------------  -------------------  ------------------- 
        Total expenses.....................            9,152,413            27,178,687           52,714,968           74,895,186 
                                             -------------------  --------------------  -------------------  ------------------- 
          Net investment income (loss).....          (6,517,995)             2,016,609           24,454,360          (3,617,558) 
                                             -------------------  --------------------  -------------------  ------------------- 
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........           29,294,729            96,296,087          143,800,114          115,215,891 
      Realized gains (losses) on sale of                                                                                         
        investments........................           26,472,567            23,672,085         (12,389,834)           18,039,686 
                                             -------------------  --------------------  -------------------  ------------------- 
          Net realized gains (losses)......           55,767,296           119,968,172          131,410,280          133,255,577 
                                             -------------------  --------------------  -------------------  ------------------- 
      Change in unrealized gains (losses)                                                                                        
        on investments.....................           96,031,643            74,888,275        (347,099,092)          311,060,284 
                                             -------------------  --------------------  -------------------  ------------------- 
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................          151,798,939           194,856,447        (215,688,812)          444,315,861 
                                             -------------------  --------------------  -------------------  ------------------- 
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $       145,280,944  $        196,873,056  $     (191,234,452)  $       440,698,303 
                                             ===================  ====================  ===================  =================== 



                                               MIST BLACKROCK        MIST BLACKROCK        MIST CLARION        MIST CLEARBRIDGE  
                                                 HIGH YIELD          LARGE CAP CORE     GLOBAL REAL ESTATE   AGGRESSIVE GROWTH II
                                                 SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT    
                                             -------------------  -------------------  --------------------  --------------------
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $        18,834,222  $           200,349  $         12,947,679   $           651,867
                                             -------------------  -------------------  --------------------  --------------------
EXPENSES:                                                                                                                        
      Mortality and expense risk                                                                                                 
        charges............................            3,567,603              231,165             2,622,102             1,400,541
      Administrative charges...............              670,423               38,903               472,278               257,443
                                             -------------------  -------------------  --------------------  --------------------
        Total expenses.....................            4,238,026              270,068             3,094,380             1,657,984
                                             -------------------  -------------------  --------------------  --------------------
          Net investment income (loss).....           14,596,196             (69,719)             9,853,299           (1,006,117)
                                             -------------------  -------------------  --------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........            7,625,640                   --                    --                    --
      Realized gains (losses) on sale of                                                                                         
        investments........................            2,016,699              843,040              (92,999)             5,873,060
                                             -------------------  -------------------  --------------------  --------------------
          Net realized gains (losses)......            9,642,339              843,040              (92,999)             5,873,060
                                             -------------------  -------------------  --------------------  --------------------
      Change in unrealized gains (losses)                                                                                        
        on investments.....................          (4,631,091)            3,552,916           (6,455,197)            19,911,595
                                             -------------------  -------------------  --------------------  --------------------
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................            5,011,248            4,395,956           (6,548,196)            25,784,655
                                             -------------------  -------------------  --------------------  --------------------
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $        19,607,444  $         4,326,237  $          3,305,103   $        24,778,538
                                             ===================  ===================  ====================  ====================



                                               MIST CLEARBRIDGE    MIST GOLDMAN SACHS                                            
                                               AGGRESSIVE GROWTH      MID CAP VALUE                                              
                                                  SUB-ACCOUNT          SUB-ACCOUNT                                               
                                             -------------------  --------------------                                           
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $           804,033  $          1,444,830                                           
                                             -------------------  --------------------                                           
EXPENSES:                                                                                                                        
      Mortality and expense risk                                                                                                 
        charges............................            4,918,827             2,210,823                                           
      Administrative charges...............              924,636               407,162                                           
                                             -------------------  --------------------                                           
        Total expenses.....................            5,843,463             2,617,985                                           
                                             -------------------  --------------------                                           
          Net investment income (loss).....          (5,039,430)           (1,173,155)                                           
                                             -------------------  --------------------                                           
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........                   --             5,739,462                                           
      Realized gains (losses) on sale of                                                                                         
        investments........................           11,473,473             6,273,913                                           
                                             -------------------  --------------------                                           
          Net realized gains (losses)......           11,473,473            12,013,375                                           
                                             -------------------  --------------------                                           
      Change in unrealized gains (losses)                                                                                        
        on investments.....................          123,052,679            31,704,368                                           
                                             -------------------  --------------------                                           
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................          134,526,152            43,717,743                                           
                                             -------------------  --------------------                                           
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $       129,486,722  $         42,544,588                                           
                                             ===================  ====================                                           

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                    MIST             MIST INVESCO                                             
                                               HARRIS OAKMARK        BALANCED-RISK        MIST INVESCO         MIST INVESCO   
                                                INTERNATIONAL         ALLOCATION            COMSTOCK           MID CAP VALUE  
                                                 SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT   
                                             -------------------  -------------------  ------------------  -------------------
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $        14,919,166  $                --  $        4,115,774  $         1,107,426
                                             -------------------  -------------------  ------------------  -------------------
EXPENSES:                                                                                                                     
      Mortality and expense risk                                                                                              
        charges............................            8,192,161            9,997,790           4,825,998            2,046,225
      Administrative charges...............            1,525,990            2,160,902             964,548              375,754
                                             -------------------  -------------------  ------------------  -------------------
        Total expenses.....................            9,718,151           12,158,692           5,790,546            2,421,979
                                             -------------------  -------------------  ------------------  -------------------
          Net investment income (loss).....            5,201,015         (12,158,692)         (1,674,772)          (1,314,553)
                                             -------------------  -------------------  ------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........                   --            8,370,113                  --                   --
      Realized gains (losses) on sale of                                                                                      
        investments........................           11,702,177            1,706,902           9,703,108            7,722,920
                                             -------------------  -------------------  ------------------  -------------------
          Net realized gains (losses)......           11,702,177           10,077,015           9,703,108            7,722,920
                                             -------------------  -------------------  ------------------  -------------------
      Change in unrealized gains (losses)                                                                                     
        on investments.....................          134,182,838            4,078,692         101,696,056           30,620,411
                                             -------------------  -------------------  ------------------  -------------------
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................          145,885,015           14,155,707         111,399,164           38,343,331
                                             -------------------  -------------------  ------------------  -------------------
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $       151,086,030  $         1,997,015  $      109,724,392  $        37,028,778
                                             ===================  ===================  ==================  ===================


                                                                                          MIST JPMORGAN                       
                                                MIST INVESCO         MIST JPMORGAN        GLOBAL ACTIVE        MIST JPMORGAN  
                                              SMALL CAP GROWTH         CORE BOND           ALLOCATION         SMALL CAP VALUE 
                                                 SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT   
                                             -------------------  ------------------  -------------------  -------------------
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $           622,860  $          920,373  $           402,891  $           180,697
                                             -------------------  ------------------  -------------------  -------------------
EXPENSES:                                                                                                                     
      Mortality and expense risk                                                                                              
        charges............................            3,613,388           4,330,629            6,013,719              395,814
      Administrative charges...............              684,045             828,654            1,323,733               65,410
                                             -------------------  ------------------  -------------------  -------------------
        Total expenses.....................            4,297,433           5,159,283            7,337,452              461,224
                                             -------------------  ------------------  -------------------  -------------------
          Net investment income (loss).....          (3,674,573)         (4,238,910)          (6,934,561)            (280,527)
                                             -------------------  ------------------  -------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........           15,858,644           1,446,300            2,377,058                   --
      Realized gains (losses) on sale of                                                                                      
        investments........................            8,726,778          23,440,529               52,966            1,241,336
                                             -------------------  ------------------  -------------------  -------------------
          Net realized gains (losses)......           24,585,422          24,886,829            2,430,024            1,241,336
                                             -------------------  ------------------  -------------------  -------------------
      Change in unrealized gains (losses)                                                                                     
        on investments.....................           67,501,884        (36,171,178)           53,369,009            6,048,540
                                             -------------------  ------------------  -------------------  -------------------
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................           92,087,306        (11,284,349)           55,799,033            7,289,876
                                             -------------------  ------------------  -------------------  -------------------
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $        88,412,733  $     (15,523,259)  $        48,864,472  $         7,009,349
                                             ===================  ==================  ===================  ===================



                                             MIST LOOMIS SAYLES    MIST LORD ABBETT                                           
                                               GLOBAL MARKETS       BOND DEBENTURE                                            
                                                 SUB-ACCOUNT          SUB-ACCOUNT                                             
                                             -------------------  ------------------                                          
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $         4,375,048  $       17,189,255                                          
                                             -------------------  ------------------                                          
EXPENSES:                                                                                                                     
      Mortality and expense risk                                                                                              
        charges............................            2,402,291           3,595,505                                          
      Administrative charges...............              452,881             629,148                                          
                                             -------------------  ------------------                                          
        Total expenses.....................            2,855,172           4,224,653                                          
                                             -------------------  ------------------                                          
          Net investment income (loss).....            1,519,876          12,964,602                                          
                                             -------------------  ------------------                                          
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........                   --                  --                                          
      Realized gains (losses) on sale of                                                                                      
        investments........................            5,872,725           4,166,635                                          
                                             -------------------  ------------------                                          
          Net realized gains (losses)......            5,872,725           4,166,635                                          
                                             -------------------  ------------------                                          
      Change in unrealized gains (losses)                                                                                     
        on investments.....................           18,236,473         (1,363,498)                                          
                                             -------------------  ------------------                                          
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................           24,109,198           2,803,137                                          
                                             -------------------  ------------------                                          
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $        25,629,074  $       15,767,739                                          
                                             ===================  ==================                                          

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                     MIST           MIST MET/FRANKLIN                                           
                                                MET/EATON VANCE       LOW DURATION     MIST MET/TEMPLETON      MIST METLIFE     
                                                 FLOATING RATE        TOTAL RETURN     INTERNATIONAL BOND   AGGRESSIVE STRATEGY 
                                                  SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT     
                                             -------------------  -------------------  -------------------  ------------------- 
                                                                                                                                
INVESTMENT INCOME:                                                                                                              
      Dividends............................  $         2,232,948  $           893,838  $         1,133,225  $         4,474,444 
                                             -------------------  -------------------  -------------------  ------------------- 
EXPENSES:                                                                                                                       
      Mortality and expense risk                                                                                                
        charges............................              900,105            1,094,957              716,202            8,137,841 
      Administrative charges...............              164,980              208,094              140,116            1,499,478 
                                             -------------------  -------------------  -------------------  ------------------- 
        Total expenses.....................            1,065,085            1,303,051              856,318            9,637,319 
                                             -------------------  -------------------  -------------------  ------------------- 
          Net investment income (loss).....            1,167,863            (409,213)              276,907          (5,162,875) 
                                             -------------------  -------------------  -------------------  ------------------- 
NET REALIZED AND CHANGE IN                                                                                                      
   UNREALIZED GAINS (LOSSES)                                                                                                    
   ON INVESTMENTS:                                                                                                              
      Realized gain distributions..........              265,827                   --              255,578                   -- 
      Realized gains (losses) on sale of                                                                                        
        investments........................              105,627               31,429            (156,759)            8,803,988 
                                             -------------------  -------------------  -------------------  ------------------- 
          Net realized gains (losses)......              371,454               31,429               98,819            8,803,988 
                                             -------------------  -------------------  -------------------  ------------------- 
      Change in unrealized gains (losses)                                                                                       
        on investments.....................            (202,111)              351,282            (752,953)          141,558,132 
                                             -------------------  -------------------  -------------------  ------------------- 
      Net realized and change in                                                                                                
        unrealized gains (losses)                                                                                               
        on investments.....................              169,343              382,711            (654,134)          150,362,120 
                                             -------------------  -------------------  -------------------  ------------------- 
      Net increase (decrease) in net assets                                                                                     
        resulting from operations..........  $         1,337,206  $          (26,502)  $         (377,227)  $       145,199,245 
                                             ===================  ===================  ===================  =================== 



                                                MIST METLIFE          MIST METLIFE         MIST METLIFE         MIST METLIFE    
                                                BALANCED PLUS       BALANCED STRATEGY   DEFENSIVE STRATEGY     GROWTH STRATEGY  
                                                 SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT    
                                             -------------------  -------------------  -------------------  --------------------
                                                                                                                                
INVESTMENT INCOME:                                                                                                              
      Dividends............................  $        65,671,911  $       149,909,646  $        65,562,565  $         84,984,230
                                             -------------------  -------------------  -------------------  --------------------
EXPENSES:                                                                                                                       
      Mortality and expense risk                                                                                                
        charges............................           64,042,950           99,177,562           28,901,690            82,512,768
      Administrative charges...............           13,798,627           18,629,342            5,413,398            15,126,933
                                             -------------------  -------------------  -------------------  --------------------
        Total expenses.....................           77,841,577          117,806,904           34,315,088            97,639,701
                                             -------------------  -------------------  -------------------  --------------------
          Net investment income (loss).....         (12,169,666)           32,102,742           31,247,477          (12,655,471)
                                             -------------------  -------------------  -------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                      
   UNREALIZED GAINS (LOSSES)                                                                                                    
   ON INVESTMENTS:                                                                                                              
      Realized gain distributions..........          106,085,395                   --           53,092,452                    --
      Realized gains (losses) on sale of                                                                                        
        investments........................            3,300,639           83,827,637           61,751,261            48,996,687
                                             -------------------  -------------------  -------------------  --------------------
          Net realized gains (losses)......          109,386,034           83,827,637          114,843,713            48,996,687
                                             -------------------  -------------------  -------------------  --------------------
      Change in unrealized gains (losses)                                                                                       
        on investments.....................          560,925,735        1,085,370,764            8,150,548         1,250,387,461
                                             -------------------  -------------------  -------------------  --------------------
      Net realized and change in                                                                                                
        unrealized gains (losses)                                                                                               
        on investments.....................          670,311,769        1,169,198,401          122,994,261         1,299,384,148
                                             -------------------  -------------------  -------------------  --------------------
      Net increase (decrease) in net assets                                                                                     
        resulting from operations..........  $       658,142,103  $     1,201,301,143  $       154,241,738  $      1,286,728,677
                                             ===================  ===================  ===================  ====================


                                                                      MIST METLIFE                                              
                                                MIST METLIFE           MULTI-INDEX                                              
                                              MODERATE STRATEGY       TARGETED RISK                                             
                                                 SUB-ACCOUNT           SUB-ACCOUNT                                              
                                             -------------------  -------------------                                           
                                                                                                                                
INVESTMENT INCOME:                                                                                                              
      Dividends............................  $        84,759,182  $           471,631                                           
                                             -------------------  -------------------                                           
EXPENSES:                                                                                                                       
      Mortality and expense risk                                                                                                
        charges............................           47,260,820              956,800                                           
      Administrative charges...............            8,890,601              213,949                                           
                                             -------------------  -------------------                                           
        Total expenses.....................           56,151,421            1,170,749                                           
                                             -------------------  -------------------                                           
          Net investment income (loss).....           28,607,761            (699,118)                                           
                                             -------------------  -------------------                                           
NET REALIZED AND CHANGE IN                                                                                                      
   UNREALIZED GAINS (LOSSES)                                                                                                    
   ON INVESTMENTS:                                                                                                              
      Realized gain distributions..........            6,497,219            3,615,891                                           
      Realized gains (losses) on sale of                                                                                        
        investments........................           54,428,069                1,196                                           
                                             -------------------  -------------------                                           
          Net realized gains (losses)......           60,925,288            3,617,087                                           
                                             -------------------  -------------------                                           
      Change in unrealized gains (losses)                                                                                       
        on investments.....................          327,287,238            7,257,662                                           
                                             -------------------  -------------------                                           
      Net realized and change in                                                                                                
        unrealized gains (losses)                                                                                               
        on investments.....................          388,212,526           10,874,749                                           
                                             -------------------  -------------------                                           
      Net increase (decrease) in net assets                                                                                     
        resulting from operations..........  $       416,820,287  $        10,175,631                                           
                                             ===================  ===================                                           

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                                          MIST                                                
                                              MIST MFS EMERGING       MFS RESEARCH     MIST MORGAN STANLEY   MIST OPPENHEIMER 
                                               MARKETS EQUITY         INTERNATIONAL      MID CAP GROWTH        GLOBAL EQUITY  
                                                 SUB-ACCOUNT           SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT   
                                             -------------------  -------------------  -------------------  ------------------
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $        4,811,505   $         8,275,334  $         1,254,825  $          190,049
                                             -------------------  -------------------  -------------------  ------------------
EXPENSES:                                                                                                                     
      Mortality and expense risk                                                                                              
        charges............................           5,795,261             4,320,197            2,442,024             579,669
      Administrative charges...............           1,119,941               773,166              509,321             133,512
                                             -------------------  -------------------  -------------------  ------------------
        Total expenses.....................           6,915,202             5,093,363            2,951,345             713,181
                                             -------------------  -------------------  -------------------  ------------------
          Net investment income (loss).....         (2,103,697)             3,181,971          (1,696,520)           (523,132)
                                             -------------------  -------------------  -------------------  ------------------
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........                  --                    --                   --                  --
      Realized gains (losses) on sale of                                                                                      
        investments........................           1,835,792               522,322            2,455,142             471,553
                                             -------------------  -------------------  -------------------  ------------------
          Net realized gains (losses)......           1,835,792               522,322            2,455,142             471,553
                                             -------------------  -------------------  -------------------  ------------------
      Change in unrealized gains (losses)                                                                                     
        on investments.....................        (28,154,915)            47,772,611           64,718,433          11,622,690
                                             -------------------  -------------------  -------------------  ------------------
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................        (26,319,123)            48,294,933           67,173,575          12,094,243
                                             -------------------  -------------------  -------------------  ------------------
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $     (28,422,820)   $        51,476,904  $        65,477,055  $       11,571,111
                                             ===================  ===================  ===================  ==================


                                                    MIST                                                                      
                                               PIMCO INFLATION        MIST PIMCO             MIST              MIST PIONEER   
                                               PROTECTED BOND        TOTAL RETURN        PIONEER FUND        STRATEGIC INCOME 
                                                 SUB-ACCOUNT          SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT   
                                             ------------------  -------------------  -------------------  -------------------
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $       20,321,139  $        90,299,548  $         8,345,878  $        42,197,941
                                             ------------------  -------------------  -------------------  -------------------
EXPENSES:                                                                                                                     
      Mortality and expense risk                                                                                              
        charges............................          12,353,026           27,924,331            3,001,470            9,905,068
      Administrative charges...............           2,311,558            5,148,777              661,711            2,187,565
                                             ------------------  -------------------  -------------------  -------------------
        Total expenses.....................          14,664,584           33,073,108            3,663,181           12,092,633
                                             ------------------  -------------------  -------------------  -------------------
          Net investment income (loss).....           5,656,555           57,226,440            4,682,697           30,105,308
                                             ------------------  -------------------  -------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........          54,275,448           41,946,555                   --            2,413,486
      Realized gains (losses) on sale of                                                                                      
        investments........................         (9,555,213)              338,113            4,614,621              934,646
                                             ------------------  -------------------  -------------------  -------------------
          Net realized gains (losses)......          44,720,235           42,284,668            4,614,621            3,348,132
                                             ------------------  -------------------  -------------------  -------------------
      Change in unrealized gains (losses)                                                                                     
        on investments.....................       (156,230,192)        (175,186,613)           61,555,660         (32,752,219)
                                             ------------------  -------------------  -------------------  -------------------
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................       (111,509,957)        (132,901,945)           66,170,281         (29,404,087)
                                             ------------------  -------------------  -------------------  -------------------
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $    (105,853,402)  $      (75,675,505)  $        70,852,978  $           701,221
                                             ==================  ===================  ===================  ===================



                                                MIST PYRAMIS         MIST PYRAMIS                                             
                                              GOVERNMENT INCOME      MANAGED RISK                                             
                                                 SUB-ACCOUNT        SUB-ACCOUNT (a)                                           
                                             -------------------  ------------------                                          
                                                                                                                              
INVESTMENT INCOME:                                                                                                            
      Dividends............................  $        13,071,961  $          598,784                                          
                                             -------------------  ------------------                                          
EXPENSES:                                                                                                                     
      Mortality and expense risk                                                                                              
        charges............................            9,769,937             286,383                                          
      Administrative charges...............            2,114,851              60,668                                          
                                             -------------------  ------------------                                          
        Total expenses.....................           11,884,788             347,051                                          
                                             -------------------  ------------------                                          
          Net investment income (loss).....            1,187,173             251,733                                          
                                             -------------------  ------------------                                          
NET REALIZED AND CHANGE IN                                                                                                    
   UNREALIZED GAINS (LOSSES)                                                                                                  
   ON INVESTMENTS:                                                                                                            
      Realized gain distributions..........            8,128,079           1,341,853                                          
      Realized gains (losses) on sale of                                                                                      
        investments........................          (5,369,602)            (10,897)                                          
                                             -------------------  ------------------                                          
          Net realized gains (losses)......            2,758,477           1,330,956                                          
                                             -------------------  ------------------                                          
      Change in unrealized gains (losses)                                                                                     
        on investments.....................         (56,847,411)           1,889,489                                          
                                             -------------------  ------------------                                          
      Net realized and change in                                                                                              
        unrealized gains (losses)                                                                                             
        on investments.....................         (54,088,934)           3,220,445                                          
                                             -------------------  ------------------                                          
      Net increase (decrease) in net assets                                                                                   
        resulting from operations..........  $      (52,901,761)  $        3,472,178                                          
                                             ===================  ==================                                          

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                MIST SCHRODERS       MIST SSGA GROWTH         MIST SSGA        MIST T. ROWE PRICE 
                                              GLOBAL MULTI-ASSET      AND INCOME ETF         GROWTH ETF          LARGE CAP VALUE  
                                                  SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT    
                                             --------------------  -------------------  --------------------  ------------------- 
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................  $             27,512  $        38,910,462  $         10,135,199  $         9,703,207 
                                             --------------------  -------------------  --------------------  ------------------- 
EXPENSES:                                                                                                                         
      Mortality and expense risk                                                                                                  
        charges............................             3,965,836           19,625,254             6,213,087            8,330,375 
      Administrative charges...............               856,921            3,878,354             1,204,388            1,098,308 
                                             --------------------  -------------------  --------------------  ------------------- 
        Total expenses.....................             4,822,757           23,503,608             7,417,475            9,428,683 
                                             --------------------  -------------------  --------------------  ------------------- 
           Net investment income (loss)....           (4,795,245)           15,406,854             2,717,724              274,524 
                                             --------------------  -------------------  --------------------  ------------------- 
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions..........             1,183,030           36,548,485            17,541,690                   -- 
      Realized gains (losses) on sale of                                                                                          
        investments........................               896,710           20,251,017             7,845,129           12,380,070 
                                             --------------------  -------------------  --------------------  ------------------- 
           Net realized gains (losses).....             2,079,740           56,799,502            25,386,819           12,380,070 
                                             --------------------  -------------------  --------------------  ------------------- 
      Change in unrealized gains (losses)                                                                                         
        on investments.....................            31,029,531           92,923,301            44,458,197          154,938,541 
                                             --------------------  -------------------  --------------------  ------------------- 
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments.....................            33,109,271          149,722,803            69,845,016          167,318,611 
                                             --------------------  -------------------  --------------------  ------------------- 
      Net increase (decrease) in net assets                                                                                       
        resulting from operations..........  $         28,314,026  $       165,129,657  $         72,562,740  $       167,593,135 
                                             ====================  ===================  ====================  =================== 


                                              MIST T. ROWE PRICE    MIST THIRD AVENUE    MSF BAILLIE GIFFORD      MSF BARCLAYS    
                                                MID CAP GROWTH       SMALL CAP VALUE     INTERNATIONAL STOCK  AGGREGATE BOND INDEX
                                                  SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                             -------------------  --------------------  --------------------  --------------------
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................  $         1,085,760  $          3,116,142  $            35,486   $          5,044,056
                                             -------------------  --------------------  --------------------  --------------------
EXPENSES:                                                                                                                         
      Mortality and expense risk                                                                                                  
        charges............................            6,995,212             4,315,721            2,684,850              1,989,879
      Administrative charges...............            1,307,457               772,929              516,484                370,173
                                             -------------------  --------------------  --------------------  --------------------
        Total expenses.....................            8,302,669             5,088,650            3,201,334              2,360,052
                                             -------------------  --------------------  --------------------  --------------------
           Net investment income (loss)....          (7,216,909)           (1,972,508)          (3,165,848)              2,684,004
                                             -------------------  --------------------  --------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions..........           27,440,112                    --                   --                     --
      Realized gains (losses) on sale of                                                                                          
        investments........................           16,686,809            14,422,998            1,385,436              (145,067)
                                             -------------------  --------------------  --------------------  --------------------
           Net realized gains (losses).....           44,126,921            14,422,998            1,385,436              (145,067)
                                             -------------------  --------------------  --------------------  --------------------
      Change in unrealized gains (losses)                                                                                         
        on investments.....................          116,792,789            71,078,415           31,198,214            (8,883,122)
                                             -------------------  --------------------  --------------------  --------------------
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments.....................          160,919,710            85,501,413           32,583,650            (9,028,189)
                                             -------------------  --------------------  --------------------  --------------------
      Net increase (decrease) in net assets                                                                                       
        resulting from operations..........  $       153,702,801  $         83,528,905  $        29,417,802   $        (6,344,185)
                                             ===================  ====================  ====================  ====================


                                                 MSF BLACKROCK        MSF BLACKROCK                                               
                                                  BOND INCOME     CAPITAL APPRECIATION                                            
                                                  SUB-ACCOUNT          SUB-ACCOUNT                                                
                                             -------------------  --------------------                                            
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends............................  $         2,225,070  $            106,239                                            
                                             -------------------  --------------------                                            
EXPENSES:                                                                                                                         
      Mortality and expense risk                                                                                                  
        charges............................              836,982               189,165                                            
      Administrative charges...............              131,860                29,512                                            
                                             -------------------  --------------------                                            
        Total expenses.....................              968,842               218,677                                            
                                             -------------------  --------------------                                            
           Net investment income (loss)....            1,256,228             (112,438)                                            
                                             -------------------  --------------------                                            
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions..........            1,413,627                    --                                            
      Realized gains (losses) on sale of                                                                                          
        investments........................              102,228               691,188                                            
                                             -------------------  --------------------                                            
           Net realized gains (losses).....            1,515,855               691,188                                            
                                             -------------------  --------------------                                            
      Change in unrealized gains (losses)                                                                                         
        on investments.....................          (4,322,733)             3,229,055                                            
                                             -------------------  --------------------                                            
      Net realized and change in                                                                                                  
        unrealized gains (losses)                                                                                                 
        on investments.....................          (2,806,878)             3,920,243                                            
                                             -------------------  --------------------                                            
      Net increase (decrease) in net assets                                                                                       
        resulting from operations..........  $       (1,550,650)  $          3,807,805                                            
                                             ===================  ====================                                            

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]


                                                 MSF BLACKROCK       MSF BLACKROCK           MSF DAVIS          MSF FRONTIER    
                                                LARGE CAP VALUE      MONEY MARKET          VENTURE VALUE       MID CAP GROWTH   
                                                  SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT        SUB-ACCOUNT (a)  
                                             -------------------  -------------------  -------------------  --------------------
                                                                                                                                
INVESTMENT INCOME:                                                                                                              
      Dividends............................  $            47,745  $                --  $         7,934,120  $                 --
                                             -------------------  -------------------  -------------------  --------------------
EXPENSES:                                                                                                                       
      Mortality and expense risk                                                                                                
        charges............................               45,976            6,753,002            8,428,727               758,287
      Administrative charges...............                   --            1,259,595            1,529,806               139,504
                                             -------------------  -------------------  -------------------  --------------------
        Total expenses.....................               45,976            8,012,597            9,958,533               897,791
                                             -------------------  -------------------  -------------------  --------------------
           Net investment income (loss)....                1,769          (8,012,597)          (2,024,413)             (897,791)
                                             -------------------  -------------------  -------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                      
   UNREALIZED GAINS (LOSSES)                                                                                                    
   ON INVESTMENTS:                                                                                                              
      Realized gain distributions..........              184,594                   --           10,467,525                    --
      Realized gains (losses) on sale of                                                                                        
        investments........................               11,833                   --           30,055,792             1,222,819
                                             -------------------  -------------------  -------------------  --------------------
           Net realized gains (losses).....              196,427                   --           40,523,317             1,222,819
                                             -------------------  -------------------  -------------------  --------------------
      Change in unrealized gains (losses)                                                                                       
        on investments.....................              706,190                   --          130,538,788            14,503,587
                                             -------------------  -------------------  -------------------  --------------------
      Net realized and change in                                                                                                
        unrealized gains (losses)                                                                                               
        on investments.....................              902,617                   --          171,062,105            15,726,406
                                             -------------------  -------------------  -------------------  --------------------
      Net increase (decrease) in net assets                                                                                     
        resulting from operations..........  $           904,386  $       (8,012,597)  $       169,037,692  $         14,828,615
                                             ===================  ===================  ===================  ====================



                                                      MSF          MSF LOOMIS SAYLES     MSF LOOMIS SAYLES     MSF MET/ARTISAN  
                                                JENNISON GROWTH     SMALL CAP CORE       SMALL CAP GROWTH       MID CAP VALUE   
                                                  SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT    
                                             -------------------  -------------------  -------------------  --------------------
                                                                                                                                
INVESTMENT INCOME:                                                                                                              
      Dividends............................  $         1,077,074  $            30,285  $                --  $          1,930,028
                                             -------------------  -------------------  -------------------  --------------------
EXPENSES:                                                                                                                       
      Mortality and expense risk                                                                                                
        charges............................            7,117,305              197,320                1,128             3,423,728
      Administrative charges...............            1,294,771               33,017                  283               587,956
                                             -------------------  -------------------  -------------------  --------------------
        Total expenses.....................            8,412,076              230,337                1,411             4,011,684
                                             -------------------  -------------------  -------------------  --------------------
           Net investment income (loss)....          (7,335,002)            (200,052)              (1,411)           (2,081,656)
                                             -------------------  -------------------  -------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                      
   UNREALIZED GAINS (LOSSES)                                                                                                    
   ON INVESTMENTS:                                                                                                              
      Realized gain distributions..........            5,112,106            1,002,384                   --                    --
      Realized gains (losses) on sale of                                                                                        
        investments........................           15,187,756              980,613               10,812             2,704,503
                                             -------------------  -------------------  -------------------  --------------------
           Net realized gains (losses).....           20,299,862            1,982,997               10,812             2,704,503
                                             -------------------  -------------------  -------------------  --------------------
      Change in unrealized gains (losses)                                                                                       
        on investments.....................          145,943,839            2,464,698               37,804            71,939,639
                                             -------------------  -------------------  -------------------  --------------------
      Net realized and change in                                                                                                
        unrealized gains (losses)                                                                                               
        on investments.....................          166,243,701            4,447,695               48,616            74,644,142
                                             -------------------  -------------------  -------------------  --------------------
      Net increase (decrease) in net assets                                                                                     
        resulting from operations..........  $       158,908,699  $         4,247,643  $            47,205  $         72,562,486
                                             ===================  ===================  ===================  ====================


                                             MSF MET/DIMENSIONAL       MSF METLIFE                                              
                                             INTERNATIONAL SMALL      CONSERVATIVE                                              
                                                   COMPANY             ALLOCATION                                               
                                                 SUB-ACCOUNT           SUB-ACCOUNT                                              
                                             -------------------  -------------------                                           
                                                                                                                                
INVESTMENT INCOME:                                                                                                              
      Dividends............................  $         1,008,312  $           279,202                                           
                                             -------------------  -------------------                                           
EXPENSES:                                                                                                                       
      Mortality and expense risk                                                                                                
        charges............................              786,753              132,606                                           
      Administrative charges...............              146,029               22,998                                           
                                             -------------------  -------------------                                           
        Total expenses.....................              932,782              155,604                                           
                                             -------------------  -------------------                                           
           Net investment income (loss)....               75,530              123,598                                           
                                             -------------------  -------------------                                           
NET REALIZED AND CHANGE IN                                                                                                      
   UNREALIZED GAINS (LOSSES)                                                                                                    
   ON INVESTMENTS:                                                                                                              
      Realized gain distributions..........            1,576,427               45,703                                           
      Realized gains (losses) on sale of                                                                                        
        investments........................              477,444              278,592                                           
                                             -------------------  -------------------                                           
           Net realized gains (losses).....            2,053,871              324,295                                           
                                             -------------------  -------------------                                           
      Change in unrealized gains (losses)                                                                                       
        on investments.....................           11,472,763            (227,599)                                           
                                             -------------------  -------------------                                           
      Net realized and change in                                                                                                
        unrealized gains (losses)                                                                                               
        on investments.....................           13,526,634               96,696                                           
                                             -------------------  -------------------                                           
      Net increase (decrease) in net assets                                                                                     
        resulting from operations..........  $        13,602,164  $           220,294                                           
                                             ===================  ===================                                           

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                  MSF METLIFE                                                      MSF METLIFE     
                                                CONSERVATIVE TO        MSF METLIFE           MSF METLIFE           MODERATE TO     
                                              MODERATE ALLOCATION  MID CAP STOCK INDEX   MODERATE ALLOCATION  AGGRESSIVE ALLOCATION
                                                  SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT     
                                             --------------------  -------------------  --------------------  ---------------------
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................  $            192,977  $         1,146,951  $            854,751   $           798,260 
                                             --------------------  -------------------  --------------------  ---------------------
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges............................               113,772            1,500,758               636,285               809,065 
      Administrative charges...............                19,027              212,206               107,040               136,956 
                                             --------------------  -------------------  --------------------  ---------------------
        Total expenses.....................               132,799            1,712,964               743,325               946,021 
                                             --------------------  -------------------  --------------------  ---------------------
           Net investment income (loss)....                60,178            (566,013)               111,426             (147,761) 
                                             --------------------  -------------------  --------------------  ---------------------
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions..........                79,641            3,264,955               348,738                    -- 
      Realized gains (losses) on sale of                                                                                           
        investments........................               126,022            3,699,798               670,193               927,158 
                                             --------------------  -------------------  --------------------  ---------------------
           Net realized gains (losses).....               205,663            6,964,753             1,018,931               927,158 
                                             --------------------  -------------------  --------------------  ---------------------
      Change in unrealized gains (losses)                                                                                          
        on investments.....................               395,866           23,599,476             5,244,250            10,180,246 
                                             --------------------  -------------------  --------------------  ---------------------
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments.....................               601,529           30,564,229             6,263,181            11,107,404 
                                             --------------------  -------------------  --------------------  ---------------------
      Net increase (decrease) in net assets                                                                                        
        resulting from operations..........  $            661,707  $        29,998,216  $          6,374,607   $        10,959,643 
                                             ====================  ===================  ====================  =====================



                                                  MSF METLIFE              MSF                  MSF                MSF MSCI        
                                                  STOCK INDEX       MFS TOTAL RETURN         MFS VALUE            EAFE INDEX       
                                                  SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT      
                                             -------------------  --------------------  -------------------  --------------------  
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................  $         8,570,152  $            938,479  $         1,008,807  $          2,867,071  
                                             -------------------  --------------------  -------------------  --------------------  
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges............................            7,336,639               565,222            2,492,653             1,277,623  
      Administrative charges...............            1,106,897                75,767              436,300               200,820  
                                             -------------------  --------------------  -------------------  --------------------  
        Total expenses.....................            8,443,536               640,989            2,928,953             1,478,443  
                                             -------------------  --------------------  -------------------  --------------------  
           Net investment income (loss)....              126,616               297,490          (1,920,146)             1,388,628  
                                             -------------------  --------------------  -------------------  --------------------  
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions..........            7,693,711                    --            1,722,437                    --  
      Realized gains (losses) on sale of                                                                                           
        investments........................           15,797,044               439,651            3,468,253             1,008,944  
                                             -------------------  --------------------  -------------------  --------------------  
           Net realized gains (losses).....           23,490,755               439,651            5,190,690             1,008,944  
                                             -------------------  --------------------  -------------------  --------------------  
      Change in unrealized gains (losses)                                                                                          
        on investments.....................          106,939,595             5,520,960           43,048,658            15,456,919  
                                             -------------------  --------------------  -------------------  --------------------  
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments.....................          130,430,350             5,960,611           48,239,348            16,465,863  
                                             -------------------  --------------------  -------------------  --------------------  
      Net increase (decrease) in net assets                                                                                        
        resulting from operations..........  $       130,556,966  $          6,258,101  $        46,319,202  $         17,854,491  
                                             ===================  ====================  ===================  ====================  



                                                MSF NEUBERGER              MSF                                                     
                                               BERMAN GENESIS      RUSSELL 2000 INDEX                                              
                                                 SUB-ACCOUNT           SUB-ACCOUNT                                                 
                                             -------------------  -------------------                                              
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................  $           108,234  $         1,470,662                                              
                                             -------------------  -------------------                                              
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges............................            1,557,555            1,497,893                                              
      Administrative charges...............              252,687              252,496                                              
                                             -------------------  -------------------                                              
        Total expenses.....................            1,810,242            1,750,389                                              
                                             -------------------  -------------------                                              
           Net investment income (loss)....          (1,702,008)            (279,727)                                              
                                             -------------------  -------------------                                              
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions..........                   --                   --                                              
      Realized gains (losses) on sale of                                                                                           
        investments........................            2,307,614            2,980,519                                              
                                             -------------------  -------------------                                              
           Net realized gains (losses).....            2,307,614            2,980,519                                              
                                             -------------------  -------------------                                              
      Change in unrealized gains (losses)                                                                                          
        on investments.....................           36,584,374           32,072,788                                              
                                             -------------------  -------------------                                              
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments.....................           38,891,988           35,053,307                                              
                                             -------------------  -------------------                                              
      Net increase (decrease) in net assets                                                                                        
        resulting from operations..........  $        37,189,980  $        34,773,580                                              
                                             ===================  ===================                                              

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                                                             MSF VAN ECK       MSF WESTERN ASSET 
                                               MSF T. ROWE PRICE    MSF T. ROWE PRICE      GLOBAL NATURAL         MANAGEMENT     
                                               LARGE CAP GROWTH     SMALL CAP GROWTH          RESOURCES         U.S. GOVERNMENT  
                                                  SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT    
                                             --------------------  -------------------  -------------------  --------------------
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $              1,258  $            19,657  $           747,749  $          5,946,946
                                             --------------------  -------------------  -------------------  --------------------
EXPENSES:                                                                                                                        
      Mortality and expense risk                                                                                                 
        charges............................             1,153,862              125,872            1,458,759             3,638,967
      Administrative charges...............               208,703               12,195              281,714               760,986
                                             --------------------  -------------------  -------------------  --------------------
        Total expenses.....................             1,362,565              138,067            1,740,473             4,399,953
                                             --------------------  -------------------  -------------------  --------------------
           Net investment income (loss)....           (1,361,307)            (118,410)            (992,724)             1,546,993
                                             --------------------  -------------------  -------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........                    --              476,803                   --                    --
      Realized gains (losses) on sale of                                                                                         
        investments........................             1,274,164              713,962          (2,668,683)                12,769
                                             --------------------  -------------------  -------------------  --------------------
           Net realized gains (losses).....             1,274,164            1,190,765          (2,668,683)                12,769
                                             --------------------  -------------------  -------------------  --------------------
      Change in unrealized gains (losses)                                                                                        
        on investments.....................            29,734,972            2,047,671           13,797,608           (8,825,000)
                                             --------------------  -------------------  -------------------  --------------------
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................            31,009,136            3,238,436           11,128,925           (8,812,231)
                                             --------------------  -------------------  -------------------  --------------------
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $         29,647,829  $         3,120,026  $        10,136,201  $        (7,265,238)
                                             ====================  ===================  ===================  ====================


                                                                                           OPPENHEIMER VA                        
                                                   NEUBERGER         OPPENHEIMER VA       GLOBAL STRATEGIC      OPPENHEIMER VA   
                                                BERMAN GENESIS          CORE BOND              INCOME             MAIN STREET    
                                                  SUB-ACCOUNT          SUB-ACCOUNT           SUB-ACCOUNT          SUB-ACCOUNT    
                                             --------------------  -------------------  --------------------  -------------------
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $                 30  $               459  $                226  $             1,023
                                             --------------------  -------------------  --------------------  -------------------
EXPENSES:                                                                                                                        
      Mortality and expense risk                                                                                                 
        charges............................                    83                  124                    62                1,303
      Administrative charges...............                    --                   --                    --                   --
                                             --------------------  -------------------  --------------------  -------------------
        Total expenses.....................                    83                  124                    62                1,303
                                             --------------------  -------------------  --------------------  -------------------
           Net investment income (loss)....                  (53)                  335                   164                (280)
                                             --------------------  -------------------  --------------------  -------------------
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........                   714                   --                    --                   --
      Realized gains (losses) on sale of                                                                                         
        investments........................                    35                (126)                     8                1,403
                                             --------------------  -------------------  --------------------  -------------------
           Net realized gains (losses).....                   749                (126)                     8                1,403
                                             --------------------  -------------------  --------------------  -------------------
      Change in unrealized gains (losses)                                                                                        
        on investments.....................                 2,197                (342)                 (240)               23,373
                                             --------------------  -------------------  --------------------  -------------------
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................                 2,946                (468)                 (232)               24,776
                                             --------------------  -------------------  --------------------  -------------------
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $              2,893  $             (133)  $               (68)  $            24,496
                                             ====================  ===================  ====================  ===================


                                                OPPENHEIMER VA                                                                   
                                                  MAIN STREET        OPPENHEIMER VA                                              
                                                   SMALL CAP              MONEY                                                  
                                                  SUB-ACCOUNT          SUB-ACCOUNT                                               
                                             -------------------  --------------------                                           
                                                                                                                                 
INVESTMENT INCOME:                                                                                                               
      Dividends............................  $           782,829  $                  1                                           
                                             -------------------  --------------------                                           
EXPENSES:                                                                                                                        
      Mortality and expense risk                                                                                                 
        charges............................            1,229,635                   103                                           
      Administrative charges...............              278,491                    --                                           
                                             -------------------  --------------------                                           
        Total expenses.....................            1,508,126                   103                                           
                                             -------------------  --------------------                                           
           Net investment income (loss)....            (725,297)                 (102)                                           
                                             -------------------  --------------------                                           
NET REALIZED AND CHANGE IN                                                                                                       
   UNREALIZED GAINS (LOSSES)                                                                                                     
   ON INVESTMENTS:                                                                                                               
      Realized gain distributions..........            1,350,984                    --                                           
      Realized gains (losses) on sale of                                                                                         
        investments........................            4,979,504                    --                                           
                                             -------------------  --------------------                                           
           Net realized gains (losses).....            6,330,488                    --                                           
                                             -------------------  --------------------                                           
      Change in unrealized gains (losses)                                                                                        
        on investments.....................           30,298,071                    --                                           
                                             -------------------  --------------------                                           
      Net realized and change in                                                                                                 
        unrealized gains (losses)                                                                                                
        on investments.....................           36,628,559                    --                                           
                                             -------------------  --------------------                                           
      Net increase (decrease) in net assets                                                                                      
        resulting from operations..........  $        35,903,262  $              (102)                                           
                                             ===================  ====================                                           

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONTINUED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                  PIONEER VCT           PIONEER VCT           PIONEER VCT                          
                                               DISCIPLINED VALUE     EMERGING MARKETS        EQUITY INCOME                         
                                                  SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT                          
                                             --------------------  --------------------  --------------------                      
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................. $             33,900  $              6,728  $             13,722                      
                                             --------------------  --------------------  --------------------                      
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges.............................               26,992                 9,857                 8,766                      
      Administrative charges................                5,310                 1,825                 1,488                      
                                             --------------------  --------------------  --------------------                      
        Total expenses......................               32,302                11,682                10,254                      
                                             --------------------  --------------------  --------------------                      
           Net investment income (loss).....                1,598               (4,954)                 3,468                      
                                             --------------------  --------------------  --------------------                      
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions...........               92,595                    --                    --                      
      Realized gains (losses) on sale of                                                                                           
        investments.........................              192,052                 (140)                17,885                      
                                             --------------------  --------------------  --------------------                      
           Net realized gains (losses)......              284,647                 (140)                17,885                      
                                             --------------------  --------------------  --------------------                      
      Change in unrealized gains (losses)                                                                                          
        on investments......................              226,657              (21,981)               119,241                      
                                             --------------------  --------------------  --------------------                      
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments......................              511,304              (22,121)               137,126                      
                                             --------------------  --------------------  --------------------                      
      Net increase (decrease) in net assets                                                                                        
        resulting from operations........... $            512,902  $           (27,075)  $            140,594                      
                                             ====================  ====================  ====================                      


                                             PIONEER VCT IBBOTSON   PIONEER VCT IBBOTSON       PIONEER VCT                         
                                               GROWTH ALLOCATION     MODERATE ALLOCATION      MID CAP VALUE                        
                                                  SUB-ACCOUNT            SUB-ACCOUNT           SUB-ACCOUNT                         
                                             ---------------------  --------------------  --------------------                     
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................. $            347,071   $            683,149  $            485,690                     
                                             ---------------------  --------------------  --------------------                     
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges.............................              275,205                380,909               744,843                     
      Administrative charges................               49,137                 73,997               163,063                     
                                             ---------------------  --------------------  --------------------                     
        Total expenses......................              324,342                454,906               907,906                     
                                             ---------------------  --------------------  --------------------                     
           Net investment income (loss).....               22,729                228,243             (422,216)                     
                                             ---------------------  --------------------  --------------------                     
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions...........                   --                     --                    --                     
      Realized gains (losses) on sale of                                                                                           
        investments.........................              774,226                856,488               856,609                     
                                             ---------------------  --------------------  --------------------                     
           Net realized gains (losses)......              774,226                856,488               856,609                     
                                             ---------------------  --------------------  --------------------                     
      Change in unrealized gains (losses)                                                                                          
        on investments......................            2,367,042              2,920,605            16,961,029                     
                                             ---------------------  --------------------  --------------------                     
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments......................            3,141,268              3,777,093            17,817,638                     
                                             ---------------------  --------------------  --------------------                     
      Net increase (decrease) in net assets                                                                                        
        resulting from operations........... $          3,163,997   $          4,005,336  $         17,395,422                     
                                             =====================  ====================  ====================                     


                                                  PIONEER VCT          T. ROWE PRICE         T. ROWE PRICE         T. ROWE PRICE   
                                              REAL ESTATE SHARES       GROWTH STOCK       INTERNATIONAL STOCK      PRIME RESERVE   
                                                  SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT           SUB-ACCOUNT    
                                             --------------------  --------------------  --------------------  --------------------
                                                                                                                                   
INVESTMENT INCOME:                                                                                                                 
      Dividends............................. $              5,332  $              3,193  $              6,278  $                 90
                                             --------------------  --------------------  --------------------  --------------------
EXPENSES:                                                                                                                          
      Mortality and expense risk                                                                                                   
        charges.............................                3,363                64,013                 5,775                 6,429
      Administrative charges................                  610                    --                    --                    --
                                             --------------------  --------------------  --------------------  --------------------
        Total expenses......................                3,973                64,013                 5,775                 6,429
                                             --------------------  --------------------  --------------------  --------------------
           Net investment income (loss).....                1,359              (60,820)                   503               (6,339)
                                             --------------------  --------------------  --------------------  --------------------
NET REALIZED AND CHANGE IN                                                                                                         
   UNREALIZED GAINS (LOSSES)                                                                                                       
   ON INVESTMENTS:                                                                                                                 
      Realized gain distributions...........               11,293                    --                    --                    --
      Realized gains (losses) on sale of                                                                                           
        investments.........................                6,764               357,589                10,324                    --
                                             --------------------  --------------------  --------------------  --------------------
           Net realized gains (losses)......               18,057               357,589                10,324                    --
                                             --------------------  --------------------  --------------------  --------------------
      Change in unrealized gains (losses)                                                                                          
        on investments......................             (19,131)             2,047,793                71,247                    --
                                             --------------------  --------------------  --------------------  --------------------
      Net realized and change in                                                                                                   
        unrealized gains (losses)                                                                                                  
        on investments......................              (1,074)             2,405,382                81,571                    --
                                             --------------------  --------------------  --------------------  --------------------
      Net increase (decrease) in net assets                                                                                        
        resulting from operations........... $                285  $          2,344,562  $             82,074  $            (6,339)
                                             ====================  ====================  ====================  ====================

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF OPERATIONS -- (CONCLUDED)   
FOR THE YEAR ENDED DECEMBER 31, 2013    

                                                        [Enlarge/Download Table]

                                                                                                              UIF U.S. REAL ESTATE
                                                                                                                   SUB-ACCOUNT    
                                                                                                              --------------------
                                                                                                                                  
INVESTMENT INCOME:                                                                                                                
      Dividends.............................................................................................. $          1,095,338
                                                                                                              --------------------
EXPENSES:                                                                                                                         
      Mortality and expense risk                                                                                                  
         charges.............................................................................................            1,166,803
      Administrative charges.................................................................................              251,502
                                                                                                              --------------------
         Total expenses......................................................................................            1,418,305
                                                                                                              --------------------
           Net investment income (loss)......................................................................            (322,967)
                                                                                                              --------------------
NET REALIZED AND CHANGE IN                                                                                                        
   UNREALIZED GAINS (LOSSES)                                                                                                      
   ON INVESTMENTS:                                                                                                                
      Realized gain distributions............................................................................                   --
      Realized gains (losses) on sale of                                                                                          
         investments.........................................................................................             (34,211)
                                                                                                              --------------------
           Net realized gains (losses).......................................................................             (34,211)
                                                                                                              --------------------
      Change in unrealized gains (losses)                                                                                         
         on investments......................................................................................              392,749
                                                                                                              --------------------
      Net realized and change in                                                                                                  
         unrealized gains (losses)                                                                                                
         on investments......................................................................................              358,538
                                                                                                              --------------------
      Net increase (decrease) in net assets                                                                                       
         resulting from operations........................................................................... $             35,571
                                                                                                              ====================

(a) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS   
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]


                                         ALGER SMALL CAP GROWTH                 AMERICAN FUNDS BOND        
                                               SUB-ACCOUNT                          SUB-ACCOUNT            
                                    ----------------------------------  ---------------------------------- 
                                          2013              2012              2013              2012       
                                    ----------------  ----------------  ----------------  ---------------- 
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $      (795,350)  $      (722,308)  $        718,730  $      1,653,836 
   Net realized gains (losses)....         8,468,060        11,906,761         1,750,573           253,909 
   Change in unrealized gains                                                                              
     (losses) on investments......         8,688,799       (5,650,965)       (7,601,790)         2,948,249 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............        16,361,509         5,533,488       (5,132,487)         4,855,994 
                                    ----------------  ----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         1,617,076         1,749,806        11,875,043        21,553,499 
   Net transfers (including fixed                                                                          
     account).....................       (2,035,008)       (2,146,454)        11,294,017         6,190,229 
   Contract charges...............           (8,421)           (8,644)       (1,263,411)       (1,049,405) 
   Transfers for contract benefits                                                                         
     and terminations.............       (4,789,042)       (4,042,118)       (9,827,827)       (9,034,568) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......       (5,215,395)       (4,447,410)        12,077,822        17,659,755 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets..............        11,146,114         1,086,078         6,945,335        22,515,749 
NET ASSETS:                                                                                                
   Beginning of year..............        52,626,085        51,540,007       139,213,016       116,697,267 
                                    ----------------  ----------------  ----------------  ---------------- 
   End of year....................  $     63,772,199  $     52,626,085  $    146,158,351  $    139,213,016 
                                    ================  ================  ================  ================ 


                                                                                   AMERICAN FUNDS          
                                       AMERICAN FUNDS GLOBAL GROWTH          GLOBAL SMALL CAPITALIZATION   
                                                SUB-ACCOUNT                          SUB-ACCOUNT           
                                    -----------------------------------  ----------------------------------
                                           2013              2012              2013              2012      
                                     ----------------  ----------------  ----------------  ----------------
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...   $      (526,928)  $    (1,236,453)  $      (549,405)  $        (8,448)
   Net realized gains (losses)....          3,982,592           425,004         1,957,425         (334,212)
   Change in unrealized gains                                                                              
     (losses) on investments......         65,109,148        43,480,973        25,083,432        13,744,703
                                     ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............         68,564,812        42,669,524        26,491,452        13,402,043
                                     ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         23,766,765        31,342,210        10,382,354        12,386,247
   Net transfers (including fixed                                                                          
     account).....................        (8,540,368)       (1,972,607)       (3,851,967)         1,926,520
   Contract charges...............        (2,337,645)       (1,839,723)         (874,487)         (658,312)
   Transfers for contract benefits                                                                         
     and terminations.............       (17,922,689)      (19,364,261)       (6,349,695)       (5,472,040)
                                     ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......        (5,033,937)         8,165,619         (693,795)         8,182,415
                                     ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
       in net assets..............         63,530,875        50,835,143        25,797,657        21,584,458
NET ASSETS:                                                                                                
   Beginning of year..............        251,295,328       200,460,185        98,386,346        76,801,888
                                     ----------------  ----------------  ----------------  ----------------
   End of year....................   $    314,826,203  $    251,295,328  $    124,184,003  $     98,386,346
                                     ================  ================  ================  ================



                                           AMERICAN FUNDS GROWTH          AMERICAN FUNDS GROWTH-INCOME     
                                                SUB-ACCOUNT                        SUB-ACCOUNT             
                                    ----------------------------------  ---------------------------------- 
                                          2013              2012              2013              2012       
                                    ----------------  ----------------  ----------------  ---------------- 
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $    (4,016,566)  $    (4,250,325)  $      (469,223)  $        406,074 
   Net realized gains (losses)....        16,990,100         1,880,290         6,900,940           800,760 
   Change in unrealized gains                                                                              
     (losses) on investments......       182,361,798        97,631,196        89,831,743        41,809,198 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............       195,335,332        95,261,161        96,263,460        43,016,032 
                                    ----------------  ----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........        48,884,879        88,690,008        21,737,754        34,344,085 
   Net transfers (including fixed                                                                          
     account).....................      (28,227,693)      (11,631,864)      (13,953,890)       (9,765,377) 
   Contract charges...............       (6,793,715)       (5,467,039)       (2,765,946)       (2,277,742) 
   Transfers for contract benefits                                                                         
     and terminations.............      (49,304,587)      (47,623,908)      (25,784,839)      (24,882,456) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......      (35,441,116)        23,967,197      (20,766,921)       (2,581,490) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets..............       159,894,216       119,228,358        75,496,539        40,434,542 
NET ASSETS:                                                                                                
   Beginning of year..............       696,665,988       577,437,630       312,823,451       272,388,909 
                                    ----------------  ----------------  ----------------  ---------------- 
   End of year....................  $    856,560,204  $    696,665,988  $    388,319,990  $    312,823,451 
                                    ================  ================  ================  ================ 



                                            DWS I INTERNATIONAL                                            
                                                SUB-ACCOUNT                                                
                                    -----------------------------------                                    
                                           2013              2012                                          
                                     ----------------  ----------------                                    
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...   $        689,035  $        135,664                                    
   Net realized gains (losses)....          (490,812)         (950,927)                                    
   Change in unrealized gains                                                                              
     (losses) on investments......          2,799,643         3,633,463                                    
                                     ----------------  ----------------                                    
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............          2,997,866         2,818,200                                    
                                     ----------------  ----------------                                    
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........            653,441           815,123                                    
   Net transfers (including fixed                                                                          
     account).....................          (612,834)         (890,959)                                    
   Contract charges...............            (1,860)           (2,073)                                    
   Transfers for contract benefits                                                                         
     and terminations.............        (1,377,035)       (1,466,360)                                    
                                     ----------------  ----------------                                    
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......        (1,338,288)       (1,544,269)                                    
                                     ----------------  ----------------                                    
     Net increase (decrease)                                                                               
       in net assets..............          1,659,578         1,273,931                                    
NET ASSETS:                                                                                                
   Beginning of year..............         16,933,216        15,659,285                                    
                                     ----------------  ----------------                                    
   End of year....................   $     18,592,794  $     16,933,216                                    
                                     ================  ================                                    

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                        FEDERATED HIGH INCOME BOND               FEDERATED KAUFMAN          
                                                SUB-ACCOUNT                         SUB-ACCOUNT             
                                    ----------------------------------  ----------------------------------- 
                                          2013              2012              2013               2012       
                                    ----------------  ----------------  ----------------  ----------------- 
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $          1,375  $          2,033  $          (544)  $           (620) 
   Net realized gains (losses).....               --             (596)             3,616              3,375 
   Change in unrealized gains                                                                               
     (losses) on investments.......              (4)             1,882             9,524              5,499 
                                    ----------------  ----------------  ----------------  ----------------- 
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............            1,371             3,319            12,596              8,254 
                                    ----------------  ----------------  ----------------  ----------------- 
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........               --                --                --                 -- 
   Net transfers (including fixed                                                                           
     account)......................               --                --                --                 -- 
   Contract charges................               --                --                --                 -- 
   Transfers for contract benefits                                                                          
     and terminations..............            (113)           (8,983)           (1,113)           (33,284) 
                                    ----------------  ----------------  ----------------  ----------------- 
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......            (113)           (8,983)           (1,113)           (33,284) 
                                    ----------------  ----------------  ----------------  ----------------- 
     Net increase (decrease)                                                                                
        in net assets..............            1,258           (5,664)            11,483           (25,030) 
NET ASSETS:                                                                                                 
   Beginning of year...............           24,908            30,572            33,424             58,454 
                                    ----------------  ----------------  ----------------  ----------------- 
   End of year..................... $         26,166  $         24,908  $         44,907  $          33,424 
                                    ================  ================  ================  ================= 


                                        FIDELITY VIP ASSET MANAGER             FIDELITY VIP CONTRAFUND      
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                          2013               2012              2013               2012      
                                    ----------------  -----------------  ----------------  -----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $        166,950  $         116,307  $    (1,697,392)  $         (6,154)
   Net realized gains (losses).....          806,245            304,655        11,601,258          2,083,421
   Change in unrealized gains                                                                               
     (losses) on investments.......       10,480,801          8,735,876       130,225,189         56,443,738
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............       11,453,996          9,156,838       140,129,055         58,521,005
                                    ----------------  -----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........        1,646,197          2,107,703        46,614,319         63,383,760
   Net transfers (including fixed                                                                           
     account)......................      (2,338,518)        (3,535,616)       (6,126,568)        (8,285,062)
   Contract charges................         (12,381)           (13,367)       (2,923,183)        (2,022,747)
   Transfers for contract benefits                                                                          
     and terminations..............      (8,115,163)        (9,146,543)      (36,834,423)       (29,010,195)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......      (8,819,865)       (10,587,823)           730,145         24,065,756
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets..............        2,634,131        (1,430,985)       140,859,200         82,586,761
NET ASSETS:                                                                                                 
   Beginning of year...............       85,640,352         87,071,337       471,113,726        388,526,965
                                    ----------------  -----------------  ----------------  -----------------
   End of year..................... $     88,274,483  $      85,640,352  $    611,972,926  $     471,113,726
                                    ================  =================  ================  =================


                                        FIDELITY VIP EQUITY-INCOME          FIDELITY VIP FUNDSMANAGER 50%   
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                          2013               2012              2013             2012 (a)    
                                    ----------------  -----------------  ----------------  -----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $         58,439  $          88,287  $    (5,248,600)  $       3,619,602
   Net realized gains (losses).....          367,626            240,155        10,771,735          1,127,805
   Change in unrealized gains                                                                               
     (losses) on investments.......          916,971            493,771       141,257,707          (985,620)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............        1,343,036            822,213       146,780,842          3,761,787
                                    ----------------  -----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........           24,011             21,089                --            381,250
   Net transfers (including fixed                                                                           
     account)......................         (72,869)          (148,657)     1,474,414,428        440,849,283
   Contract charges................               --                 --                --                 --
   Transfers for contract benefits                                                                          
     and terminations..............        (862,819)          (661,322)      (31,224,567)        (1,169,235)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......        (911,677)          (788,890)     1,443,189,861        440,061,298
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets..............          431,359             33,323     1,589,970,703        443,823,085
NET ASSETS:                                                                                                 
   Beginning of year...............        5,523,241          5,489,918       443,823,085                 --
                                    ----------------  -----------------  ----------------  -----------------
   End of year..................... $      5,954,600  $       5,523,241  $  2,033,793,788  $     443,823,085
                                    ================  =================  ================  =================


                                       FIDELITY VIP FUNDSMANAGER 60%                                        
                                                SUB-ACCOUNT                                                 
                                    ----------------------------------                                      
                                          2013              2012                                            
                                    ----------------  ----------------                                      
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $   (31,238,110)  $   (14,844,402)                                      
   Net realized gains (losses).....      171,159,819        16,912,548                                      
   Change in unrealized gains                                                                               
     (losses) on investments.......      435,136,185       273,609,789                                      
                                    ----------------  ----------------                                      
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............      575,057,894       275,677,935                                      
                                    ----------------  ----------------                                      
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........        5,496,546           660,878                                      
   Net transfers (including fixed                                                                           
     account)......................               --       846,845,524                                      
   Contract charges................               --                --                                      
   Transfers for contract benefits                                                                          
     and terminations..............    (145,663,704)     (118,152,514)                                      
                                    ----------------  ----------------                                      
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......    (140,167,158)       729,353,888                                      
                                    ----------------  ----------------                                      
     Net increase (decrease)                                                                                
        in net assets..............      434,890,736     1,005,031,823                                      
NET ASSETS:                                                                                                 
   Beginning of year...............    3,596,633,088     2,591,601,265                                      
                                    ----------------  ----------------                                      
   End of year..................... $  4,031,523,824  $  3,596,633,088                                      
                                    ================  ================                                      

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]


                                            FIDELITY VIP GROWTH                 FIDELITY VIP INDEX 500         
                                                SUB-ACCOUNT                           SUB-ACCOUNT              
                                    ------------------------------------  -----------------------------------  
                                          2013               2012               2013               2012        
                                    -----------------  -----------------  -----------------  ----------------  
                                                                                                               
INCREASE (DECREASE) IN NET ASSETS:                                                                             
FROM OPERATIONS:                                                                                               
   Net investment income (loss).... $     (1,579,739)  $     (1,080,859)  $         325,124  $        419,770  
   Net realized gains (losses).....         4,112,179          1,666,126          2,857,955         1,679,198  
   Change in unrealized gains                                                                                  
     (losses) on investments.......        41,938,391         16,522,108         14,178,938         6,239,811  
                                    -----------------  -----------------  -----------------  ----------------  
     Net increase (decrease)                                                                                   
        in net assets resulting                                                                                
        from operations............        44,470,831         17,107,375         17,362,017         8,338,779  
                                    -----------------  -----------------  -----------------  ----------------  
CONTRACT TRANSACTIONS:                                                                                         
   Purchase payments received                                                                                  
     from contract owners..........         3,349,924          4,112,950                 --                --  
   Net transfers (including fixed                                                                              
     account)......................       (5,049,310)        (4,169,183)        (2,603,865)       (1,951,671)  
   Contract charges................          (22,025)           (23,334)           (23,942)          (24,093)  
   Transfers for contract benefits                                                                             
     and terminations..............      (13,580,293)       (12,203,205)        (6,041,583)       (5,440,312)  
                                    -----------------  -----------------  -----------------  ----------------  
     Net increase (decrease) in                                                                                
        net assets resulting from                                                                              
        contract transactions......      (15,301,704)       (12,282,772)        (8,669,390)       (7,416,076)  
                                    -----------------  -----------------  -----------------  ----------------  
     Net increase (decrease)                                                                                   
        in net assets..............        29,169,127          4,824,603          8,692,627           922,703  
NET ASSETS:                                                                                                    
   Beginning of year...............       136,799,312        131,974,709         60,984,620        60,061,917  
                                    -----------------  -----------------  -----------------  ----------------  
   End of year..................... $     165,968,439  $     136,799,312  $      69,677,247  $     60,984,620  
                                    =================  =================  =================  ================  



                                           FIDELITY VIP MID CAP                 FIDELITY VIP MONEY MARKET      
                                                SUB-ACCOUNT                            SUB-ACCOUNT             
                                    -----------------------------------  --------------------------------------
                                          2013               2012               2013                2012       
                                    ----------------  -----------------  ------------------  ------------------
                                                                                                               
INCREASE (DECREASE) IN NET ASSETS:                                                                             
FROM OPERATIONS:                                                                                               
   Net investment income (loss).... $    (4,216,245)  $     (2,734,101)   $     (1,597,325)   $     (1,393,275)
   Net realized gains (losses).....       56,577,725         26,034,787                  --                  --
   Change in unrealized gains                                                                                  
     (losses) on investments.......       61,592,202          9,833,446                  --                  --
                                    ----------------  -----------------  ------------------  ------------------
     Net increase (decrease)                                                                                   
        in net assets resulting                                                                                
        from operations............      113,953,682         33,134,132         (1,597,325)         (1,393,275)
                                    ----------------  -----------------  ------------------  ------------------
CONTRACT TRANSACTIONS:                                                                                         
   Purchase payments received                                                                                  
     from contract owners..........       45,946,288         64,821,528       1,482,045,626       1,295,167,554
   Net transfers (including fixed                                                                              
     account)......................     (13,593,184)          8,880,545     (1,474,484,969)     (1,289,660,954)
   Contract charges................      (3,645,078)        (2,508,522)             (3,153)             (3,912)
   Transfers for contract benefits                                                                             
     and terminations..............     (20,912,658)       (17,196,292)         (3,464,232)         (3,518,646)
                                    ----------------  -----------------  ------------------  ------------------
     Net increase (decrease) in                                                                                
        net assets resulting from                                                                              
        contract transactions......        7,795,368         53,997,259           4,093,272           1,984,042
                                    ----------------  -----------------  ------------------  ------------------
     Net increase (decrease)                                                                                   
        in net assets..............      121,749,050         87,131,391           2,495,947             590,767
NET ASSETS:                                                                                                    
   Beginning of year...............      324,832,892        237,701,501          73,659,399          73,068,632
                                    ----------------  -----------------  ------------------  ------------------
   End of year..................... $    446,581,942  $     324,832,892   $      76,155,346   $      73,659,399
                                    ================  =================  ==================  ==================



                                           FIDELITY VIP OVERSEAS          FTVIPT FRANKLIN INCOME SECURITIES    
                                                SUB-ACCOUNT                          SUB-ACCOUNT               
                                    ----------------------------------  ------------------------------------   
                                          2013              2012               2013               2012         
                                    ----------------  ----------------  -----------------  -----------------   
                                                                                                               
INCREASE (DECREASE) IN NET ASSETS:                                                                             
FROM OPERATIONS:                                                                                               
   Net investment income (loss).... $          5,035  $         35,712  $      13,802,960  $      11,781,681   
   Net realized gains (losses).....           11,595          (91,435)            335,927          (143,328)   
   Change in unrealized gains                                                                                  
     (losses) on investments.......        1,380,290           930,242         18,152,582         12,601,025   
                                    ----------------  ----------------  -----------------  -----------------   
     Net increase (decrease)                                                                                   
        in net assets resulting                                                                                
        from operations............        1,396,920           874,519         32,291,469         24,239,378   
                                    ----------------  ----------------  -----------------  -----------------   
CONTRACT TRANSACTIONS:                                                                                         
   Purchase payments received                                                                                  
     from contract owners..........           83,529            98,285         24,164,029         38,977,808   
   Net transfers (including fixed                                                                              
     account)......................        (260,389)           (2,174)         10,135,357          6,367,446   
   Contract charges................             (46)              (60)        (2,217,562)        (1,667,113)   
   Transfers for contract benefits                                                                             
     and terminations..............        (535,530)         (393,725)       (19,716,164)       (21,364,327)   
                                    ----------------  ----------------  -----------------  -----------------   
     Net increase (decrease) in                                                                                
        net assets resulting from                                                                              
        contract transactions......        (712,436)         (297,674)         12,365,660         22,313,814   
                                    ----------------  ----------------  -----------------  -----------------   
     Net increase (decrease)                                                                                   
        in net assets..............          684,484           576,845         44,657,129         46,553,192   
NET ASSETS:                                                                                                    
   Beginning of year...............        5,241,037         4,664,192        253,164,341        206,611,149   
                                    ----------------  ----------------  -----------------  -----------------   
   End of year..................... $      5,925,521  $      5,241,037  $     297,821,470  $     253,164,341   
                                    ================  ================  =================  =================   


                                              FTVIPT FRANKLIN                                                  
                                        SMALL CAP VALUE SECURITIES                                             
                                                SUB-ACCOUNT                                                    
                                    ----------------------------------                                         
                                          2013              2012                                               
                                    ----------------  ----------------                                         
                                                                                                               
INCREASE (DECREASE) IN NET ASSETS:                                                                             
FROM OPERATIONS:                                                                                               
   Net investment income (loss).... $       (24,107)  $      (382,615)                                         
   Net realized gains (losses).....        3,335,986            82,294                                         
   Change in unrealized gains                                                                                  
     (losses) on investments.......       28,858,586        11,355,727                                         
                                    ----------------  ----------------                                         
     Net increase (decrease)                                                                                   
        in net assets resulting                                                                                
        from operations............       32,170,465        11,055,406                                         
                                    ----------------  ----------------                                         
CONTRACT TRANSACTIONS:                                                                                         
   Purchase payments received                                                                                  
     from contract owners..........       18,861,799        26,752,367                                         
   Net transfers (including fixed                                                                              
     account)......................      (3,726,532)           831,747                                         
   Contract charges................      (1,067,656)         (582,013)                                         
   Transfers for contract benefits                                                                             
     and terminations..............      (4,485,166)       (2,467,131)                                         
                                    ----------------  ----------------                                         
     Net increase (decrease) in                                                                                
        net assets resulting from                                                                              
        contract transactions......        9,582,445        24,534,970                                         
                                    ----------------  ----------------                                         
     Net increase (decrease)                                                                                   
        in net assets..............       41,752,910        35,590,376                                         
NET ASSETS:                                                                                                    
   Beginning of year...............       86,296,073        50,705,697                                         
                                    ----------------  ----------------                                         
   End of year..................... $    128,048,983  $     86,296,073                                         
                                    ================  ================                                         

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                                                                         FTVIPT                 
                                        FTVIPT MUTUAL SHARES SECURITIES       TEMPLETON FOREIGN SECURITIES      
                                                  SUB-ACCOUNT                          SUB-ACCOUNT              
                                     ------------------------------------  ------------------------------------ 
                                            2013               2012              2013               2012        
                                     -----------------  -----------------  -----------------  ----------------- 
                                                                                                                
INCREASE (DECREASE) IN NET ASSETS:                                                                              
FROM OPERATIONS:                                                                                                
   Net investment income (loss)..... $       1,028,572  $         828,209  $         479,595  $         905,498 
   Net realized gains (losses)......         1,531,390          (351,542)            527,295          (666,651) 
   Change in unrealized gains                                                                                   
     (losses) on investments........        31,136,595         14,415,530         14,782,128         11,238,272 
                                     -----------------  -----------------  -----------------  ----------------- 
     Net increase (decrease)                                                                                    
        in net assets resulting                                                                                 
        from operations.............        33,696,557         14,892,197         15,789,018         11,477,119 
                                     -----------------  -----------------  -----------------  ----------------- 
CONTRACT TRANSACTIONS:                                                                                          
   Purchase payments received                                                                                   
     from contract owners...........         7,934,359         13,759,082          1,244,169          6,029,850 
   Net transfers (including fixed                                                                               
     account).......................       (3,863,825)        (3,146,458)        (3,114,726)            396,235 
   Contract charges.................       (1,093,363)          (879,739)          (910,114)          (813,888) 
   Transfers for contract benefits                                                                              
     and terminations...............      (10,375,719)       (13,377,390)        (6,075,431)        (5,310,132) 
                                     -----------------  -----------------  -----------------  ----------------- 
     Net increase (decrease) in                                                                                 
        net assets resulting from                                                                               
        contract transactions.......       (7,398,548)        (3,644,505)        (8,856,102)            302,065 
                                     -----------------  -----------------  -----------------  ----------------- 
     Net increase (decrease)                                                                                    
        in net assets...............        26,298,009         11,247,692          6,932,916         11,779,184 
NET ASSETS:                                                                                                     
   Beginning of year................       129,780,562        118,532,870         80,788,377         69,009,193 
                                     -----------------  -----------------  -----------------  ----------------- 
   End of year...................... $     156,078,571  $     129,780,562  $      87,721,293  $      80,788,377 
                                     =================  =================  =================  ================= 


                                                   FTVIPT                                                       
                                      TEMPLETON GLOBAL BOND SECURITIES        INVESCO V.I. AMERICAN FRANCHISE   
                                                 SUB-ACCOUNT                            SUB-ACCOUNT             
                                     ------------------------------------  ------------------------------------ 
                                           2013               2012                2013               2012       
                                     -----------------  -----------------  -----------------  ----------------- 
                                                                                                                
INCREASE (DECREASE) IN NET ASSETS:                                                                              
FROM OPERATIONS:                                                                                                
   Net investment income (loss)..... $       8,251,988  $       9,308,296  $         (1,401)  $         (1,969) 
   Net realized gains (losses)......         2,892,611            305,792              4,184              4,261 
   Change in unrealized gains                                                                                   
     (losses) on investments........      (10,624,497)         12,966,460             44,589              5,620 
                                     -----------------  -----------------  -----------------  ----------------- 
     Net increase (decrease)                                                                                    
        in net assets resulting                                                                                 
        from operations.............           520,102         22,580,548             47,372              7,912 
                                     -----------------  -----------------  -----------------  ----------------- 
CONTRACT TRANSACTIONS:                                                                                          
   Purchase payments received                                                                                   
     from contract owners...........        31,796,531         55,695,235                 --                  3 
   Net transfers (including fixed                                                                               
     account).......................        20,195,269          8,138,828            (8,489)             88,752 
   Contract charges.................       (2,382,478)        (1,598,059)                 --                 -- 
   Transfers for contract benefits                                                                              
     and terminations...............      (12,509,439)        (7,739,164)           (25,032)           (36,838) 
                                     -----------------  -----------------  -----------------  ----------------- 
     Net increase (decrease) in                                                                                 
        net assets resulting from                                                                               
        contract transactions.......        37,099,883         54,496,840           (33,521)             51,917 
                                     -----------------  -----------------  -----------------  ----------------- 
     Net increase (decrease)                                                                                    
        in net assets...............        37,619,985         77,077,388             13,851             59,829 
NET ASSETS:                                                                                                     
   Beginning of year................       217,063,429        139,986,041            149,862             90,033 
                                     -----------------  -----------------  -----------------  ----------------- 
   End of year...................... $     254,683,414  $     217,063,429  $         163,713  $         149,862 
                                     =================  =================  =================  ================= 



                                          INVESCO V.I. AMERICAN VALUE            INVESCO V.I. CORE EQUITY       
                                                  SUB-ACCOUNT                           SUB-ACCOUNT             
                                     ------------------------------------  -------------------------------------
                                            2013               2012               2013               2012       
                                     -----------------  -----------------   -----------------  -----------------
                                                                                                                
INCREASE (DECREASE) IN NET ASSETS:                                                                              
FROM OPERATIONS:                                                                                                
   Net investment income (loss)..... $       (653,068)  $       (396,721)   $            (90)  $         (1,291)
   Net realized gains (losses)......         1,362,452            295,908              11,977              9,182
   Change in unrealized gains                                                                                   
     (losses) on investments........        21,986,708          7,999,839              45,509             23,282
                                     -----------------  -----------------   -----------------  -----------------
     Net increase (decrease)                                                                                    
        in net assets resulting                                                                                 
        from operations.............        22,696,092          7,899,026              57,396             31,173
                                     -----------------  -----------------   -----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                          
   Purchase payments received                                                                                   
     from contract owners...........        11,493,142         15,070,411                  --                 --
   Net transfers (including fixed                                                                               
     account).......................         (396,972)          (474,558)            (15,058)           (21,186)
   Contract charges.................         (814,387)          (538,047)                  --                 --
   Transfers for contract benefits                                                                              
     and terminations...............       (4,366,942)        (2,285,953)            (33,651)           (45,739)
                                     -----------------  -----------------   -----------------  -----------------
     Net increase (decrease) in                                                                                 
        net assets resulting from                                                                               
        contract transactions.......         5,914,841         11,771,853            (48,709)           (66,925)
                                     -----------------  -----------------   -----------------  -----------------
     Net increase (decrease)                                                                                    
        in net assets...............        28,610,933         19,670,879               8,687           (35,752)
NET ASSETS:                                                                                                     
   Beginning of year................        66,684,996         47,014,117             241,009            276,761
                                     -----------------  -----------------   -----------------  -----------------
   End of year...................... $      95,295,929  $      66,684,996   $         249,696  $         241,009
                                     =================  =================   =================  =================



                                        INVESCO V.I. EQUITY AND INCOME                                          
                                                  SUB-ACCOUNT                                                   
                                     ------------------------------------                                       
                                            2013               2012                                             
                                     -----------------  -----------------                                       
                                                                                                                
INCREASE (DECREASE) IN NET ASSETS:                                                                              
FROM OPERATIONS:                                                                                                
   Net investment income (loss)..... $         960,409  $       2,132,881                                       
   Net realized gains (losses)......         2,646,648            987,347                                       
   Change in unrealized gains                                                                                   
     (losses) on investments........       115,194,853         43,230,491                                       
                                     -----------------  -----------------                                       
     Net increase (decrease)                                                                                    
        in net assets resulting                                                                                 
        from operations.............       118,801,910         46,350,719                                       
                                     -----------------  -----------------                                       
CONTRACT TRANSACTIONS:                                                                                          
   Purchase payments received                                                                                   
     from contract owners...........        67,597,697         83,668,907                                       
   Net transfers (including fixed                                                                               
     account).......................         8,022,603          (305,020)                                       
   Contract charges.................       (4,836,300)        (3,578,432)                                       
   Transfers for contract benefits                                                                              
     and terminations...............      (37,208,806)       (43,547,842)                                       
                                     -----------------  -----------------                                       
     Net increase (decrease) in                                                                                 
        net assets resulting from                                                                               
        contract transactions.......        33,575,194         36,237,613                                       
                                     -----------------  -----------------                                       
     Net increase (decrease)                                                                                    
        in net assets...............       152,377,104         82,588,332                                       
NET ASSETS:                                                                                                     
   Beginning of year................       496,945,594        414,357,262                                       
                                     -----------------  -----------------                                       
   End of year...................... $     649,322,698  $     496,945,594                                       
                                     =================  =================                                       

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]


                                      INVESCO V.I. GLOBAL REAL ESTATE      INVESCO V.I. GROWTH AND INCOME     
                                                SUB-ACCOUNT                          SUB-ACCOUNT              
                                    -----------------------------------  -----------------------------------  
                                          2013               2012              2013               2012        
                                    -----------------  ----------------  ----------------  -----------------  
                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                            
FROM OPERATIONS:                                                                                              
   Net investment income (loss).... $         738,755  $      (159,936)  $      (188,424)  $        (39,401)  
   Net realized gains (losses).....           251,182            14,912         5,964,860            215,131  
   Change in unrealized gains                                                                                 
     (losses) on investments.......         (841,038)         4,220,926        81,951,879         27,777,291  
                                    -----------------  ----------------  ----------------  -----------------  
     Net increase (decrease)                                                                                  
        in net assets resulting                                                                               
        from operations............           148,899         4,075,902        87,728,315         27,953,021  
                                    -----------------  ----------------  ----------------  -----------------  
CONTRACT TRANSACTIONS:                                                                                        
   Purchase payments received                                                                                 
     from contract owners..........         6,235,134         6,088,001        41,201,557         55,614,326  
   Net transfers (including fixed                                                                             
     account)......................         1,699,930           615,737       (9,892,159)        (3,884,258)  
   Contract charges................         (265,363)         (166,631)       (3,013,438)        (2,064,540)  
   Transfers for contract benefits                                                                            
     and terminations..............       (1,127,854)         (777,696)      (18,283,675)       (15,726,767)  
                                    -----------------  ----------------  ----------------  -----------------  
     Net increase (decrease) in                                                                               
        net assets resulting from                                                                             
        contract transactions......         6,541,847         5,759,411        10,012,285         33,938,761  
                                    -----------------  ----------------  ----------------  -----------------  
     Net increase (decrease)                                                                                  
        in net assets..............         6,690,746         9,835,313        97,740,600         61,891,782  
NET ASSETS:                                                                                                   
   Beginning of year...............        23,302,577        13,467,264       268,230,013        206,338,231  
                                    -----------------  ----------------  ----------------  -----------------  
   End of year..................... $      29,993,323  $     23,302,577  $    365,970,613  $     268,230,013  
                                    =================  ================  ================  =================  



                                      INVESCO V.I. INTERNATIONAL GROWTH       JANUS ASPEN GLOBAL RESEARCH     
                                                 SUB-ACCOUNT                          SUB-ACCOUNT             
                                    ------------------------------------  ------------------------------------
                                           2013               2012              2013               2012       
                                    -----------------  -----------------  -----------------  -----------------
                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                            
FROM OPERATIONS:                                                                                              
   Net investment income (loss).... $       (636,105)  $          51,882  $              21  $               1
   Net realized gains (losses).....         1,305,822             76,597                120                  9
   Change in unrealized gains                                                                                 
     (losses) on investments.......        40,017,340         24,064,007              1,329                896
                                    -----------------  -----------------  -----------------  -----------------
     Net increase (decrease)                                                                                  
        in net assets resulting                                                                               
        from operations............        40,687,057         24,192,486              1,470                906
                                    -----------------  -----------------  -----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                        
   Purchase payments received                                                                                 
     from contract owners..........        29,193,980         45,143,565                 --                 --
   Net transfers (including fixed                                                                             
     account)......................         6,799,837          6,206,236                 --                 --
   Contract charges................       (2,450,016)        (1,751,462)                 --                 --
   Transfers for contract benefits                                                                            
     and terminations..............      (12,015,352)        (8,106,175)              (375)                (3)
                                    -----------------  -----------------  -----------------  -----------------
     Net increase (decrease) in                                                                               
        net assets resulting from                                                                             
        contract transactions......        21,528,449         41,492,164              (375)                (3)
                                    -----------------  -----------------  -----------------  -----------------
     Net increase (decrease)                                                                                  
        in net assets..............        62,215,506         65,684,650              1,095                903
NET ASSETS:                                                                                                   
   Beginning of year...............       219,783,700        154,099,050              5,653              4,750
                                    -----------------  -----------------  -----------------  -----------------
   End of year..................... $     281,999,206  $     219,783,700  $           6,748  $           5,653
                                    =================  =================  =================  =================


                                            LMPVET CLEARBRIDGE                   LMPVET CLEARBRIDGE           
                                        VARIABLE AGGRESSIVE GROWTH             VARIABLE ALL CAP VALUE         
                                                SUB-ACCOUNT                          SUB-ACCOUNT              
                                    ----------------------------------  ------------------------------------  
                                          2013              2012               2013               2012        
                                    ----------------  ----------------   ----------------  -----------------  
                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                            
FROM OPERATIONS:                                                                                              
   Net investment income (loss).... $    (2,728,091)  $    (1,863,351)   $       (34,365)  $         271,873  
   Net realized gains (losses).....       17,861,500         9,957,799         10,192,766          (234,300)  
   Change in unrealized gains                                                                                 
     (losses) on investments.......       71,695,365        19,162,336         20,675,928         12,653,901  
                                    ----------------  ----------------   ----------------  -----------------  
     Net increase (decrease)                                                                                  
        in net assets resulting                                                                               
        from operations............       86,828,774        27,256,784         30,834,329         12,691,474  
                                    ----------------  ----------------   ----------------  -----------------  
CONTRACT TRANSACTIONS:                                                                                        
   Purchase payments received                                                                                 
     from contract owners..........       26,964,170        26,101,454          7,542,551         10,482,501  
   Net transfers (including fixed                                                                             
     account)......................      (1,165,621)       (5,078,294)        (2,438,406)        (1,374,496)  
   Contract charges................      (1,696,014)       (1,164,246)          (733,083)          (563,153)  
   Transfers for contract benefits                                                                            
     and terminations..............     (17,174,971)      (20,966,057)       (10,398,584)       (12,507,706)  
                                    ----------------  ----------------   ----------------  -----------------  
     Net increase (decrease) in                                                                               
        net assets resulting from                                                                             
        contract transactions......        6,927,564       (1,107,143)        (6,027,522)        (3,962,854)  
                                    ----------------  ----------------   ----------------  -----------------  
     Net increase (decrease)                                                                                  
        in net assets..............       93,756,338        26,149,641         24,806,807          8,728,620  
NET ASSETS:                                                                                                   
   Beginning of year...............      186,988,862       160,839,221        104,446,756         95,718,136  
                                    ----------------  ----------------   ----------------  -----------------  
   End of year..................... $    280,745,200  $    186,988,862   $    129,253,563  $     104,446,756  
                                    ================  ================   ================  =================  


                                            LMPVET CLEARBRIDGE                                                
                                           VARIABLE APPRECIATION                                              
                                                SUB-ACCOUNT                                                   
                                    -----------------------------------                                       
                                          2013               2012                                             
                                    ----------------  -----------------                                       
                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                            
FROM OPERATIONS:                                                                                              
   Net investment income (loss).... $      (340,789)  $         877,895                                       
   Net realized gains (losses).....       13,852,622            276,468                                       
   Change in unrealized gains                                                                                 
     (losses) on investments.......       72,638,328         32,185,472                                       
                                    ----------------  -----------------                                       
     Net increase (decrease)                                                                                  
        in net assets resulting                                                                               
        from operations............       86,150,161         33,339,835                                       
                                    ----------------  -----------------                                       
CONTRACT TRANSACTIONS:                                                                                        
   Purchase payments received                                                                                 
     from contract owners..........       47,967,753         57,982,645                                       
   Net transfers (including fixed                                                                             
     account)......................        4,628,653        (4,101,720)                                       
   Contract charges................      (3,067,660)        (2,128,567)                                       
   Transfers for contract benefits                                                                            
     and terminations..............     (20,584,065)       (19,581,184)                                       
                                    ----------------  -----------------                                       
     Net increase (decrease) in                                                                               
        net assets resulting from                                                                             
        contract transactions......       28,944,681         32,171,174                                       
                                    ----------------  -----------------                                       
     Net increase (decrease)                                                                                  
        in net assets..............      115,094,842         65,511,009                                       
NET ASSETS:                                                                                                   
   Beginning of year...............      290,191,379        224,680,370                                       
                                    ----------------  -----------------                                       
   End of year..................... $    405,286,221  $     290,191,379                                       
                                    ================  =================                                       

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                           LMPVET CLEARBRIDGE                   LMPVET CLEARBRIDGE         
                                         VARIABLE EQUITY INCOME              VARIABLE LARGE CAP GROWTH     
                                               SUB-ACCOUNT                          SUB-ACCOUNT            
                                    ----------------------------------  ---------------------------------- 
                                          2013              2012              2013              2012       
                                    ----------------  ----------------  ----------------  ---------------- 
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $        427,485  $      1,935,990  $       (58,170)  $       (51,981) 
   Net realized gains (losses)....           646,901       (1,496,446)           745,423           481,453 
   Change in unrealized gains                                                                              
     (losses) on investments......        33,452,314        13,043,194           710,461           353,548 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............        34,526,700        13,482,738         1,397,714           783,020 
                                    ----------------  ----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........        27,050,110        30,792,673               648             1,459 
   Net transfers (including fixed                                                                          
     account).....................         8,008,781         2,474,161          (33,103)         (256,108) 
   Contract charges...............       (1,307,320)         (777,353)          (17,152)          (18,887) 
   Transfers for contract benefits                                                                         
     and terminations.............      (12,039,748)      (14,363,944)         (647,971)         (871,026) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......        21,711,823        18,125,537         (697,578)       (1,144,562) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets..............        56,238,523        31,608,275           700,136         (361,542) 
NET ASSETS:                                                                                                
   Beginning of year..............       134,931,130       103,322,855         4,312,254         4,673,796 
                                    ----------------  ----------------  ----------------  ---------------- 
   End of year....................  $    191,169,653  $    134,931,130  $      5,012,390  $      4,312,254 
                                    ================  ================  ================  ================ 


                                            LMPVET CLEARBRIDGE                  LMPVET CLEARBRIDGE         
                                         VARIABLE LARGE CAP VALUE            VARIABLE SMALL CAP GROWTH     
                                                SUB-ACCOUNT                         SUB-ACCOUNT            
                                    -----------------------------------  ----------------------------------
                                           2013              2012              2013              2012      
                                    -----------------  ----------------  ----------------  ----------------
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $           1,148  $         27,751  $    (1,235,439)  $      (568,565)
   Net realized gains (losses)....            466,613            50,468         8,864,593         3,154,639
   Change in unrealized gains                                                                              
     (losses) on investments......          1,056,824           510,271        24,881,277         5,466,771
                                    -----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............          1,524,585           588,490        32,510,431         8,052,845
                                    -----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........            282,593           573,803        16,380,155        16,257,772
   Net transfers (including fixed                                                                          
     account).....................            813,486           285,926         3,443,300         1,590,977
   Contract charges...............           (46,356)          (36,742)         (824,479)         (481,813)
   Transfers for contract benefits                                                                         
     and terminations.............          (424,843)         (504,347)       (3,891,881)       (3,103,064)
                                    -----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......            624,880           318,640        15,107,095        14,263,872
                                    -----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
       in net assets..............          2,149,465           907,130        47,617,526        22,316,717
NET ASSETS:                                                                                                
   Beginning of year..............          4,743,489         3,836,359        64,881,494        42,564,777
                                    -----------------  ----------------  ----------------  ----------------
   End of year....................  $       6,892,954  $      4,743,489  $    112,499,020  $     64,881,494
                                    =================  ================  ================  ================


                                             LMPVET INVESTMENT                        LMPVET               
                                     COUNSEL VARIABLE SOCIAL AWARENESS   VARIABLE LIFESTYLE ALLOCATION 50% 
                                                SUB-ACCOUNT                         SUB-ACCOUNT            
                                    -----------------------------------  ----------------------------------
                                          2013              2012               2013              2012      
                                    ----------------  -----------------  ----------------  ----------------
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $        (2,213)  $         (2,313)  $        335,965  $        451,589
   Net realized gains (losses)....             8,209             18,868           294,643           110,528
   Change in unrealized gains                                                                              
     (losses) on investments......            39,556             26,419         4,402,903         2,456,921
                                    ----------------  -----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............            45,552             42,974         5,033,511         3,019,038
                                    ----------------  -----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........                --                 --         6,821,630         6,963,572
   Net transfers (including fixed                                                                          
     account).....................             9,338           (49,856)         3,040,842         1,186,938
   Contract charges...............             (130)              (173)         (323,071)         (208,041)
   Transfers for contract benefits                                                                         
     and terminations.............          (51,803)          (204,989)       (3,091,539)       (2,607,174)
                                    ----------------  -----------------  ----------------  ----------------
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......          (42,595)          (255,018)         6,447,862         5,335,295
                                    ----------------  -----------------  ----------------  ----------------
     Net increase (decrease)                                                                               
       in net assets..............             2,957          (212,044)        11,481,373         8,354,333
NET ASSETS:                                                                                                
   Beginning of year..............           289,329            501,373        32,620,028        24,265,695
                                    ----------------  -----------------  ----------------  ----------------
   End of year....................  $        292,286  $         289,329  $     44,101,401  $     32,620,028
                                    ================  =================  ================  ================


                                                  LMPVET                                                   
                                     VARIABLE LIFESTYLE ALLOCATION 70%                                     
                                                SUB-ACCOUNT                                                
                                    ----------------------------------                                     
                                          2013              2012                                           
                                    ----------------  ----------------                                     
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $        (5,215)  $         16,093                                     
   Net realized gains (losses)....           164,204            48,643                                     
   Change in unrealized gains                                                                              
     (losses) on investments......           307,412           296,816                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............           466,401           361,552                                     
                                    ----------------  ----------------                                     
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........               120             3,120                                     
   Net transfers (including fixed                                                                          
     account).....................           208,852          (27,315)                                     
   Contract charges...............             (702)             (796)                                     
   Transfers for contract benefits                                                                         
     and terminations.............         (943,181)         (849,995)                                     
                                    ----------------  ----------------                                     
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......         (734,911)         (874,986)                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
       in net assets..............         (268,510)         (513,434)                                     
NET ASSETS:                                                                                                
   Beginning of year..............         2,573,509         3,086,943                                     
                                    ----------------  ----------------                                     
   End of year....................  $      2,304,999  $      2,573,509                                     
                                    ================  ================                                     

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                                  LMPVET                       LMPVIT WESTERN ASSET         
                                     VARIABLE LIFESTYLE ALLOCATION 85%    VARIABLE GLOBAL HIGH YIELD BOND   
                                                SUB-ACCOUNT                         SUB-ACCOUNT             
                                    ----------------------------------  ----------------------------------- 
                                          2013              2012              2013               2012       
                                    ----------------  ----------------  ----------------  ----------------- 
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $        265,832  $        362,338  $      4,754,059  $       5,165,628 
   Net realized gains (losses).....        1,739,917           528,492            97,460           (68,307) 
   Change in unrealized gains                                                                               
     (losses) on investments.......       17,385,552         8,931,921         (303,455)          7,182,092 
                                    ----------------  ----------------  ----------------  ----------------- 
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............       19,391,301         9,822,751         4,548,064         12,279,413 
                                    ----------------  ----------------  ----------------  ----------------- 
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........        3,896,642         8,807,329        12,043,147         15,538,183 
   Net transfers (including fixed                                                                           
     account)......................         (70,391)         (793,785)         6,173,096          4,005,384 
   Contract charges................        (739,142)         (611,650)         (741,652)          (516,554) 
   Transfers for contract benefits                                                                          
     and terminations..............      (7,221,465)       (3,286,778)       (9,054,116)        (9,252,417) 
                                    ----------------  ----------------  ----------------  ----------------- 
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......      (4,134,356)         4,115,116         8,420,475          9,774,596 
                                    ----------------  ----------------  ----------------  ----------------- 
     Net increase (decrease)                                                                                
        in net assets..............       15,256,945        13,937,867        12,968,539         22,054,009 
NET ASSETS:                                                                                                 
   Beginning of year...............       79,817,339        65,879,472        91,771,912         69,717,903 
                                    ----------------  ----------------  ----------------  ----------------- 
   End of year..................... $     95,074,284  $     79,817,339  $    104,740,451  $      91,771,912 
                                    ================  ================  ================  ================= 


                                                  MFS VIT                              MFS VIT              
                                              INVESTORS TRUST                       NEW DISCOVERY           
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                          2013               2012              2013               2012      
                                    ----------------  -----------------  ----------------  -----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $           (69)  $           (190)  $          (581)  $           (602)
   Net realized gains (losses).....              292              2,707             2,006              4,349
   Change in unrealized gains                                                                               
     (losses) on investments.......            5,877              2,028            12,769              3,991
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............            6,100              4,545            14,194              7,738
                                    ----------------  -----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........               --                 --                --                 --
   Net transfers (including fixed                                                                           
     account)......................               --                 --                --                 --
   Contract charges................               --                 --                --                 --
   Transfers for contract benefits                                                                          
     and terminations..............            (637)           (18,051)           (9,835)            (7,451)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......            (637)           (18,051)           (9,835)            (7,451)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets..............            5,463           (13,506)             4,359                287
NET ASSETS:                                                                                                 
   Beginning of year...............           20,488             33,994            41,661             41,374
                                    ----------------  -----------------  ----------------  -----------------
   End of year..................... $         25,951  $          20,488  $         46,020  $          41,661
                                    ================  =================  ================  =================


                                                                               MIST ALLIANCEBERNSTEIN       
                                             MFS VIT RESEARCH                 GLOBAL DYNAMIC ALLOCATION     
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                          2013               2012              2013              2012       
                                    ----------------  -----------------  ----------------  -----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $          (610)  $           (299)  $    (4,610,871)  $    (31,735,651)
   Net realized gains (losses).....            1,133                603        73,047,817             68,339
   Change in unrealized gains                                                                               
     (losses) on investments.......           14,560              6,684       213,779,983        215,787,760
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............           15,083              6,988       282,216,929        184,120,448
                                    ----------------  -----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........               --                 --       248,776,609        748,915,629
   Net transfers (including fixed                                                                           
     account)......................               --                 --        93,377,580        331,990,410
   Contract charges................               --                 --      (43,781,572)       (28,058,490)
   Transfers for contract benefits                                                                          
     and terminations..............          (1,403)            (1,975)      (90,758,771)       (52,503,657)
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......          (1,403)            (1,975)       207,613,846      1,000,343,892
                                    ----------------  -----------------  ----------------  -----------------
     Net increase (decrease)                                                                                
        in net assets..............           13,680              5,013       489,830,775      1,184,464,340
NET ASSETS:                                                                                                 
   Beginning of year...............           50,155             45,142     2,823,843,417      1,639,379,077
                                    ----------------  -----------------  ----------------  -----------------
   End of year..................... $         63,835  $          50,155  $  3,313,674,192  $   2,823,843,417
                                    ================  =================  ================  =================


                                                   MIST                                                     
                                    AMERICAN FUNDS BALANCED ALLOCATION                                      
                                                SUB-ACCOUNT                                                 
                                    ----------------------------------                                      
                                          2013              2012                                            
                                    ----------------  ----------------                                      
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss).... $    (5,388,861)  $      4,444,113                                      
   Net realized gains (losses).....      250,625,904        60,128,154                                      
   Change in unrealized gains                                                                               
     (losses) on investments.......      260,897,780       273,656,262                                      
                                    ----------------  ----------------                                      
     Net increase (decrease)                                                                                
        in net assets resulting                                                                             
        from operations............      506,134,823       338,228,529                                      
                                    ----------------  ----------------                                      
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners..........       29,549,572        83,164,894                                      
   Net transfers (including fixed                                                                           
     account)......................      (8,307,267)      (60,456,373)                                      
   Contract charges................     (37,993,157)      (37,328,286)                                      
   Transfers for contract benefits                                                                          
     and terminations..............    (165,057,262)     (132,325,623)                                      
                                    ----------------  ----------------                                      
     Net increase (decrease) in                                                                             
        net assets resulting from                                                                           
        contract transactions......    (181,808,114)     (146,945,388)                                      
                                    ----------------  ----------------                                      
     Net increase (decrease)                                                                                
        in net assets..............      324,326,709       191,283,141                                      
NET ASSETS:                                                                                                 
   Beginning of year...............    3,106,060,329     2,914,777,188                                      
                                    ----------------  ----------------                                      
   End of year..................... $  3,430,387,038  $  3,106,060,329                                      
                                    ================  ================                                      

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                                   MIST                                MIST                  
                                     AMERICAN FUNDS GROWTH ALLOCATION          AMERICAN FUNDS GROWTH         
                                                SUB-ACCOUNT                         SUB-ACCOUNT              
                                    ----------------------------------  ----------------------------------   
                                          2013              2012              2013              2012         
                                    ----------------  ----------------  ----------------  ----------------   
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss)...  $    (9,394,519)  $    (5,413,271)  $    (6,517,995)  $    (6,868,206)   
   Net realized gains (losses)....       121,285,044        26,669,090        55,767,296        20,415,943   
   Change in unrealized gains                                                                                
     (losses) on investments......       233,109,626       175,144,743        96,031,643        67,309,082   
                                    ----------------  ----------------  ----------------  ----------------   
     Net increase (decrease)                                                                                 
       in net assets resulting                                                                               
       from operations............       345,000,151       196,400,562       145,280,944        80,856,819   
                                    ----------------  ----------------  ----------------  ----------------   
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners.........        19,707,302        52,400,148        14,629,823        17,133,976   
   Net transfers (including fixed                                                                            
     account).....................        66,168,229      (72,570,860)      (37,937,636)      (78,467,843)   
   Contract charges...............      (16,411,723)      (15,855,986)       (6,691,159)       (6,678,966)   
   Transfers for contract benefits                                                                           
     and terminations.............      (82,807,176)      (62,098,994)      (28,561,135)      (20,470,993)   
                                    ----------------  ----------------  ----------------  ----------------   
     Net increase (decrease) in                                                                              
       net assets resulting from                                                                             
       contract transactions......      (13,343,368)      (98,125,692)      (58,560,107)      (88,483,826)   
                                    ----------------  ----------------  ----------------  ----------------   
     Net increase (decrease)                                                                                 
       in net assets..............       331,656,783        98,274,870        86,720,837       (7,627,007)   
NET ASSETS:                                                                                                  
   Beginning of year..............     1,496,665,592     1,398,390,722       545,665,799       553,292,806   
                                    ----------------  ----------------  ----------------  ----------------   
   End of year....................  $  1,828,322,375  $  1,496,665,592  $    632,386,636  $    545,665,799   
                                    ================  ================  ================  ================   


                                                   MIST                                MIST                  
                                    AMERICAN FUNDS MODERATE ALLOCATION       AQR GLOBAL RISK BALANCED        
                                                SUB-ACCOUNT                         SUB-ACCOUNT              
                                    ----------------------------------  -----------------------------------  
                                           2013            2012                2013              2012        
                                     ---------------  ---------------    ----------------  ----------------  
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss)...   $     2,016,609  $     8,663,944    $     24,454,360  $   (29,485,494)  
   Net realized gains (losses)....       119,968,172       39,154,321         131,410,280        13,924,436  
   Change in unrealized gains                                                                                
     (losses) on investments......        74,888,275      103,394,103       (347,099,092)       257,592,013  
                                     ---------------  ---------------    ----------------  ----------------  
     Net increase (decrease)                                                                                 
       in net assets resulting                                                                               
       from operations............       196,873,056      151,212,368       (191,234,452)       242,030,955  
                                     ---------------  ---------------    ----------------  ----------------  
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners.........        17,989,884       43,856,551         299,929,057     1,010,258,029  
   Net transfers (including fixed                                                                            
     account).....................      (30,931,042)     (43,601,001)       (449,932,361)       701,135,494  
   Contract charges...............      (21,278,076)     (21,439,772)        (50,307,360)      (34,472,373)  
   Transfers for contract benefits                                                                           
     and terminations.............     (100,612,790)     (79,167,097)       (113,288,370)      (63,766,725)  
                                     ---------------  ---------------    ----------------  ----------------  
     Net increase (decrease) in                                                                              
       net assets resulting from                                                                             
       contract transactions......     (134,832,024)    (100,351,319)       (313,599,034)     1,613,154,425  
                                     ---------------  ---------------    ----------------  ----------------  
     Net increase (decrease)                                                                                 
       in net assets..............        62,041,032       50,861,049       (504,833,486)     1,855,185,380  
NET ASSETS:                                                                                                  
   Beginning of year..............     1,734,325,945    1,683,464,896       3,753,309,463     1,898,124,083  
                                     ---------------  ---------------    ----------------  ----------------  
   End of year....................   $ 1,796,366,977  $ 1,734,325,945    $  3,248,475,977  $  3,753,309,463  
                                     ===============  ===============    ================  ================  


                                                    MIST                                 MIST                
                                    BLACKROCK GLOBAL TACTICAL STRATEGIES         BLACKROCK HIGH YIELD        
                                                 SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -------------------------------------  ----------------------------------
                                            2013              2012               2013              2012      
                                      ----------------  ----------------   ----------------  ----------------
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss)...    $    (3,617,558)  $   (58,135,263)   $     14,596,196  $     13,623,467
   Net realized gains (losses)....         133,255,577           130,203          9,642,339         5,023,228
   Change in unrealized gains                                                                                
     (losses) on investments......         311,060,284       341,923,540        (4,631,091)        14,564,761
                                      ----------------  ----------------   ----------------  ----------------
     Net increase (decrease)                                                                                 
       in net assets resulting                                                                               
       from operations............         440,698,303       283,918,480         19,607,444        33,211,456
                                      ----------------  ----------------   ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners.........         411,567,881     1,312,263,362         13,943,237        20,947,935
   Net transfers (including fixed                                                                            
     account).....................        (28,640,096)       557,379,957       (26,718,376)        17,699,162
   Contract charges...............        (73,176,143)      (48,022,451)        (2,612,849)       (2,591,456)
   Transfers for contract benefits                                                                           
     and terminations.............       (149,396,119)      (91,426,698)       (16,046,952)      (13,914,636)
                                      ----------------  ----------------   ----------------  ----------------
     Net increase (decrease) in                                                                              
       net assets resulting from                                                                             
       contract transactions......         160,355,523     1,730,194,170       (31,434,940)        22,141,005
                                      ----------------  ----------------   ----------------  ----------------
     Net increase (decrease)                                                                                 
       in net assets..............         601,053,826     2,014,112,650       (11,827,496)        55,352,461
NET ASSETS:                                                                                                  
   Beginning of year..............       4,856,824,935     2,842,712,285        276,977,302       221,624,841
                                      ----------------  ----------------   ----------------  ----------------
   End of year....................    $  5,457,878,761  $  4,856,824,935   $    265,149,806  $    276,977,302
                                      ================  ================   ================  ================



                                       MIST BLACKROCK LARGE CAP CORE                                         
                                                SUB-ACCOUNT                                                  
                                    ----------------------------------                                       
                                          2013              2012                                             
                                    ----------------  ----------------                                       
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss)...  $       (69,719)  $       (98,467)                                       
   Net realized gains (losses)....           843,040           204,327                                       
   Change in unrealized gains                                                                                
     (losses) on investments......         3,552,916         1,366,663                                       
                                    ----------------  ----------------                                       
     Net increase (decrease)                                                                                 
       in net assets resulting                                                                               
       from operations............         4,326,237         1,472,523                                       
                                    ----------------  ----------------                                       
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners.........           654,278         2,809,895                                       
   Net transfers (including fixed                                                                            
     account).....................         (847,332)       (1,633,705)                                       
   Contract charges...............         (180,167)         (169,775)                                       
   Transfers for contract benefits                                                                           
     and terminations.............       (1,522,513)         (889,640)                                       
                                    ----------------  ----------------                                       
     Net increase (decrease) in                                                                              
       net assets resulting from                                                                             
       contract transactions......       (1,895,734)           116,775                                       
                                    ----------------  ----------------                                       
     Net increase (decrease)                                                                                 
       in net assets..............         2,430,503         1,589,298                                       
NET ASSETS:                                                                                                  
   Beginning of year..............        14,439,147        12,849,849                                       
                                    ----------------  ----------------                                       
   End of year....................  $     16,869,650  $     14,439,147                                       
                                    ================  ================                                       

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                                                                       MIST                 
                                     MIST CLARION GLOBAL REAL ESTATE     CLEARBRIDGE AGGRESSIVE GROWTH II   
                                               SUB-ACCOUNT                          SUB-ACCOUNT             
                                    ----------------------------------  ----------------------------------- 
                                          2013              2012              2013               2012       
                                    ----------------  ----------------  -----------------  ---------------- 
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss)...  $      9,853,299  $        648,569  $     (1,006,117)  $    (1,256,766) 
   Net realized gains (losses)....          (92,999)       (1,249,413)          5,873,060         1,264,699 
   Change in unrealized gains                                                                               
     (losses) on investments......       (6,455,197)        35,559,210         19,911,595        14,507,523 
                                    ----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease)                                                                                
       in net assets resulting                                                                              
       from operations............         3,305,103        34,958,366         24,778,538        14,515,456 
                                    ----------------  ----------------  -----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners.........         1,804,117         7,794,423          1,347,767         4,262,148 
   Net transfers (including fixed                                                                           
     account).....................        14,576,022       (2,227,782)        (5,985,835)        25,557,583 
   Contract charges...............       (1,769,594)       (1,587,295)        (1,164,663)       (1,131,367) 
   Transfers for contract benefits                                                                          
     and terminations.............      (12,559,683)       (9,066,811)        (6,729,962)       (5,149,785) 
                                    ----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease) in                                                                             
       net assets resulting from                                                                            
       contract transactions......         2,050,862       (5,087,465)       (12,532,693)        23,538,579 
                                    ----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease)                                                                                
       in net assets..............         5,355,965        29,870,901         12,245,845        38,054,035 
NET ASSETS:                                                                                                 
   Beginning of year..............       177,317,957       147,447,056        106,823,115        68,769,080 
                                    ----------------  ----------------  -----------------  ---------------- 
   End of year....................  $    182,673,922  $    177,317,957  $     119,068,960  $    106,823,115 
                                    ================  ================  =================  ================ 


                                                  MIST                                 MIST                 
                                      CLEARBRIDGE AGGRESSIVE GROWTH         GOLDMAN SACHS MID CAP VALUE     
                                               SUB-ACCOUNT                          SUB-ACCOUNT             
                                    ----------------------------------  ----------------------------------- 
                                          2013              2012               2013              2012       
                                    ----------------  ----------------  -----------------  ---------------- 
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss)...  $    (5,039,430)  $    (4,519,479)  $     (1,173,155)  $    (1,395,190) 
   Net realized gains (losses)....        11,473,473         4,996,289         12,013,375           565,819 
   Change in unrealized gains                                                                               
     (losses) on investments......       123,052,679        43,727,000         31,704,368        21,341,212 
                                    ----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease)                                                                                
       in net assets resulting                                                                              
       from operations............       129,486,722        44,203,810         42,544,588        20,511,841 
                                    ----------------  ----------------  -----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners.........         5,418,106         8,612,510          1,260,840         2,591,780 
   Net transfers (including fixed                                                                           
     account).....................        52,077,391       (6,817,243)            158,750       (5,769,122) 
   Contract charges...............       (3,110,264)       (2,555,203)        (1,323,450)       (1,125,130) 
   Transfers for contract benefits                                                                          
     and terminations.............      (25,033,154)      (16,051,172)       (11,814,121)       (7,693,862) 
                                    ----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease) in                                                                             
       net assets resulting from                                                                            
       contract transactions......        29,352,079      (16,811,108)       (11,717,981)      (11,996,334) 
                                    ----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease)                                                                                
       in net assets..............       158,838,801        27,392,702         30,826,607         8,515,507 
NET ASSETS:                                                                                                 
   Beginning of year..............       292,871,764       265,479,062        139,211,779       130,696,272 
                                    ----------------  ----------------  -----------------  ---------------- 
   End of year....................  $    451,710,565  $    292,871,764  $     170,038,386  $    139,211,779 
                                    ================  ================  =================  ================ 


                                                   MIST                                 MIST                
                                       HARRIS OAKMARK INTERNATIONAL       INVESCO BALANCED-RISK ALLOCATION  
                                                SUB-ACCOUNT                          SUB-ACCOUNT            
                                    -----------------------------------  -----------------------------------
                                          2013              2012                2013            2012 (b)    
                                    ----------------  -----------------   ----------------  ----------------
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss)...  $      5,201,015  $          91,453   $   (12,158,692)  $    (1,415,511)
   Net realized gains (losses)....        11,702,177        (1,430,384)         10,077,015         6,907,824
   Change in unrealized gains                                                                               
     (losses) on investments......       134,182,838        121,937,845          4,078,692        10,868,519
                                    ----------------  -----------------   ----------------  ----------------
     Net increase (decrease)                                                                                
       in net assets resulting                                                                              
       from operations............       151,086,030        120,598,914          1,997,015        16,360,832
                                    ----------------  -----------------   ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners.........        17,704,175         17,848,721        168,173,765       338,086,548
   Net transfers (including fixed                                                                           
     account).....................        27,865,479       (30,313,737)         45,607,989       313,044,735
   Contract charges...............       (5,353,619)        (4,604,462)       (10,692,799)       (1,295,053)
   Transfers for contract benefits                                                                          
     and terminations.............      (36,258,075)       (26,450,720)       (23,347,690)       (4,774,645)
                                    ----------------  -----------------   ----------------  ----------------
     Net increase (decrease) in                                                                             
       net assets resulting from                                                                            
       contract transactions......         3,957,960       (43,520,198)        179,741,265       645,061,585
                                    ----------------  -----------------   ----------------  ----------------
     Net increase (decrease)                                                                                
       in net assets..............       155,043,990         77,078,716        181,738,280       661,422,417
NET ASSETS:                                                                                                 
   Beginning of year..............       538,939,254        461,860,538        661,422,417                --
                                    ----------------  -----------------   ----------------  ----------------
   End of year....................  $    693,983,244  $     538,939,254   $    843,160,697  $    661,422,417
                                    ================  =================   ================  ================


                                                   MIST                                                     
                                             INVESCO COMSTOCK                                               
                                                SUB-ACCOUNT                                                 
                                    -----------------------------------                                     
                                           2013              2012                                           
                                    -----------------  ----------------                                     
                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                          
FROM OPERATIONS:                                                                                            
   Net investment income (loss)...  $     (1,674,772)  $      (729,855)                                     
   Net realized gains (losses)....          9,703,108         5,346,575                                     
   Change in unrealized gains                                                                               
     (losses) on investments......        101,696,056        43,146,332                                     
                                    -----------------  ----------------                                     
     Net increase (decrease)                                                                                
       in net assets resulting                                                                              
       from operations............        109,724,392        47,763,052                                     
                                    -----------------  ----------------                                     
CONTRACT TRANSACTIONS:                                                                                      
   Purchase payments received                                                                               
     from contract owners.........         20,478,377        22,458,903                                     
   Net transfers (including fixed                                                                           
     account).....................         11,030,539        19,211,409                                     
   Contract charges...............        (3,417,107)       (2,706,893)                                     
   Transfers for contract benefits                                                                          
     and terminations.............       (23,713,080)      (23,731,077)                                     
                                    -----------------  ----------------                                     
     Net increase (decrease) in                                                                             
       net assets resulting from                                                                            
       contract transactions......          4,378,729        15,232,342                                     
                                    -----------------  ----------------                                     
     Net increase (decrease)                                                                                
       in net assets..............        114,103,121        62,995,394                                     
NET ASSETS:                                                                                                 
   Beginning of year..............        329,458,802       266,463,408                                     
                                    -----------------  ----------------                                     
   End of year....................  $     443,561,923  $    329,458,802                                     
                                    =================  ================                                     

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]


                                        MIST INVESCO MID CAP VALUE         MIST INVESCO SMALL CAP GROWTH   
                                                SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  ---------------------------------- 
                                          2013              2012              2013              2012       
                                    ----------------  ----------------  ----------------  ---------------- 
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $    (1,314,553)  $    (1,633,191)  $    (3,674,573)  $    (3,709,725) 
   Net realized gains (losses)....         7,722,920         2,663,619        24,585,422        18,783,431 
   Change in unrealized gains                                                                              
     (losses) on investments......        30,620,411        15,199,656        67,501,884        19,533,978 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............        37,028,778        16,230,084        88,412,733        34,607,684 
                                    ----------------  ----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         2,155,363         6,093,408        10,016,335        15,838,800 
   Net transfers (including fixed                                                                          
     account).....................      (10,011,007)       (3,393,066)         1,587,973       (5,702,899) 
   Contract charges...............       (1,678,656)       (1,548,008)       (2,269,655)       (1,966,440) 
   Transfers for contract benefits                                                                         
     and terminations.............       (7,603,595)       (6,237,615)      (19,026,821)      (14,981,160) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......      (17,137,895)       (5,085,281)       (9,692,168)       (6,811,699) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets..............        19,890,883        11,144,803        78,720,565        27,795,985 
NET ASSETS:                                                                                                
   Beginning of year..............       138,149,492       127,004,689       240,468,780       212,672,795 
                                    ----------------  ----------------  ----------------  ---------------- 
   End of year....................  $    158,040,375  $    138,149,492  $    319,189,345  $    240,468,780 
                                    ================  ================  ================  ================ 


                                                                                       MIST                
                                          MIST JPMORGAN CORE BOND        JPMORGAN GLOBAL ACTIVE ALLOCATION 
                                                SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  -----------------------------------
                                          2013              2012              2013            2012 (b)     
                                    ----------------  ----------------  ----------------  ---------------- 
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $    (4,238,910)  $      3,581,213  $    (6,934,561)  $      (253,669) 
   Net realized gains (losses)....        24,886,829         5,226,825         2,430,024         1,691,655 
   Change in unrealized gains                                                                              
     (losses) on investments......      (36,171,178)         2,725,888        53,369,009         7,508,587 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............      (15,523,259)        11,533,926        48,864,472         8,946,573 
                                    ----------------  ----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         2,386,585         8,908,512       122,948,435       187,365,819 
   Net transfers (including fixed                                                                          
     account).....................         1,463,200       (2,442,719)       313,227,408        88,135,164 
   Contract charges...............       (3,775,856)       (4,085,255)       (6,988,131)         (274,498) 
   Transfers for contract benefits                                                                         
     and terminations.............      (19,173,185)      (16,768,257)      (13,774,602)       (1,600,923) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......      (19,099,256)      (14,387,719)       415,413,110       273,625,562 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets..............      (34,622,515)       (2,853,793)       464,277,582       282,572,135 
NET ASSETS:                                                                                                
   Beginning of year..............       346,492,447       349,346,240       282,572,135                -- 
                                    ----------------  ----------------  ----------------  ---------------- 
   End of year....................  $    311,869,932  $    346,492,447  $    746,849,717  $    282,572,135 
                                    ================  ================  ================  ================ 


                                                   MIST                                                    
                                         JPMORGAN SMALL CAP VALUE        MIST LOOMIS SAYLES GLOBAL MARKETS 
                                                SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  ---------------------------------- 
                                          2013              2012              2013             2012        
                                    ----------------  ----------------  ----------------  ---------------  
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $      (280,527)  $      (218,746)  $      1,519,876  $     1,268,388  
   Net realized gains (losses)....         1,241,336           283,760         5,872,725        2,390,289  
   Change in unrealized gains                                                                              
     (losses) on investments......         6,048,540         2,823,277        18,236,473       20,641,146  
                                    ----------------  ----------------  ----------------  ---------------  
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............         7,009,349         2,888,291        25,629,074       24,299,823  
                                    ----------------  ----------------  ----------------  ---------------  
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........           370,757         2,194,628         2,604,900        5,861,547  
   Net transfers (including fixed                                                                          
     account).....................       (1,450,951)         (541,359)      (13,383,801)      (8,628,678)  
   Contract charges...............         (290,764)         (250,601)       (1,759,667)      (1,759,286)  
   Transfers for contract benefits                                                                         
     and terminations.............       (1,786,801)       (1,500,264)      (10,275,135)      (7,011,203)  
                                    ----------------  ----------------  ----------------  ---------------  
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......       (3,157,759)          (97,596)      (22,813,703)     (11,537,620)  
                                    ----------------  ----------------  ----------------  ---------------  
     Net increase (decrease)                                                                               
       in net assets..............         3,851,590         2,790,695         2,815,371       12,762,203  
NET ASSETS:                                                                                                
   Beginning of year..............        24,014,976        21,224,281       177,780,410      165,018,207  
                                    ----------------  ----------------  ----------------  ---------------  
   End of year....................  $     27,866,566  $     24,014,976  $    180,595,781  $   177,780,410  
                                    ================  ================  ================  ===============  



                                     MIST LORD ABBETT BOND DEBENTURE                                       
                                               SUB-ACCOUNT                                                 
                                    ----------------------------------                                     
                                          2013              2012                                           
                                    ----------------  ----------------                                     
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $     12,964,602  $     14,699,205                                     
   Net realized gains (losses)....         4,166,635         1,754,535                                     
   Change in unrealized gains                                                                              
     (losses) on investments......       (1,363,498)        11,202,166                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............        15,767,739        27,655,906                                     
                                    ----------------  ----------------                                     
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         2,945,951         4,758,094                                     
   Net transfers (including fixed                                                                          
     account).....................         3,690,479         2,066,753                                     
   Contract charges...............       (1,551,965)       (1,668,326)                                     
   Transfers for contract benefits                                                                         
     and terminations.............      (27,568,008)      (21,909,684)                                     
                                    ----------------  ----------------                                     
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......      (22,483,543)      (16,753,163)                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
       in net assets..............       (6,715,804)        10,902,743                                     
NET ASSETS:                                                                                                
   Beginning of year..............       266,010,291       255,107,548                                     
                                    ----------------  ----------------                                     
   End of year....................  $    259,294,487  $    266,010,291                                     
                                    ================  ================                                     

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                                                                   MIST MET/FRANKLIN         
                                    MIST MET/EATON VANCE FLOATING RATE         LOW DURATION TOTAL RETURN     
                                                SUB-ACCOUNT                           SUB-ACCOUNT            
                                    ------------------------------------  -----------------------------------
                                          2013               2012               2013               2012      
                                    -----------------  ----------------   -----------------  ----------------
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss).... $       1,167,863  $        893,371   $       (409,213)  $        118,242
   Net realized gains (losses).....           371,454           215,912              31,429            24,752
   Change in unrealized gains                                                                                
     (losses) on investments.......         (202,111)         1,524,996             351,282           737,426
                                    -----------------  ----------------   -----------------  ----------------
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations............         1,337,206         2,634,279            (26,502)           880,420
                                    -----------------  ----------------   -----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners..........         1,243,464         3,005,201           2,247,876         2,001,148
   Net transfers (including fixed                                                                            
     account)......................        31,075,652         7,696,712         100,397,861        15,509,501
   Contract charges................         (606,811)         (455,891)           (860,351)         (372,941)
   Transfers for contract benefits                                                                           
     and terminations..............       (4,130,678)       (2,380,066)         (5,061,682)       (2,070,016)
                                    -----------------  ----------------   -----------------  ----------------
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions......        27,581,627         7,865,956          96,723,704        15,067,692
                                    -----------------  ----------------   -----------------  ----------------
     Net increase (decrease)                                                                                 
        in net assets..............        28,918,833        10,500,235          96,697,202        15,948,112
NET ASSETS:                                                                                                  
   Beginning of year...............        54,197,004        43,696,769          43,609,944        27,661,832
                                    -----------------  ----------------   -----------------  ----------------
   End of year..................... $      83,115,837  $     54,197,004   $     140,307,146  $     43,609,944
                                    =================  ================   =================  ================


                                                   MIST                                                      
                                     MET/TEMPLETON INTERNATIONAL BOND     MIST METLIFE AGGRESSIVE STRATEGY   
                                                SUB-ACCOUNT                          SUB-ACCOUNT             
                                    -----------------------------------  ----------------------------------- 
                                           2013              2012               2013              2012       
                                    -----------------  ----------------  -----------------  ---------------- 
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss).... $         276,907  $      4,814,452  $     (5,162,875)  $    (5,348,850) 
   Net realized gains (losses).....            98,819         (394,426)          8,803,988       (2,155,955) 
   Change in unrealized gains                                                                                
     (losses) on investments.......         (752,953)         1,944,505        141,558,132        83,183,465 
                                    -----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations............         (377,227)         6,364,531        145,199,245        75,678,660 
                                    -----------------  ----------------  -----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners..........           293,635         1,816,115          6,117,615        14,730,577 
   Net transfers (including fixed                                                                            
     account)......................       (1,527,452)           274,897            344,230      (36,687,365) 
   Contract charges................         (704,031)         (735,731)        (4,668,056)       (4,564,800) 
   Transfers for contract benefits                                                                           
     and terminations..............       (2,400,039)       (1,811,827)       (32,065,600)      (28,804,866) 
                                    -----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions......       (4,337,887)         (456,546)       (30,271,811)      (55,326,454) 
                                    -----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease)                                                                                 
        in net assets..............       (4,715,114)         5,907,985        114,927,434        20,352,206 
NET ASSETS:                                                                                                  
   Beginning of year...............        57,001,253        51,093,268        545,044,070       524,691,864 
                                    -----------------  ----------------  -----------------  ---------------- 
   End of year..................... $      52,286,139  $     57,001,253  $     659,971,504  $    545,044,070 
                                    =================  ================  =================  ================ 



                                        MIST METLIFE BALANCED PLUS         MIST METLIFE BALANCED STRATEGY    
                                                SUB-ACCOUNT                          SUB-ACCOUNT             
                                    -----------------------------------  ----------------------------------- 
                                           2013              2012               2013              2012       
                                    -----------------  ----------------  -----------------  ---------------- 
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss).... $    (12,169,666)  $   (51,515,645)  $      32,102,742  $     38,994,505 
   Net realized gains (losses).....       109,386,034                --         83,827,637        19,597,212 
   Change in unrealized gains                                                                                
     (losses) on investments.......       560,925,735       424,121,430      1,085,370,764       737,960,714 
                                    -----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations............       658,142,103       372,605,785      1,201,301,143       796,552,431 
                                    -----------------  ----------------  -----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners..........       512,612,376     1,251,910,858         64,210,282       148,711,444 
   Net transfers (including fixed                                                                            
     account)......................       934,128,079       686,159,234         24,844,873     (193,862,187) 
   Contract charges................      (75,280,741)      (42,151,548)       (69,900,438)      (70,278,541) 
   Transfers for contract benefits                                                                           
     and terminations..............     (168,084,256)      (87,089,575)      (454,179,016)     (399,975,900) 
                                    -----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions......     1,203,375,458     1,808,828,969      (435,024,299)     (515,405,184) 
                                    -----------------  ----------------  -----------------  ---------------- 
     Net increase (decrease)                                                                                 
        in net assets..............     1,861,517,561     2,181,434,754        766,276,844       281,147,247 
NET ASSETS:                                                                                                  
   Beginning of year...............     4,593,209,415     2,411,774,661      7,045,806,333     6,764,659,086 
                                    -----------------  ----------------  -----------------  ---------------- 
   End of year..................... $   6,454,726,976  $  4,593,209,415  $   7,812,083,177  $  7,045,806,333 
                                    =================  ================  =================  ================ 



                                      MIST METLIFE DEFENSIVE STRATEGY                                        
                                                SUB-ACCOUNT                                                  
                                    -----------------------------------                                      
                                          2013               2012                                            
                                    ----------------  -----------------                                      
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss).... $     31,247,477  $      27,979,016                                      
   Net realized gains (losses).....      114,843,713         40,608,351                                      
   Change in unrealized gains                                                                                
     (losses) on investments.......        8,150,548        131,200,155                                      
                                    ----------------  -----------------                                      
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations............      154,241,738        199,787,522                                      
                                    ----------------  -----------------                                      
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners..........       15,258,041         43,475,387                                      
   Net transfers (including fixed                                                                            
     account)......................    (342,355,184)         24,870,720                                      
   Contract charges................     (21,496,345)       (22,681,295)                                      
   Transfers for contract benefits                                                                           
     and terminations..............    (165,714,842)      (141,326,271)                                      
                                    ----------------  -----------------                                      
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions......    (514,308,330)       (95,661,459)                                      
                                    ----------------  -----------------                                      
     Net increase (decrease)                                                                                 
        in net assets..............    (360,066,592)        104,126,063                                      
NET ASSETS:                                                                                                  
   Beginning of year...............    2,332,865,728      2,228,739,665                                      
                                    ----------------  -----------------                                      
   End of year..................... $  1,972,799,136  $   2,332,865,728                                      
                                    ================  =================                                      

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]


                                       MIST METLIFE GROWTH STRATEGY      MIST METLIFE MODERATE STRATEGY   
                                                SUB-ACCOUNT                        SUB-ACCOUNT            
                                    ----------------------------------  ----------------------------------
                                          2013              2012              2013              2012      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $   (12,655,471)  $      1,381,851  $     28,607,761  $     37,131,263
   Net realized gains (losses)....        48,996,687      (22,087,133)        60,925,288        22,204,509
   Change in unrealized gains                                                                             
     (losses) on investments......     1,250,387,461       680,222,228       327,287,238       287,329,954
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............     1,286,728,677       659,516,946       416,820,287       346,665,726
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........        50,551,717       108,087,013        27,247,167        69,079,528
   Net transfers (including fixed                                                                         
     account).....................       738,063,707     (246,783,276)      (46,175,969)      (27,530,545)
   Contract charges...............      (53,238,434)      (48,638,262)      (35,004,574)      (35,285,870)
   Transfers for contract benefits                                                                        
     and terminations.............     (370,695,161)     (283,004,290)     (214,831,807)     (193,516,590)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......       364,681,829     (470,338,815)     (268,765,183)     (187,253,477)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............     1,651,410,506       189,178,131       148,055,104       159,412,249
NET ASSETS:                                                                                               
   Beginning of year..............     5,115,649,012     4,926,470,881     3,483,723,904     3,324,311,655
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $  6,767,059,518  $  5,115,649,012  $  3,631,779,008  $  3,483,723,904
                                    ================  ================  ================  ================


                                                  MIST                                                    
                                    METLIFE MULTI-INDEX TARGETED RISK   MIST MFS EMERGING MARKETS EQUITY  
                                               SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  ----------------------------------
                                          2013            2012 (c)            2013              2012      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $      (699,118)  $        (7,978)  $    (2,103,697)  $    (3,386,337)
   Net realized gains (losses)....         3,617,087                --         1,835,792         1,870,263
   Change in unrealized gains                                                                             
     (losses) on investments......         7,257,662            89,193      (28,154,915)        66,406,442
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............        10,175,631            81,215      (28,422,820)        64,890,368
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........        48,451,797        10,581,513        18,621,868        37,141,675
   Net transfers (including fixed                                                                         
     account).....................       142,884,678           585,564        44,696,703         (611,099)
   Contract charges...............         (796,188)                --       (4,647,330)       (4,426,432)
   Transfers for contract benefits                                                                        
     and terminations.............       (2,006,845)             (313)      (22,864,787)      (17,976,417)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......       188,533,442        11,166,764        35,806,454        14,127,727
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............       198,709,073        11,247,979         7,383,634        79,018,095
NET ASSETS:                                                                                               
   Beginning of year..............        11,247,979                --       448,693,258       369,675,163
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $    209,957,052  $     11,247,979  $    456,076,892  $    448,693,258
                                    ================  ================  ================  ================


                                                                                       MIST               
                                      MIST MFS RESEARCH INTERNATIONAL      MORGAN STANLEY MID CAP GROWTH  
                                                SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ----------------------------------  ----------------------------------
                                          2013              2012              2013              2012      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $      3,181,971  $        858,851  $    (1,696,520)  $    (2,043,749)
   Net realized gains (losses)....           522,322       (3,635,460)         2,455,142           158,086
   Change in unrealized gains                                                                             
     (losses) on investments......        47,772,611        44,865,003        64,718,433        10,495,708
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............        51,476,904        42,088,394        65,477,055         8,610,045
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........         5,992,222        12,899,341        30,911,631        44,704,015
   Net transfers (including fixed                                                                         
     account).....................      (11,184,676)       (5,504,513)       (5,530,092)        10,647,959
   Contract charges...............       (2,476,702)       (2,406,377)       (2,046,240)       (1,253,613)
   Transfers for contract benefits                                                                        
     and terminations.............      (23,934,709)      (21,276,250)      (10,333,215)       (6,020,714)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......      (31,603,865)      (16,287,799)        13,002,084        48,077,647
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............        19,873,039        25,800,595        78,479,139        56,687,692
NET ASSETS:                                                                                               
   Beginning of year..............       311,615,422       285,814,827       166,100,095       109,412,403
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $    331,488,461  $    311,615,422  $    244,579,234  $    166,100,095
                                    ================  ================  ================  ================



                                     MIST OPPENHEIMER GLOBAL EQUITY                                       
                                               SUB-ACCOUNT                                                
                                    ----------------------------------                                    
                                          2013              2012                                          
                                    ----------------  ----------------                                    
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $      (523,132)  $        (7,496)                                    
   Net realized gains (losses)....           471,553            25,191                                    
   Change in unrealized gains                                                                             
     (losses) on investments......        11,622,690         1,707,146                                    
                                    ----------------  ----------------                                    
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............        11,571,111         1,724,841                                    
                                    ----------------  ----------------                                    
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........           974,476            93,332                                    
   Net transfers (including fixed                                                                         
     account).....................        59,782,304            42,419                                    
   Contract charges...............         (334,651)          (47,022)                                    
   Transfers for contract benefits                                                                        
     and terminations.............       (3,578,136)       (1,160,102)                                    
                                    ----------------  ----------------                                    
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......        56,843,993       (1,071,373)                                    
                                    ----------------  ----------------                                    
     Net increase (decrease)                                                                              
       in net assets..............        68,415,104           653,468                                    
NET ASSETS:                                                                                               
   Beginning of year..............         9,983,469         9,330,001                                    
                                    ----------------  ----------------                                    
   End of year....................  $     78,398,573  $      9,983,469                                    
                                    ================  ================                                    

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                                MIST PIMCO                                                                   
                                         INFLATION PROTECTED BOND             MIST PIMCO TOTAL RETURN                        
                                                SUB-ACCOUNT                         SUB-ACCOUNT                              
                                    ----------------------------------  -----------------------------------                  
                                          2013              2012              2013               2012                        
                                    ----------------  ----------------  -----------------  ----------------                  
                                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
   Net investment income (loss)...  $      5,656,555  $     14,248,598  $      57,226,440  $     34,066,251                  
   Net realized gains (losses)....        44,720,235        63,569,905         42,284,668         8,990,391                  
   Change in unrealized gains                                                                                                
     (losses) on investments......     (156,230,192)       (6,836,618)      (175,186,613)       116,050,383                  
                                    ----------------  ----------------  -----------------  ----------------                  
     Net increase (decrease)                                                                                                 
       in net assets resulting                                                                                               
       from operations............     (105,853,402)        70,981,885       (75,675,505)       159,107,025                  
                                    ----------------  ----------------  -----------------  ----------------                  
CONTRACT TRANSACTIONS:                                                                                                       
   Purchase payments received                                                                                                
     from contract owners.........         7,816,286        37,089,098         23,558,528        78,337,791                  
   Net transfers (including fixed                                                                                            
     account).....................      (33,502,041)        43,921,625       (36,143,738)       (4,343,112)                  
   Contract charges...............       (9,760,980)      (10,805,997)       (21,824,762)      (22,953,383)                  
   Transfers for contract benefits                                                                                           
     and terminations.............      (58,283,070)      (56,743,134)      (130,498,036)     (116,536,293)                  
                                    ----------------  ----------------  -----------------  ----------------                  
     Net increase (decrease) in                                                                                              
       net assets resulting from                                                                                             
       contract transactions......      (93,729,805)        13,461,592      (164,908,008)      (65,494,997)                  
                                    ----------------  ----------------  -----------------  ----------------                  
     Net increase (decrease)                                                                                                 
       in net assets..............     (199,583,207)        84,443,477      (240,583,513)        93,612,028                  
NET ASSETS:                                                                                                                  
   Beginning of year..............     1,021,039,296       936,595,819      2,234,370,461     2,140,758,433                  
                                    ----------------  ----------------  -----------------  ----------------                  
   End of year....................  $    821,456,089  $  1,021,039,296  $   1,993,786,948  $  2,234,370,461                  
                                    ================  ================  =================  ================                  



                                             MIST PIONEER FUND             MIST PIONEER STRATEGIC INCOME                     
                                                SUB-ACCOUNT                         SUB-ACCOUNT                              
                                    ----------------------------------  -----------------------------------                  
                                          2013              2012               2013              2012                        
                                    ----------------  ----------------  -----------------  ----------------                  
                                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
   Net investment income (loss)...  $      4,682,697  $        111,876  $      30,105,308  $     23,818,738                  
   Net realized gains (losses)....         4,614,621           453,975          3,348,132         3,201,649                  
   Change in unrealized gains                                                                                                
     (losses) on investments......        61,555,660        15,646,585       (32,752,219)        39,967,597                  
                                    ----------------  ----------------  -----------------  ----------------                  
     Net increase (decrease)                                                                                                 
       in net assets resulting                                                                                               
       from operations............        70,852,978        16,212,436            701,221        66,987,984                  
                                    ----------------  ----------------  -----------------  ----------------                  
CONTRACT TRANSACTIONS:                                                                                                       
   Purchase payments received                                                                                                
     from contract owners.........        28,240,878        44,864,297         95,062,807       151,288,040                  
   Net transfers (including fixed                                                                                            
     account).....................       (4,702,128)         1,427,489         81,921,721        42,203,327                  
   Contract charges...............       (2,681,923)       (1,901,589)        (7,949,861)       (6,040,609)                  
   Transfers for contract benefits                                                                                           
     and terminations.............      (13,997,790)       (9,026,061)       (55,184,071)      (49,923,251)                  
                                    ----------------  ----------------  -----------------  ----------------                  
     Net increase (decrease) in                                                                                              
       net assets resulting from                                                                                             
       contract transactions......         6,859,037        35,364,136        113,850,596       137,527,507                  
                                    ----------------  ----------------  -----------------  ----------------                  
     Net increase (decrease)                                                                                                 
       in net assets..............        77,712,015        51,576,572        114,551,817       204,515,491                  
NET ASSETS:                                                                                                                  
   Beginning of year..............       220,043,655       168,467,083        804,777,040       600,261,549                  
                                    ----------------  ----------------  -----------------  ----------------                  
   End of year....................  $    297,755,670  $    220,043,655  $     919,328,857  $    804,777,040                  
                                    ================  ================  =================  ================                  


                                                                           MIST PYRAMIS                                      
                                      MIST PYRAMIS GOVERNMENT INCOME       MANAGED RISK     MIST SCHRODERS GLOBAL MULTI-ASSET
                                                SUB-ACCOUNT                 SUB-ACCOUNT                SUB-ACCOUNT           
                                    -----------------------------------  ----------------  ----------------------------------
                                          2013              2012             2013 (d)            2013            2012 (b)    
                                    ----------------  -----------------  ----------------  ----------------  ----------------
                                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                                           
FROM OPERATIONS:                                                                                                             
   Net investment income (loss)...  $      1,187,173  $    (10,117,810)  $        251,733  $    (4,795,245)  $        500,116
   Net realized gains (losses)....         2,758,477          1,490,373         1,330,956         2,079,740         3,101,742
   Change in unrealized gains                                                                                                
     (losses) on investments......      (56,847,411)         18,800,148         1,889,489        31,029,531         3,115,131
                                    ----------------  -----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                                                 
       in net assets resulting                                                                                               
       from operations............      (52,901,761)         10,172,711         3,472,178        28,314,026         6,716,989
                                    ----------------  -----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                                       
   Purchase payments received                                                                                                
     from contract owners.........        63,436,489        302,268,640        11,152,445        68,362,808       102,099,034
   Net transfers (including fixed                                                                                            
     account).....................     (213,162,045)        203,505,051        64,918,197       161,034,274        84,640,438
   Contract charges...............      (12,240,571)        (8,518,130)         (309,972)       (4,470,986)         (248,694)
   Transfers for contract benefits                                                                                           
     and terminations.............      (38,279,793)       (29,014,385)         (815,619)       (9,919,594)       (1,322,606)
                                    ----------------  -----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                                              
       net assets resulting from                                                                                             
       contract transactions......     (200,245,920)        468,241,176        74,945,051       215,006,502       185,168,172
                                    ----------------  -----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                                                 
       in net assets..............     (253,147,681)        478,413,887        78,417,229       243,320,528       191,885,161
NET ASSETS:                                                                                                                  
   Beginning of year..............       968,887,238        490,473,351                --       191,885,161                --
                                    ----------------  -----------------  ----------------  ----------------  ----------------
   End of year....................  $    715,739,557  $     968,887,238  $     78,417,229  $    435,205,689  $    191,885,161
                                    ================  =================  ================  ================  ================

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]


                                      MIST SSGA GROWTH AND INCOME ETF           MIST SSGA GROWTH ETF         
                                                SUB-ACCOUNT                          SUB-ACCOUNT             
                                    -----------------------------------  ----------------------------------- 
                                          2013              2012               2013               2012       
                                    ----------------  ----------------   -----------------  ---------------- 
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss)...  $     15,406,854  $     13,091,362   $       2,717,724  $      1,829,679 
   Net realized gains (losses)....        56,799,502        42,136,114          25,386,819        23,356,452 
   Change in unrealized gains                                                                                
     (losses) on investments......        92,923,301        98,280,740          44,458,197        28,469,195 
                                    ----------------  ----------------   -----------------  ---------------- 
     Net increase (decrease)                                                                                 
       in net assets resulting                                                                               
       from operations............       165,129,657       153,508,216          72,562,740        53,655,326 
                                    ----------------  ----------------   -----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners.........        11,860,244        46,035,006           5,978,512        21,002,248 
   Net transfers (including fixed                                                                            
     account).....................      (37,705,533)         (195,586)           6,512,325      (12,945,274) 
   Contract charges...............      (18,210,457)      (18,086,953)         (4,933,205)       (4,790,029) 
   Transfers for contract benefits                                                                           
     and terminations.............      (64,397,713)      (50,499,266)        (18,680,473)      (17,887,141) 
                                    ----------------  ----------------   -----------------  ---------------- 
     Net increase (decrease) in                                                                              
       net assets resulting from                                                                             
       contract transactions......     (108,453,459)      (22,746,799)        (11,122,841)      (14,620,196) 
                                    ----------------  ----------------   -----------------  ---------------- 
     Net increase (decrease)                                                                                 
       in net assets..............        56,676,198       130,761,417          61,439,899        39,035,130 
NET ASSETS:                                                                                                  
   Beginning of year..............     1,521,502,479     1,390,741,062         448,167,959       409,132,829 
                                    ----------------  ----------------   -----------------  ---------------- 
   End of year....................  $  1,578,178,677  $  1,521,502,479   $     509,607,858  $    448,167,959 
                                    ================  ================   =================  ================ 


                                                                                        MIST                 
                                    MIST T. ROWE PRICE LARGE CAP VALUE      T. ROWE PRICE MID CAP GROWTH     
                                                SUB-ACCOUNT                          SUB-ACCOUNT             
                                    -----------------------------------  ----------------------------------- 
                                          2013              2012                2013              2012       
                                    ----------------  ----------------   -----------------  ---------------- 
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss)...  $        274,524  $      (196,934)   $     (7,216,909)  $    (7,430,645) 
   Net realized gains (losses)....        12,380,070       (4,291,658)          44,126,921        66,125,790 
   Change in unrealized gains                                                                                
     (losses) on investments......       154,938,541        84,038,159         116,792,789       (7,225,269) 
                                    ----------------  ----------------   -----------------  ---------------- 
     Net increase (decrease)                                                                                 
       in net assets resulting                                                                               
       from operations............       167,593,135        79,549,567         153,702,801        51,469,876 
                                    ----------------  ----------------   -----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners.........         7,988,896        11,676,417           4,862,681        13,185,984 
   Net transfers (including fixed                                                                            
     account).....................         4,058,593      (16,072,648)        (21,028,467)       (5,883,360) 
   Contract charges...............       (3,122,742)       (2,725,048)         (4,805,296)       (4,454,613) 
   Transfers for contract benefits                                                                           
     and terminations.............      (55,363,943)      (42,677,000)        (31,385,247)      (25,927,937) 
                                    ----------------  ----------------   -----------------  ---------------- 
     Net increase (decrease) in                                                                              
       net assets resulting from                                                                             
       contract transactions......      (46,439,196)      (49,798,279)        (52,356,329)      (23,079,926) 
                                    ----------------  ----------------   -----------------  ---------------- 
     Net increase (decrease)                                                                                 
       in net assets..............       121,153,939        29,751,288         101,346,472        28,389,950 
NET ASSETS:                                                                                                  
   Beginning of year..............       536,790,380       507,039,092         467,536,275       439,146,325 
                                    ----------------  ----------------   -----------------  ---------------- 
   End of year....................  $    657,944,319  $    536,790,380   $     568,882,747  $    467,536,275 
                                    ================  ================   =================  ================ 


                                                   MIST                                  MSF                 
                                       THIRD AVENUE SMALL CAP VALUE      BAILLIE GIFFORD INTERNATIONAL STOCK 
                                                SUB-ACCOUNT                          SUB-ACCOUNT             
                                    -----------------------------------  ------------------------------------
                                          2013              2012                2013              2012       
                                    ----------------  -----------------   ----------------  ---------------- 
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss)...  $    (1,972,508)  $     (4,874,313)   $    (3,165,848)  $       (13,133) 
   Net realized gains (losses)....        14,422,998          4,677,378          1,385,436         (385,254) 
   Change in unrealized gains                                                                                
     (losses) on investments......        71,078,415         44,432,620         31,198,214           847,778 
                                    ----------------  -----------------   ----------------  ---------------- 
     Net increase (decrease)                                                                                 
       in net assets resulting                                                                               
       from operations............        83,528,905         44,235,685         29,417,802           449,391 
                                    ----------------  -----------------   ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners.........         2,497,715          6,340,050          1,422,162             3,449 
   Net transfers (including fixed                                                                            
     account).....................      (16,141,981)       (30,637,666)        282,688,482            78,870 
   Contract charges...............       (2,257,569)        (2,277,977)        (2,205,156)             (851) 
   Transfers for contract benefits                                                                           
     and terminations.............      (24,465,425)       (20,652,202)       (10,455,850)         (748,795) 
                                    ----------------  -----------------   ----------------  ---------------- 
     Net increase (decrease) in                                                                              
       net assets resulting from                                                                             
       contract transactions......      (40,367,260)       (47,227,795)        271,449,638         (667,327) 
                                    ----------------  -----------------   ----------------  ---------------- 
     Net increase (decrease)                                                                                 
       in net assets..............        43,161,645        (2,992,110)        300,867,440         (217,936) 
NET ASSETS:                                                                                                  
   Beginning of year..............       287,540,317        290,532,427          2,585,607         2,803,543 
                                    ----------------  -----------------   ----------------  ---------------- 
   End of year....................  $    330,701,962  $     287,540,317   $    303,453,047  $      2,585,607 
                                    ================  =================   ================  ================ 



                                     MSF BARCLAYS AGGREGATE BOND INDEX                                       
                                                SUB-ACCOUNT                                                  
                                    -----------------------------------                                      
                                           2013              2012                                            
                                    -----------------  ----------------                                      
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss)...  $       2,684,004  $      2,743,171                                      
   Net realized gains (losses)....          (145,067)           313,783                                      
   Change in unrealized gains                                                                                
     (losses) on investments......        (8,883,122)         (228,315)                                      
                                    -----------------  ----------------                                      
     Net increase (decrease)                                                                                 
       in net assets resulting                                                                               
       from operations............        (6,344,185)         2,828,639                                      
                                    -----------------  ----------------                                      
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners.........         11,149,289         8,092,766                                      
   Net transfers (including fixed                                                                            
     account).....................         15,951,296        18,316,110                                      
   Contract charges...............        (1,698,851)       (1,557,565)                                      
   Transfers for contract benefits                                                                           
     and terminations.............        (8,039,466)       (6,300,163)                                      
                                    -----------------  ----------------                                      
     Net increase (decrease) in                                                                              
       net assets resulting from                                                                             
       contract transactions......         17,362,268        18,551,148                                      
                                    -----------------  ----------------                                      
     Net increase (decrease)                                                                                 
       in net assets..............         11,018,083        21,379,787                                      
NET ASSETS:                                                                                                  
   Beginning of year..............        151,553,766       130,173,979                                      
                                    -----------------  ----------------                                      
   End of year....................  $     162,571,849  $    151,553,766                                      
                                    =================  ================                                      

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                                                                        MSF                                 
                                         MSF BLACKROCK BOND INCOME        BLACKROCK CAPITAL APPRECIATION                    
                                                SUB-ACCOUNT                         SUB-ACCOUNT                             
                                    ----------------------------------  ----------------------------------                  
                                          2013              2012              2013              2012                        
                                    ----------------  ----------------  ----------------  ----------------                  
                                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
   Net investment income (loss)...  $      1,256,228  $        421,147  $      (112,438)  $      (164,210)                  
   Net realized gains (losses)....         1,515,855           610,488           691,188           625,272                  
   Change in unrealized gains                                                                                               
     (losses) on investments......       (4,322,733)         1,764,307         3,229,055         1,002,738                  
                                    ----------------  ----------------  ----------------  ----------------                  
     Net increase (decrease)                                                                                                
       in net assets resulting                                                                                              
       from operations............       (1,550,650)         2,795,942         3,807,805         1,463,800                  
                                    ----------------  ----------------  ----------------  ----------------                  
CONTRACT TRANSACTIONS:                                                                                                      
   Purchase payments received                                                                                               
     from contract owners.........         5,100,261         7,467,492         1,032,741         1,584,174                  
   Net transfers (including fixed                                                                                           
     account).....................         1,673,798         3,261,765          (69,939)       (1,606,379)                  
   Contract charges...............         (567,749)         (523,968)         (108,766)          (99,934)                  
   Transfers for contract benefits                                                                                          
     and terminations.............       (5,292,686)       (4,651,283)       (1,221,109)         (858,701)                  
                                    ----------------  ----------------  ----------------  ----------------                  
     Net increase (decrease) in                                                                                             
       net assets resulting from                                                                                            
       contract transactions......           913,624         5,554,006         (367,073)         (980,840)                  
                                    ----------------  ----------------  ----------------  ----------------                  
     Net increase (decrease)                                                                                                
       in net assets..............         (637,026)         8,349,948         3,440,732           482,960                  
NET ASSETS:                                                                                                                 
   Beginning of year..............        57,888,933        49,538,985        11,831,610        11,348,650                  
                                    ----------------  ----------------  ----------------  ----------------                  
   End of year....................  $     57,251,907  $     57,888,933  $     15,272,342  $     11,831,610                  
                                    ================  ================  ================  ================                  



                                       MSF BLACKROCK LARGE CAP VALUE        MSF BLACKROCK MONEY MARKET                      
                                                SUB-ACCOUNT                         SUB-ACCOUNT                             
                                    ----------------------------------  ----------------------------------                  
                                          2013              2012              2013              2012                        
                                    ----------------  ----------------  ----------------  ----------------                  
                                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
   Net investment income (loss)...  $          1,769  $          7,990  $    (8,012,597)  $    (9,036,407)                  
   Net realized gains (losses)....           196,427           387,537                --                --                  
   Change in unrealized gains                                                                                               
     (losses) on investments......           706,190          (36,111)                --                --                  
                                    ----------------  ----------------  ----------------  ----------------                  
     Net increase (decrease)                                                                                                
       in net assets resulting                                                                                              
       from operations............           904,386           359,416       (8,012,597)       (9,036,407)                  
                                    ----------------  ----------------  ----------------  ----------------                  
CONTRACT TRANSACTIONS:                                                                                                      
   Purchase payments received                                                                                               
     from contract owners.........           170,505           199,805        35,808,232        73,504,419                  
   Net transfers (including fixed                                                                                           
     account).....................           180,009         (190,041)       (7,315,471)       (7,665,689)                  
   Contract charges...............             (147)             (160)       (5,349,795)       (5,431,164)                  
   Transfers for contract benefits                                                                                          
     and terminations.............         (439,359)         (282,152)     (122,897,380)     (115,886,270)                  
                                    ----------------  ----------------  ----------------  ----------------                  
     Net increase (decrease) in                                                                                             
       net assets resulting from                                                                                            
       contract transactions......          (88,992)         (272,548)      (99,754,414)      (55,478,704)                  
                                    ----------------  ----------------  ----------------  ----------------                  
     Net increase (decrease)                                                                                                
       in net assets..............           815,394            86,868     (107,767,011)      (64,515,111)                  
NET ASSETS:                                                                                                                 
   Beginning of year..............         2,977,532         2,890,664       569,109,901       633,625,012                  
                                    ----------------  ----------------  ----------------  ----------------                  
   End of year....................  $      3,792,926  $      2,977,532  $    461,342,890  $    569,109,901                  
                                    ================  ================  ================  ================                  


                                                                          MSF FRONTIER                                      
                                          MSF DAVIS VENTURE VALUE        MID CAP GROWTH           MSF JENNISON GROWTH       
                                                SUB-ACCOUNT                SUB-ACCOUNT                SUB-ACCOUNT           
                                    ----------------------------------  ----------------  ----------------------------------
                                          2013              2012            2013 (d)            2013              2012      
                                    ----------------  ----------------  ----------------  ----------------  ----------------
                                                                                                                            
INCREASE (DECREASE) IN NET ASSETS:                                                                                          
FROM OPERATIONS:                                                                                                            
   Net investment income (loss)...  $    (2,024,413)  $    (5,420,518)  $      (897,791)  $    (7,335,002)  $    (6,766,082)
   Net realized gains (losses)....        40,523,317        16,667,444         1,222,819        20,299,862        52,244,975
   Change in unrealized gains                                                                                               
     (losses) on investments......       130,538,788        50,920,457        14,503,587       145,943,839      (18,349,887)
                                    ----------------  ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                                                
       in net assets resulting                                                                                              
       from operations............       169,037,692        62,167,383        14,828,615       158,908,699        27,129,006
                                    ----------------  ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                                      
   Purchase payments received                                                                                               
     from contract owners.........         5,918,436        14,661,575           339,204         3,447,603        10,762,342
   Net transfers (including fixed                                                                                           
     account).....................      (37,323,562)      (59,639,705)        73,026,037       (2,923,592)       213,225,860
   Contract charges...............       (4,862,149)       (5,059,157)         (461,156)       (3,962,178)       (3,408,013)
   Transfers for contract benefits                                                                                          
     and terminations.............      (46,536,304)      (38,956,468)       (4,081,537)      (38,611,159)      (27,116,459)
                                    ----------------  ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                                             
       net assets resulting from                                                                                            
       contract transactions......      (82,803,579)      (88,993,755)        68,822,548      (42,049,326)       193,463,730
                                    ----------------  ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                                                
       in net assets..............        86,234,113      (26,826,372)        83,651,163       116,859,373       220,592,736
NET ASSETS:                                                                                                                 
   Beginning of year..............       572,327,325       599,153,697                --       468,764,846       248,172,110
                                    ----------------  ----------------  ----------------  ----------------  ----------------
   End of year....................  $    658,561,438  $    572,327,325  $     83,651,163  $    585,624,219  $    468,764,846
                                    ================  ================  ================  ================  ================

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                                                                         MSF                 
                                     MSF LOOMIS SAYLES SMALL CAP CORE      LOOMIS SAYLES SMALL CAP GROWTH    
                                                SUB-ACCOUNT                          SUB-ACCOUNT             
                                    -----------------------------------  ----------------------------------  
                                          2013              2012               2013            2012 (b)      
                                    ----------------  -----------------  ----------------  ----------------  
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss)...  $      (200,052)  $       (204,728)  $        (1,411)  $          (109)  
   Net realized gains (losses)....         1,982,997            586,780            10,812                 1  
   Change in unrealized gains                                                                                
     (losses) on investments......         2,464,698            882,105            37,804             1,023  
                                    ----------------  -----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations...........         4,247,643          1,264,157            47,205               915  
                                    ----------------  -----------------  ----------------  ----------------  
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners.........           344,417          1,667,845            71,019            37,207  
   Net transfers (including fixed                                                                            
     account).....................       (1,074,960)          (236,709)            72,654             2,807  
   Contract charges...............         (173,285)          (146,127)             (292)                --  
   Transfers for contract benefits                                                                           
     and terminations.............       (1,065,267)          (534,188)           (4,711)               (2)  
                                    ----------------  -----------------  ----------------  ----------------  
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions.....       (1,969,095)            750,821           138,670            40,012  
                                    ----------------  -----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                 
        in net assets.............         2,278,548          2,014,978           185,875            40,927  
NET ASSETS:                                                                                                  
   Beginning of year..............        12,332,225         10,317,247            40,927                --  
                                    ----------------  -----------------  ----------------  ----------------  
   End of year....................  $     14,610,773  $      12,332,225  $        226,802  $         40,927  
                                    ================  =================  ================  ================  


                                                                                MSF MET/DIMENSIONAL          
                                      MSF MET/ARTISAN MID CAP VALUE         INTERNATIONAL SMALL COMPANY      
                                               SUB-ACCOUNT                          SUB-ACCOUNT              
                                    ----------------------------------  -----------------------------------  
                                          2013              2012               2013              2012        
                                    ----------------  ----------------  -----------------  ----------------  
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss)...  $    (2,081,656)  $    (1,777,619)  $          75,530  $        301,440  
   Net realized gains (losses)....         2,704,503       (3,905,883)          2,053,871         3,990,436  
   Change in unrealized gains                                                                                
     (losses) on investments......        71,939,639        26,191,820         11,472,763         3,392,556  
                                    ----------------  ----------------  -----------------  ----------------  
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations...........        72,562,486        20,508,318         13,602,164         7,684,432  
                                    ----------------  ----------------  -----------------  ----------------  
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners.........         2,406,731         4,670,705            946,915         2,031,164  
   Net transfers (including fixed                                                                            
     account).....................        15,760,862       (4,614,193)          2,187,268       (1,495,504)  
   Contract charges...............       (1,572,787)       (1,472,349)          (559,879)         (519,052)  
   Transfers for contract benefits                                                                           
     and terminations.............      (20,643,858)      (17,348,925)        (2,632,342)       (2,307,911)  
                                    ----------------  ----------------  -----------------  ----------------  
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions.....       (4,049,052)      (18,764,762)           (58,038)       (2,291,303)  
                                    ----------------  ----------------  -----------------  ----------------  
     Net increase (decrease)                                                                                 
        in net assets.............        68,513,434         1,743,556         13,544,126         5,393,129  
NET ASSETS:                                                                                                  
   Beginning of year..............       217,257,576       215,514,020         52,618,293        47,225,164  
                                    ----------------  ----------------  -----------------  ----------------  
   End of year....................  $    285,771,010  $    217,257,576  $      66,162,419  $     52,618,293  
                                    ================  ================  =================  ================  


                                                                                      MSF METLIFE            
                                    MSF METLIFE CONSERVATIVE ALLOCATION   CONSERVATIVE TO MODERATE ALLOCATION
                                                SUB-ACCOUNT                           SUB-ACCOUNT            
                                    ------------------------------------  -----------------------------------
                                          2013               2012               2013              2012       
                                    -----------------  ----------------   ----------------  ---------------- 
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss)...  $         123,598  $        152,780   $         60,178  $         85,571 
   Net realized gains (losses)....            324,295           493,943            205,663           122,762 
   Change in unrealized gains                                                                                
     (losses) on investments......          (227,599)            57,363            395,866           444,706 
                                    -----------------  ----------------   ----------------  ---------------- 
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations...........            220,294           704,086            661,707           653,039 
                                    -----------------  ----------------   ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners.........                 --            26,093                 --             7,045 
   Net transfers (including fixed                                                                            
     account).....................          (726,171)         (539,314)            151,035           495,113 
   Contract charges...............           (83,224)          (83,156)           (63,032)          (61,615) 
   Transfers for contract benefits                                                                           
     and terminations.............        (1,568,517)         (848,031)          (594,121)         (660,740) 
                                    -----------------  ----------------   ----------------  ---------------- 
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions.....        (2,377,912)       (1,444,408)          (506,118)         (220,197) 
                                    -----------------  ----------------   ----------------  ---------------- 
     Net increase (decrease)                                                                                 
        in net assets.............        (2,157,618)         (740,322)            155,589           432,842 
NET ASSETS:                                                                                                  
   Beginning of year..............          9,655,026        10,395,348          7,576,787         7,143,945 
                                    -----------------  ----------------   ----------------  ---------------- 
   End of year....................  $       7,497,408  $      9,655,026   $      7,732,376  $      7,576,787 
                                    =================  ================   ================  ================ 



                                      MSF METLIFE MID CAP STOCK INDEX                                        
                                                SUB-ACCOUNT                                                  
                                    -----------------------------------                                      
                                          2013               2012                                            
                                    -----------------  ----------------                                      
                                                                                                             
INCREASE (DECREASE) IN NET ASSETS:                                                                           
FROM OPERATIONS:                                                                                             
   Net investment income (loss)...  $       (566,013)  $      (572,617)                                      
   Net realized gains (losses)....          6,964,753         4,370,936                                      
   Change in unrealized gains                                                                                
     (losses) on investments......         23,599,476         8,138,980                                      
                                    -----------------  ----------------                                      
     Net increase (decrease)                                                                                 
        in net assets resulting                                                                              
        from operations...........         29,998,216        11,937,299                                      
                                    -----------------  ----------------                                      
CONTRACT TRANSACTIONS:                                                                                       
   Purchase payments received                                                                                
     from contract owners.........          3,805,517         5,096,199                                      
   Net transfers (including fixed                                                                            
     account).....................          9,018,341       (1,239,620)                                      
   Contract charges...............          (966,588)         (736,669)                                      
   Transfers for contract benefits                                                                           
     and terminations.............        (4,961,109)       (3,873,437)                                      
                                    -----------------  ----------------                                      
     Net increase (decrease) in                                                                              
        net assets resulting from                                                                            
        contract transactions.....          6,896,161         (753,527)                                      
                                    -----------------  ----------------                                      
     Net increase (decrease)                                                                                 
        in net assets.............         36,894,377        11,183,772                                      
NET ASSETS:                                                                                                  
   Beginning of year..............         88,989,701        77,805,929                                      
                                    -----------------  ----------------                                      
   End of year....................  $     125,884,078  $     88,989,701                                      
                                    =================  ================                                      

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                                                                    MSF METLIFE            
                                      MSF METLIFE MODERATE ALLOCATION    MODERATE TO AGGRESSIVE ALLOCATION 
                                                SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  -----------------------------------
                                          2013              2012              2013              2012       
                                    ----------------  ----------------  ----------------  ---------------- 
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $        111,426  $        277,463  $      (147,761)  $         87,401 
   Net realized gains (losses)....         1,018,931           338,723           927,158          (18,329) 
   Change in unrealized gains                                                                              
     (losses) on investments......         5,244,250         3,990,206        10,180,246         6,305,708 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............         6,374,607         4,606,392        10,959,643         6,374,780 
                                    ----------------  ----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........           333,489           235,760           209,284           490,083 
   Net transfers (including fixed                                                                          
     account).....................           189,896       (2,028,081)       (1,014,032)         (857,665) 
   Contract charges...............         (368,244)         (397,645)         (511,319)         (518,714) 
   Transfers for contract benefits                                                                         
     and terminations.............       (3,563,775)       (5,009,708)       (4,103,646)       (2,489,601) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......       (3,408,634)       (7,199,674)       (5,419,713)       (3,375,897) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets..............         2,965,973       (2,593,282)         5,539,930         2,998,883 
NET ASSETS:                                                                                                
   Beginning of year..............        41,689,448        44,282,730        51,720,857        48,721,974 
                                    ----------------  ----------------  ----------------  ---------------- 
   End of year....................  $     44,655,421  $     41,689,448  $     57,260,787  $     51,720,857 
                                    ================  ================  ================  ================ 



                                          MSF METLIFE STOCK INDEX              MSF MFS TOTAL RETURN        
                                                SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  ---------------------------------- 
                                          2013              2012              2013              2012       
                                    ----------------  ----------------  ----------------  ---------------- 
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $        126,616  $      (576,725)  $        297,490  $        424,862 
   Net realized gains (losses)....        23,490,755        16,988,226           439,651         (156,072) 
   Change in unrealized gains                                                                              
     (losses) on investments......       106,939,595        36,899,374         5,520,960         3,058,830 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............       130,556,966        53,310,875         6,258,101         3,327,620 
                                    ----------------  ----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         9,905,483        13,972,783         2,347,250         2,818,361 
   Net transfers (including fixed                                                                          
     account).....................        10,729,964        52,688,716         5,946,371         (315,421) 
   Contract charges...............       (3,364,435)       (2,778,637)         (195,752)         (109,645) 
   Transfers for contract benefits                                                                         
     and terminations.............      (33,312,519)      (26,428,489)       (3,656,176)       (6,767,115) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......      (16,041,507)        37,454,373         4,441,693       (4,373,820) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets..............       114,515,459        90,765,248        10,699,794       (1,046,200) 
NET ASSETS:                                                                                                
   Beginning of year..............       446,759,028       355,993,780        35,344,618        36,390,818 
                                    ----------------  ----------------  ----------------  ---------------- 
   End of year....................  $    561,274,487  $    446,759,028  $     46,044,412  $     35,344,618 
                                    ================  ================  ================  ================ 



                                               MSF MFS VALUE                   MSF MSCI EAFE INDEX         
                                                SUB-ACCOUNT                        SUB-ACCOUNT             
                                    ---------------------------------  ----------------------------------  
                                          2013             2012              2013              2012        
                                    ----------------  ---------------  ----------------  ----------------  
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $    (1,920,146)  $       114,295  $      1,388,628  $      1,054,723  
   Net realized gains (losses)....         5,190,690        1,137,911         1,008,944         (680,643)  
   Change in unrealized gains                                                                              
     (losses) on investments......        43,048,658        5,105,739        15,456,919        11,210,227  
                                    ----------------  ---------------  ----------------  ----------------  
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............        46,319,202        6,357,945        17,854,491        11,584,307  
                                    ----------------  ---------------  ----------------  ----------------  
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         3,226,292        4,333,740         3,337,616         5,049,892  
   Net transfers (including fixed                                                                          
     account).....................       176,696,995      (2,214,337)        14,653,612         (493,052)  
   Contract charges...............       (1,727,489)        (405,280)         (946,782)         (714,896)  
   Transfers for contract benefits                                                                         
     and terminations.............      (12,316,297)      (3,551,720)       (4,106,316)       (3,180,913)  
                                    ----------------  ---------------  ----------------  ----------------  
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......       165,879,501      (1,837,597)        12,938,130           661,031  
                                    ----------------  ---------------  ----------------  ----------------  
     Net increase (decrease)                                                                               
       in net assets..............       212,198,703        4,520,348        30,792,621        12,245,338  
NET ASSETS:                                                                                                
   Beginning of year..............        48,275,261       43,754,913        81,404,548        69,159,210  
                                    ----------------  ---------------  ----------------  ----------------  
   End of year....................  $    260,473,964  $    48,275,261  $    112,197,169  $     81,404,548  
                                    ================  ===============  ================  ================  



                                      MSF NEUBERGER BERMAN GENESIS                                         
                                               SUB-ACCOUNT                                                 
                                    ----------------------------------                                     
                                          2013              2012                                           
                                    ----------------  ----------------                                     
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $    (1,702,008)  $      (124,305)                                     
   Net realized gains (losses)....         2,307,614         (160,855)                                     
   Change in unrealized gains                                                                              
     (losses) on investments......        36,584,374         1,235,418                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............        37,189,980           950,258                                     
                                    ----------------  ----------------                                     
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         1,534,745         1,660,390                                     
   Net transfers (including fixed                                                                          
     account).....................       130,824,603       (1,236,464)                                     
   Contract charges...............         (883,958)          (14,681)                                     
   Transfers for contract benefits                                                                         
     and terminations.............       (8,216,818)         (827,588)                                     
                                    ----------------  ----------------                                     
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......       123,258,572         (418,343)                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
       in net assets..............       160,448,552           531,915                                     
NET ASSETS:                                                                                                
   Beginning of year..............        11,798,908        11,266,993                                     
                                    ----------------  ----------------                                     
   End of year....................  $    172,247,460  $     11,798,908                                     
                                    ================  ================                                     

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                                                                       MSF                
                                          MSF RUSSELL 2000 INDEX         T. ROWE PRICE LARGE CAP GROWTH   
                                                SUB-ACCOUNT                        SUB-ACCOUNT            
                                    ----------------------------------  ----------------------------------
                                          2013              2012              2013              2012      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $      (279,727)  $      (489,405)  $    (1,361,307)  $       (26,562)
   Net realized gains (losses)....         2,980,519         3,012,181         1,274,164           134,449
   Change in unrealized gains                                                                             
     (losses) on investments......        32,072,788         8,632,997        29,734,972           129,142
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............        34,773,580        11,155,773        29,647,829           237,029
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........         3,036,517         4,246,140         1,216,598             3,080
   Net transfers (including fixed                                                                         
     account).....................        17,108,088        16,541,440       125,845,085           255,979
   Contract charges...............         (979,907)         (752,572)         (670,738)             (569)
   Transfers for contract benefits                                                                        
     and terminations.............       (4,618,795)       (3,521,274)       (5,610,315)         (459,528)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......        14,545,903        16,513,734       120,780,630         (201,038)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............        49,319,483        27,669,507       150,428,459            35,991
NET ASSETS:                                                                                               
   Beginning of year..............        91,750,975        64,081,468         1,501,612         1,465,621
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $    141,070,458  $     91,750,975  $    151,930,071  $      1,501,612
                                    ================  ================  ================  ================


                                                   MSF                                 MSF                
                                     T. ROWE PRICE SMALL CAP GROWTH     VAN ECK GLOBAL NATURAL RESOURCES  
                                               SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  ----------------------------------
                                          2013              2012              2013              2012      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $      (118,410)  $      (120,658)  $      (992,724)  $    (1,735,261)
   Net realized gains (losses)....         1,190,765         1,108,096       (2,668,683)         5,438,424
   Change in unrealized gains                                                                             
     (losses) on investments......         2,047,671            44,932        13,797,608       (1,471,349)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............         3,120,026         1,032,370        10,136,201         2,231,814
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........           217,643           162,113           944,635         3,689,394
   Net transfers (including fixed                                                                         
     account).....................            76,680         (200,702)      (11,189,728)         4,851,544
   Contract charges...............          (65,804)          (62,062)       (1,460,573)       (1,484,490)
   Transfers for contract benefits                                                                        
     and terminations.............         (634,727)         (622,866)       (3,878,019)       (3,724,214)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......         (406,208)         (723,517)      (15,583,685)         3,332,234
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............         2,713,818           308,853       (5,447,484)         5,564,048
NET ASSETS:                                                                                               
   Beginning of year..............         7,808,995         7,500,142       111,896,983       106,332,935
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $     10,522,813  $      7,808,995  $    106,449,499  $    111,896,983
                                    ================  ================  ================  ================


                                                MSF WESTERN                                               
                                     ASSET MANAGEMENT U.S. GOVERNMENT        NEUBERGER BERMAN GENESIS     
                                                SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ----------------------------------  ----------------------------------
                                          2013              2012              2013              2012      
                                    ----------------  ----------------  ----------------  ----------------
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $      1,546,993  $      1,122,805  $           (53)  $           (52)
   Net realized gains (losses)....            12,769           531,096               749               348
   Change in unrealized gains                                                                             
     (losses) on investments......       (8,825,000)         2,934,349             2,197               363
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............       (7,265,238)         4,588,250             2,893               659
                                    ----------------  ----------------  ----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........        17,581,036        39,776,656                --                --
   Net transfers (including fixed                                                                         
     account).....................       (7,036,962)         8,514,246                --                --
   Contract charges...............       (3,057,823)       (2,890,949)                --                --
   Transfers for contract benefits                                                                        
     and terminations.............      (21,660,910)      (22,207,896)               (3)               (1)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......      (14,174,659)        23,192,057               (3)               (1)
                                    ----------------  ----------------  ----------------  ----------------
     Net increase (decrease)                                                                              
       in net assets..............      (21,439,897)        27,780,307             2,890               658
NET ASSETS:                                                                                               
   Beginning of year..............       313,310,285       285,529,978             8,101             7,443
                                    ----------------  ----------------  ----------------  ----------------
   End of year....................  $    291,870,388  $    313,310,285  $         10,991  $          8,101
                                    ================  ================  ================  ================



                                        OPPENHEIMER VA CORE BOND                                          
                                               SUB-ACCOUNT                                                
                                    ----------------------------------                                    
                                          2013              2012                                          
                                    ----------------  ----------------                                    
                                                                                                          
INCREASE (DECREASE) IN NET ASSETS:                                                                        
FROM OPERATIONS:                                                                                          
   Net investment income (loss)...  $            335  $            311                                    
   Net realized gains (losses)....             (126)             (598)                                    
   Change in unrealized gains                                                                             
     (losses) on investments......             (342)             1,084                                    
                                    ----------------  ----------------                                    
     Net increase (decrease)                                                                              
       in net assets resulting                                                                            
       from operations............             (133)               797                                    
                                    ----------------  ----------------                                    
CONTRACT TRANSACTIONS:                                                                                    
   Purchase payments received                                                                             
     from contract owners.........                --                --                                    
   Net transfers (including fixed                                                                         
     account).....................                --                --                                    
   Contract charges...............                --                --                                    
   Transfers for contract benefits                                                                        
     and terminations.............             (279)           (1,889)                                    
                                    ----------------  ----------------                                    
     Net increase (decrease) in                                                                           
       net assets resulting from                                                                          
       contract transactions......             (279)           (1,889)                                    
                                    ----------------  ----------------                                    
     Net increase (decrease)                                                                              
       in net assets..............             (412)           (1,092)                                    
NET ASSETS:                                                                                               
   Beginning of year..............             9,058            10,150                                    
                                    ----------------  ----------------                                    
   End of year....................  $          8,646  $          9,058                                    
                                    ================  ================                                    

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                             OPPENHEIMER VA                                                
                                         GLOBAL STRATEGIC INCOME            OPPENHEIMER VA MAIN STREET     
                                               SUB-ACCOUNT                          SUB-ACCOUNT            
                                    ----------------------------------  -----------------------------------
                                          2013              2012              2013               2012      
                                    ----------------  ----------------  ----------------  -----------------
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $            164  $            199  $          (280)  $           (512)
   Net realized gains (losses)....                 8                54             1,403              4,748
   Change in unrealized gains                                                                              
     (losses) on investments......             (240)               229            23,373             10,567
                                    ----------------  ----------------  ----------------  -----------------
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............              (68)               482            24,496             14,803
                                    ----------------  ----------------  ----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........                --                --                --                 --
   Net transfers (including fixed                                                                          
     account).....................                --                 5                --                 --
   Contract charges...............                --                --                --                 --
   Transfers for contract benefits                                                                         
     and terminations.............               (2)                --           (4,120)           (38,440)
                                    ----------------  ----------------  ----------------  -----------------
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......               (2)                 5           (4,120)           (38,440)
                                    ----------------  ----------------  ----------------  -----------------
     Net increase (decrease)                                                                               
       in net assets..............              (70)               487            20,376           (23,637)
NET ASSETS:                                                                                                
   Beginning of year..............             4,562             4,075            83,663            107,300
                                    ----------------  ----------------  ----------------  -----------------
   End of year....................  $          4,492  $          4,562  $        104,039  $          83,663
                                    ================  ================  ================  =================


                                             OPPENHEIMER VA                                                
                                          MAIN STREET SMALL CAP                OPPENHEIMER VA MONEY        
                                               SUB-ACCOUNT                          SUB-ACCOUNT            
                                    ----------------------------------  ---------------------------------- 
                                          2013              2012              2013              2012       
                                    ----------------  ----------------  ----------------  ---------------- 
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $      (725,297)  $      (928,472)  $          (102)  $        (1,590) 
   Net realized gains (losses)....         6,330,488         1,063,609                --                -- 
   Change in unrealized gains                                                                              
     (losses) on investments......        30,298,071        13,086,051                --                -- 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............        35,903,262        13,221,188             (102)           (1,590) 
                                    ----------------  ----------------  ----------------  ---------------- 
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........         7,423,119         7,613,898                --                -- 
   Net transfers (including fixed                                                                          
     account).....................       (9,338,929)       (1,388,199)                --                -- 
   Contract charges...............       (1,036,361)         (862,843)                --                -- 
   Transfers for contract benefits                                                                         
     and terminations.............       (5,997,839)       (3,986,210)         (108,863)             (154) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......       (8,950,010)         1,376,646         (108,863)             (154) 
                                    ----------------  ----------------  ----------------  ---------------- 
     Net increase (decrease)                                                                               
       in net assets..............        26,953,252        14,597,834         (108,965)           (1,744) 
NET ASSETS:                                                                                                
   Beginning of year..............        96,092,155        81,494,321           112,965           114,709 
                                    ----------------  ----------------  ----------------  ---------------- 
   End of year....................  $    123,045,407  $     96,092,155  $          4,000  $        112,965 
                                    ================  ================  ================  ================ 



                                       PIONEER VCT DISCIPLINED VALUE       PIONEER VCT EMERGING MARKETS    
                                                SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  -----------------------------------
                                          2013              2012               2013              2012      
                                    ----------------  ----------------  -----------------  ----------------
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $          1,598  $       (11,306)  $         (4,954)  $       (11,558)
   Net realized gains (losses)....           284,647            39,918              (140)            25,278
   Change in unrealized gains                                                                              
     (losses) on investments......           226,657           154,904           (21,981)            54,203
                                    ----------------  ----------------  -----------------  ----------------
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............           512,902           183,516           (27,075)            67,923
                                    ----------------  ----------------  -----------------  ----------------
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........             2,355             3,689              1,280             3,564
   Net transfers (including fixed                                                                          
     account).....................         (515,063)           (8,654)             14,296            97,437
   Contract charges...............          (26,379)          (24,154)            (8,404)           (8,283)
   Transfers for contract benefits                                                                         
     and terminations.............         (107,501)          (53,735)           (49,534)          (75,321)
                                    ----------------  ----------------  -----------------  ----------------
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......         (646,588)          (82,854)           (42,362)            17,397
                                    ----------------  ----------------  -----------------  ----------------
     Net increase (decrease)                                                                               
       in net assets..............         (133,686)           100,662           (69,437)            85,320
NET ASSETS:                                                                                                
   Beginning of year..............         2,136,823         2,036,161            791,020           705,700
                                    ----------------  ----------------  -----------------  ----------------
   End of year....................  $      2,003,137  $      2,136,823  $         721,583  $        791,020
                                    ================  ================  =================  ================



                                         PIONEER VCT EQUITY INCOME                                         
                                                SUB-ACCOUNT                                                
                                    ----------------------------------                                     
                                          2013              2012                                           
                                    ----------------  ----------------                                     
                                                                                                           
INCREASE (DECREASE) IN NET ASSETS:                                                                         
FROM OPERATIONS:                                                                                           
   Net investment income (loss)...  $          3,468  $         11,313                                     
   Net realized gains (losses)....            17,885             4,300                                     
   Change in unrealized gains                                                                              
     (losses) on investments......           119,241            22,355                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
       in net assets resulting                                                                             
       from operations............           140,594            37,968                                     
                                    ----------------  ----------------                                     
CONTRACT TRANSACTIONS:                                                                                     
   Purchase payments received                                                                              
     from contract owners.........             2,835             3,646                                     
   Net transfers (including fixed                                                                          
     account).....................          (47,268)           142,735                                     
   Contract charges...............           (6,096)           (5,521)                                     
   Transfers for contract benefits                                                                         
     and terminations.............           (1,161)           (1,130)                                     
                                    ----------------  ----------------                                     
     Net increase (decrease) in                                                                            
       net assets resulting from                                                                           
       contract transactions......          (51,690)           139,730                                     
                                    ----------------  ----------------                                     
     Net increase (decrease)                                                                               
       in net assets..............            88,904           177,698                                     
NET ASSETS:                                                                                                
   Beginning of year..............           548,970           371,272                                     
                                    ----------------  ----------------                                     
   End of year....................  $        637,874  $        548,970                                     
                                    ================  ================                                     

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                                PIONEER VCT                           PIONEER VCT             
                                        IBBOTSON GROWTH ALLOCATION           IBBOTSON MODERATE ALLOCATION     
                                                SUB-ACCOUNT                           SUB-ACCOUNT             
                                    ------------------------------------  ----------------------------------  
                                          2013               2012               2013              2012        
                                    -----------------  -----------------  ----------------  ----------------  
                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                            
FROM OPERATIONS:                                                                                              
   Net investment income (loss).... $          22,729  $          19,019  $        228,243  $        255,252  
   Net realized gains (losses).....           774,226            369,421           856,488           292,055  
   Change in unrealized gains                                                                                 
     (losses) on investments.......         2,367,042          1,375,293         2,920,605         2,023,933  
                                    -----------------  -----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                  
        in net assets resulting                                                                               
        from operations............         3,163,997          1,763,733         4,005,336         2,571,240  
                                    -----------------  -----------------  ----------------  ----------------  
CONTRACT TRANSACTIONS:                                                                                        
   Purchase payments received                                                                                 
     from contract owners..........            85,890            641,966           148,361           195,281  
   Net transfers (including fixed                                                                             
     account)......................           268,913          (586,915)         (864,929)           603,458  
   Contract charges................         (180,697)          (176,884)         (364,481)         (347,432)  
   Transfers for contract benefits                                                                            
     and terminations..............       (1,602,862)          (271,037)       (1,164,852)         (549,849)  
                                    -----------------  -----------------  ----------------  ----------------  
     Net increase (decrease) in                                                                               
        net assets resulting from                                                                             
        contract transactions......       (1,428,756)          (392,870)       (2,245,901)          (98,542)  
                                    -----------------  -----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                  
        in net assets..............         1,735,241          1,370,863         1,759,435         2,472,698  
NET ASSETS:                                                                                                   
   Beginning of year...............        19,107,227         17,736,364        28,441,628        25,968,930  
                                    -----------------  -----------------  ----------------  ----------------  
   End of year..................... $      20,842,468  $      19,107,227  $     30,201,063  $     28,441,628  
                                    =================  =================  ================  ================  



                                          PIONEER VCT MID CAP VALUE         PIONEER VCT REAL ESTATE SHARES    
                                                 SUB-ACCOUNT                          SUB-ACCOUNT             
                                    ------------------------------------  ------------------------------------
                                           2013               2012               2013               2012      
                                    -----------------  -----------------  -----------------  -----------------
                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                            
FROM OPERATIONS:                                                                                              
   Net investment income (loss).... $       (422,216)  $       (308,091)  $           1,359  $           1,265
   Net realized gains (losses).....           856,609           (22,002)             18,057             26,262
   Change in unrealized gains                                                                                 
     (losses) on investments.......        16,961,029          4,990,668           (19,131)              8,731
                                    -----------------  -----------------  -----------------  -----------------
     Net increase (decrease)                                                                                  
        in net assets resulting                                                                               
        from operations............        17,395,422          4,660,575                285             36,258
                                    -----------------  -----------------  -----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                        
   Purchase payments received                                                                                 
     from contract owners..........         5,065,892          7,895,929                895              1,012
   Net transfers (including fixed                                                                             
     account)......................       (2,540,776)            302,978             17,963              3,518
   Contract charges................         (481,800)          (363,551)            (2,841)            (2,765)
   Transfers for contract benefits                                                                            
     and terminations..............       (3,983,623)        (5,196,081)            (1,163)           (52,356)
                                    -----------------  -----------------  -----------------  -----------------
     Net increase (decrease) in                                                                               
        net assets resulting from                                                                             
        contract transactions......       (1,940,307)          2,639,275             14,854           (50,591)
                                    -----------------  -----------------  -----------------  -----------------
     Net increase (decrease)                                                                                  
        in net assets..............        15,455,115          7,299,850             15,139           (14,333)
NET ASSETS:                                                                                                   
   Beginning of year...............        56,444,927         49,145,077            237,514            251,847
                                    -----------------  -----------------  -----------------  -----------------
   End of year..................... $      71,900,042  $      56,444,927  $         252,653  $         237,514
                                    =================  =================  =================  =================



                                        T. ROWE PRICE GROWTH STOCK         T. ROWE PRICE INTERNATIONAL STOCK  
                                                SUB-ACCOUNT                           SUB-ACCOUNT             
                                    ------------------------------------  ----------------------------------  
                                          2013               2012               2013              2012        
                                    -----------------  -----------------  ----------------  ----------------  
                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                            
FROM OPERATIONS:                                                                                              
   Net investment income (loss).... $        (60,820)  $        (47,423)  $            503  $          2,166  
   Net realized gains (losses).....           357,589            237,825            10,324           (5,645)  
   Change in unrealized gains                                                                                 
     (losses) on investments.......         2,047,793            849,311            71,247           113,047  
                                    -----------------  -----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                  
        in net assets resulting                                                                               
        from operations............         2,344,562          1,039,713            82,074           109,568  
                                    -----------------  -----------------  ----------------  ----------------  
CONTRACT TRANSACTIONS:                                                                                        
   Purchase payments received                                                                                 
     from contract owners..........           219,130            218,037            21,103            27,542  
   Net transfers (including fixed                                                                             
     account)......................         (113,852)          (456,841)           (7,638)         (158,822)  
   Contract charges................           (1,536)            (1,517)             (151)             (158)  
   Transfers for contract benefits                                                                            
     and terminations..............         (513,697)          (410,744)          (79,868)          (43,778)  
                                    -----------------  -----------------  ----------------  ----------------  
     Net increase (decrease) in                                                                               
        net assets resulting from                                                                             
        contract transactions......         (409,955)          (651,065)          (66,554)         (175,216)  
                                    -----------------  -----------------  ----------------  ----------------  
     Net increase (decrease)                                                                                  
        in net assets..............         1,934,607            388,648            15,520          (65,648)  
NET ASSETS:                                                                                                   
   Beginning of year...............         6,404,585          6,015,937           639,881           705,529  
                                    -----------------  -----------------  ----------------  ----------------  
   End of year..................... $       8,339,192  $       6,404,585  $        655,401  $        639,881  
                                    =================  =================  ================  ================  



                                        T. ROWE PRICE PRIME RESERVE                                           
                                                SUB-ACCOUNT                                                   
                                    ----------------------------------                                        
                                          2013              2012                                              
                                    ----------------  ----------------                                        
                                                                                                              
INCREASE (DECREASE) IN NET ASSETS:                                                                            
FROM OPERATIONS:                                                                                              
   Net investment income (loss).... $        (6,339)  $        (7,879)                                        
   Net realized gains (losses).....               --                --                                        
   Change in unrealized gains                                                                                 
     (losses) on investments.......               --                --                                        
                                    ----------------  ----------------                                        
     Net increase (decrease)                                                                                  
        in net assets resulting                                                                               
        from operations............          (6,339)           (7,879)                                        
                                    ----------------  ----------------                                        
CONTRACT TRANSACTIONS:                                                                                        
   Purchase payments received                                                                                 
     from contract owners..........              208               301                                        
   Net transfers (including fixed                                                                             
     account)......................         (93,657)         (199,272)                                        
   Contract charges................            (155)             (187)                                        
   Transfers for contract benefits                                                                            
     and terminations..............         (64,754)          (43,573)                                        
                                    ----------------  ----------------                                        
     Net increase (decrease) in                                                                               
        net assets resulting from                                                                             
        contract transactions......        (158,358)         (242,731)                                        
                                    ----------------  ----------------                                        
     Net increase (decrease)                                                                                  
        in net assets..............        (164,697)         (250,610)                                        
NET ASSETS:                                                                                                   
   Beginning of year...............          723,146           973,756                                        
                                    ----------------  ----------------                                        
   End of year..................... $        558,449  $        723,146                                        
                                    ================  ================                                        

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A    
OF METLIFE INVESTORS USA INSURANCE COMPANY    
STATEMENTS OF CHANGES IN NET ASSETS -- (CONCLUDED)    
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012    

                                                        [Enlarge/Download Table]

                                                                                                       UIF U.S. REAL ESTATE        
                                                                                                            SUB-ACCOUNT            
                                                                                               ------------------------------------
                                                                                                      2013               2012      
                                                                                               -----------------  -----------------
                                                                                                                                   
INCREASE (DECREASE) IN NET ASSETS:                                                                                                 
FROM OPERATIONS:                                                                                                                   
   Net investment income (loss)............................................................... $       (322,967)  $       (505,482)
   Net realized gains (losses)................................................................          (34,211)          (531,267)
   Change in unrealized gains                                                                                                      
     (losses) on investments..................................................................           392,749         11,927,777
                                                                                               -----------------  -----------------
     Net increase (decrease)                                                                                                       
        in net assets resulting                                                                                                    
        from operations.......................................................................            35,571         10,891,028
                                                                                               -----------------  -----------------
CONTRACT TRANSACTIONS:                                                                                                             
   Purchase payments received                                                                                                      
     from contract owners.....................................................................        11,431,975         13,220,555
   Net transfers (including fixed                                                                                                  
     account).................................................................................         5,853,586            684,788
   Contract charges...........................................................................         (713,884)          (537,546)
   Transfers for contract benefits                                                                                                 
     and terminations.........................................................................       (6,390,221)       (10,065,780)
                                                                                               -----------------  -----------------
     Net increase (decrease) in                                                                                                    
        net assets resulting from                                                                                                  
        contract transactions.................................................................        10,181,456          3,302,017
                                                                                               -----------------  -----------------
     Net increase (decrease)                                                                                                       
        in net assets.........................................................................        10,217,027         14,193,045
NET ASSETS:                                                                                                                        
   Beginning of year..........................................................................        90,757,950         76,564,905
                                                                                               -----------------  -----------------
   End of year................................................................................ $     100,974,977  $      90,757,950
                                                                                               =================  =================

(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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

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METLIFE INVESTORS USA SEPARATE ACCOUNT A                
OF METLIFE INVESTORS USA INSURANCE COMPANY                
NOTES TO THE FINANCIAL STATEMENTS               

1.  ORGANIZATION                                                                

MetLife Investors USA Separate Account A (the "Separate Account"), a separate   
account of MetLife Investors USA Insurance Company (the "Company"), was         
established by the Company's Board of Directors on May 29, 1980 to support      
operations of the Company with respect to certain variable annuity contracts    
(the "Contracts"). The Company is an indirect wholly-owned subsidiary of        
MetLife, Inc., a Delaware corporation. The Separate Account is registered as a  
unit investment trust under the Investment Company Act of 1940, as amended, and 
exists in accordance with the regulations of the Delaware Department of         
Insurance.                                                                      

In the second quarter of 2013, MetLife, Inc. announced its plans to merge into  
MetLife Insurance Company of Connecticut ("MICC"), as the surviving entity, two 
United States ("U.S.")-based life insurance companies and an offshore           
reinsurance subsidiary to create one larger U.S.-based and U.S.-regulated life  
insurance company, which is expected to be renamed and domiciled in Delaware    
(the "Mergers"). The companies to be merged into MICC consist of the Company    
and MetLife Investors Insurance Company, each a U.S. insurance company that     
issues variable annuity products in addition to other products, and Exeter      
Reassurance Company, Ltd. ("Exeter"), a reinsurance company that mainly         
reinsures guarantees associated with variable annuity products. Exeter,         
formerly a Cayman Islands company, was re-domesticated to Delaware in October   
2013. The Mergers are expected to occur in the fourth quarter of 2014, subject  
to regulatory approvals.                                                        

The Separate Account is divided into Sub-Accounts, each of which is treated as  
an individual accounting entity for financial reporting purposes. Each          
Sub-Account invests in shares of the corresponding portfolio, series, or fund   
(with the same name) of registered investment management companies (the         
"Trusts"), which are presented below:                                           

                                                        [Enlarge/Download Table]
                                                                                                         
AIM Variable Insurance Funds (Invesco Variable         Met Investors Series Trust ("MIST")*              
   Insurance Funds) ("Invesco V.I.")                   Metropolitan Series Fund ("MSF")*                 
American Funds Insurance Series ("American Funds")     MFS Variable Insurance Trust ("MFS VIT")          
DWS Variable Series I ("DWS I")                        Neuberger Berman Equity Funds ("Neuberger Berman")
Federated Insurance Series ("Federated")               Oppenheimer Variable Account Funds                
Fidelity Variable Insurance Products ("Fidelity VIP")    ("Oppenheimer VA")                              
Franklin Templeton Variable Insurance Products Trust   Pioneer Variable Contracts Trust ("Pioneer VCT")  
   ("FTVIPT")                                          T. Rowe Price Growth Stock Fund, Inc.             
Janus Aspen Series ("Janus Aspen")                     T. Rowe Price International Funds, Inc.           
Legg Mason Partners Variable Equity Trust              T. Rowe Price Prime Reserve Fund, Inc.            
   ("LMPVET")                                          The Alger Portfolios ("Alger")                    
Legg Mason Partners Variable Income Trust              The Universal Institutional Funds, Inc. ("UIF")   
   ("LMPVIT")                                                                                            

* See Note 5 for a discussion of additional information on related party        
transactions.                                                                   

The assets of each of the Sub-Accounts of the Separate Account are registered   
in the name of the Company. Under applicable insurance law, the assets and      
liabilities of the Separate Account are clearly identified and distinguished    
from the Company's other assets and liabilities. The portion of the Separate    
Account's assets applicable to the Contracts is not chargeable with liabilities 
arising out of any other business the Company may conduct.                      

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

2. LIST OF SUB-ACCOUNTS                                                         

Purchase payments, less any applicable charges, applied to the Separate Account 
are invested in one or more Sub-Accounts in accordance with the selection made  
by the contract owner. The following Sub-Accounts had net assets as of December 
31, 2013:                                                                       

                                                        [Enlarge/Download Table]
                                                                                                      
Alger Small Cap Growth Sub-Account                   LMPVET ClearBridge Variable Large Cap Value      
American Funds Bond Sub-Account                         Sub-Account                                   
American Funds Global Growth Sub-Account             LMPVET ClearBridge Variable Small Cap Growth     
American Funds Global Small Capitalization              Sub-Account                                   
   Sub-Account                                       LMPVET Investment Counsel Variable Social        
American Funds Growth Sub-Account                       Awareness Sub-Account                         
American Funds Growth-Income Sub-Account             LMPVET Variable Lifestyle Allocation 50%         
DWS I International Sub-Account                         Sub-Account                                   
Federated High Income Bond Sub-Account               LMPVET Variable Lifestyle Allocation 70%         
Federated Kaufman Sub-Account                           Sub-Account                                   
Fidelity VIP Asset Manager Sub-Account               LMPVET Variable Lifestyle Allocation 85%         
Fidelity VIP Contrafund Sub-Account (a)                 Sub-Account                                   
Fidelity VIP Equity-Income Sub-Account               LMPVIT Western Asset Variable Global High Yield  
Fidelity VIP FundsManager 50% Sub-Account               Bond Sub-Account                              
Fidelity VIP FundsManager 60% Sub-Account            MFS VIT Investors Trust Sub-Account              
Fidelity VIP Growth Sub-Account                      MFS VIT New Discovery Sub-Account                
Fidelity VIP Index 500 Sub-Account                   MFS VIT Research Sub-Account                     
Fidelity VIP Mid Cap Sub-Account                     MIST AllianceBernstein Global Dynamic Allocation 
Fidelity VIP Money Market Sub-Account (a)               Sub-Account                                   
Fidelity VIP Overseas Sub-Account                    MIST American Funds Balanced Allocation          
FTVIPT Franklin Income Securities Sub-Account           Sub-Account                                   
FTVIPT Franklin Small Cap Value Securities           MIST American Funds Growth Allocation            
   Sub-Account                                          Sub-Account                                   
FTVIPT Mutual Shares Securities Sub-Account          MIST American Funds Growth Sub-Account           
FTVIPT Templeton Foreign Securities Sub-Account      MIST American Funds Moderate Allocation          
FTVIPT Templeton Global Bond Securities Sub-Account     Sub-Account                                   
Invesco V.I. American Franchise Sub-Account          MIST AQR Global Risk Balanced Sub-Account        
Invesco V.I. American Value Sub-Account              MIST BlackRock Global Tactical Strategies        
Invesco V.I. Core Equity Sub-Account                    Sub-Account                                   
Invesco V.I. Equity and Income Sub-Account (a)       MIST BlackRock High Yield Sub-Account (a)        
Invesco V.I. Global Real Estate Sub-Account          MIST BlackRock Large Cap Core Sub-Account (a)    
Invesco V.I. Growth and Income Sub-Account (a)       MIST Clarion Global Real Estate Sub-Account      
Invesco V.I. International Growth Sub-Account (a)    MIST ClearBridge Aggressive Growth Sub-Account   
Janus Aspen Global Research Sub-Account              MIST ClearBridge Aggressive Growth II            
LMPVET ClearBridge Variable Aggressive Growth           Sub-Account (a)                               
   Sub-Account (a)                                   MIST Goldman Sachs Mid Cap Value Sub-Account     
LMPVET ClearBridge Variable All Cap Value            MIST Harris Oakmark International Sub-Account (a)
   Sub-Account                                       MIST Invesco Balanced-Risk Allocation Sub-Account
LMPVET ClearBridge Variable Appreciation             MIST Invesco Comstock Sub-Account                
   Sub-Account                                       MIST Invesco Mid Cap Value Sub-Account           
LMPVET ClearBridge Variable Equity Income            MIST Invesco Small Cap Growth Sub-Account (a)    
   Sub-Account (a)                                   MIST JPMorgan Core Bond Sub-Account              
LMPVET ClearBridge Variable Large Cap Growth         MIST JPMorgan Global Active Allocation           
   Sub-Account                                          Sub-Account                                   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

2.  LIST OF SUB-ACCOUNTS -- (CONCLUDED)                                         

                                                        [Enlarge/Download Table]
                                                                                                           
MIST JPMorgan Small Cap Value Sub-Account (a)            MSF Met/Artisan Mid Cap Value Sub-Account (a)     
MIST Loomis Sayles Global Markets Sub-Account            MSF Met/Dimensional International Small Company   
MIST Lord Abbett Bond Debenture Sub-Account (a)            Sub-Account                                     
MIST Met/Eaton Vance Floating Rate Sub-Account           MSF MetLife Conservative Allocation Sub-Account   
MIST Met/Franklin Low Duration Total Return              MSF MetLife Conservative to Moderate Allocation   
   Sub-Account                                             Sub-Account                                     
MIST Met/Templeton International Bond Sub-Account        MSF MetLife Mid Cap Stock Index Sub-Account (a)   
MIST MetLife Aggressive Strategy Sub-Account             MSF MetLife Moderate Allocation Sub-Account       
MIST MetLife Balanced Plus Sub-Account                   MSF MetLife Moderate to Aggressive Allocation     
MIST MetLife Balanced Strategy Sub-Account                 Sub-Account                                     
MIST MetLife Defensive Strategy Sub-Account              MSF MetLife Stock Index Sub-Account (a)           
MIST MetLife Growth Strategy Sub-Account                 MSF MFS Total Return Sub-Account (a)              
MIST MetLife Moderate Strategy Sub-Account               MSF MFS Value Sub-Account (a)                     
MIST MetLife Multi-Index Targeted Risk                   MSF MSCI EAFE Index Sub-Account (a)               
   Sub-Account                                           MSF Neuberger Berman Genesis Sub-Account (a)      
MIST MFS Emerging Markets Equity Sub-Account             MSF Russell 2000 Index Sub-Account (a)            
MIST MFS Research International Sub-Account (a)          MSF T. Rowe Price Large Cap Growth Sub-Account (a)
MIST Morgan Stanley Mid Cap Growth Sub-Account (a)       MSF T. Rowe Price Small Cap Growth Sub-Account (a)
MIST Oppenheimer Global Equity Sub-Account               MSF Van Eck Global Natural Resources Sub-Account  
MIST PIMCO Inflation Protected Bond Sub-Account          MSF Western Asset Management U.S. Government      
MIST PIMCO Total Return Sub-Account (a)                    Sub-Account (a)                                 
MIST Pioneer Fund Sub-Account (a)                        Neuberger Berman Genesis Sub-Account              
MIST Pioneer Strategic Income Sub-Account (a)            Oppenheimer VA Core Bond Sub-Account              
MIST Pyramis Government Income Sub-Account               Oppenheimer VA Global Strategic Income            
MIST Pyramis Managed Risk Portfolio Sub-Account (b)        Sub-Account                                     
MIST Schroders Global Multi-Asset Sub-Account            Oppenheimer VA Main Street Sub-Account            
MIST SSgA Growth and Income ETF Sub-Account              Oppenheimer VA Main Street Small Cap              
MIST SSgA Growth ETF Sub-Account                           Sub-Account (a)                                 
MIST T. Rowe Price Large Cap Value Sub-Account (a)       Oppenheimer VA Money Sub-Account                  
MIST T. Rowe Price Mid Cap Growth Sub-Account            Pioneer VCT Disciplined Value Sub-Account         
MIST Third Avenue Small Cap Value Sub-Account (a)        Pioneer VCT Emerging Markets Sub-Account          
MSF Baillie Gifford International Stock Sub-Account (a)  Pioneer VCT Equity Income Sub-Account             
MSF Barclays Aggregate Bond Index Sub-Account (a)        Pioneer VCT Ibbotson Growth Allocation Sub-Account
MSF BlackRock Bond Income Sub-Account (a)                Pioneer VCT Ibbotson Moderate Allocation          
MSF BlackRock Capital Appreciation Sub-Account (a)         Sub-Account                                     
MSF BlackRock Large Cap Value Sub-Account                Pioneer VCT Mid Cap Value Sub-Account             
MSF BlackRock Money Market Sub-Account (a)               Pioneer VCT Real Estate Shares Sub-Account        
MSF Davis Venture Value Sub-Account (a)                  T. Rowe Price Growth Stock Sub-Account            
MSF Frontier Mid Cap Growth Sub-Account (b)              T. Rowe Price International Stock Sub-Account     
MSF Jennison Growth Sub-Account (a)                      T. Rowe Price Prime Reserve Sub-Account           
MSF Loomis Sayles Small Cap Core Sub-Account             UIF U.S. Real Estate Sub-Account                  
MSF Loomis Sayles Small Cap Growth Sub-Account                                                             

(a) This Sub-Account invests in two or more share classes within the underlying 
portfolio, series, or fund of the Trusts.                               
(b) This Sub-Account began operations during the year ended December 31,        
2013.                                                                   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

3. PORTFOLIO CHANGES                                                            

The following Sub-Accounts ceased operations during the year ended December 31, 
2013:                                                                           

                                                        [Enlarge/Download Table]
                                                                                        
MIST American Funds International Sub-Account  MIST MLA Mid Cap Sub-Account             
MIST Jennison Large Cap Equity Sub-Account     MIST RCM Technology Sub-Account          
MIST Met/Franklin Mutual Shares Sub-Account    MIST Turner Mid Cap Growth Sub-Account   
MIST Met/Franklin Templeton Founding Strategy  MSF FI Value Leaders Sub-Account         
   Sub-Account                                 (MSF) Oppenheimer Global Equity Portfolio

The operations of the Sub-Accounts were affected by the following changes that  
occurred during the year ended December 31, 2013:                               

NAME CHANGES:                                                                   

                                                        [Enlarge/Download Table]
                                                                                                      
Former Name                                          New Name                                         

Invesco Van Kampen V.I. American Franchise Fund      Invesco V.I. American Franchise Fund             
Invesco Van Kampen V.I. American Value Fund          Invesco V.I. American Value Fund                 
Invesco Van Kampen V.I. Equity and Income Fund       Invesco V.I. Equity and Income Fund              
Invesco Van Kampen V.I. Growth and Income Fund       Invesco V.I. Growth and Income Fund              
Janus Aspen Series Worldwide Portfolio               Janus Aspen Series Global Research Portfolio     
Legg Mason ClearBridge Variable Aggressive Growth    ClearBridge Variable Aggressive Growth Portfolio 
   Portfolio                                                                                          
Legg Mason ClearBridge Variable Appreciation         ClearBridge Variable Appreciation Portfolio      
   Portfolio                                                                                          
Legg Mason ClearBridge Variable Equity Income        ClearBridge Variable Equity Income Portfolio     
   Builder Portfolio                                                                                  
Legg Mason ClearBridge Variable Fundamental All      ClearBridge Variable All Cap Value Portfolio     
   Cap Value Portfolio                                                                                
Legg Mason ClearBridge Variable Large Cap Growth     ClearBridge Variable Large Cap Growth Portfolio  
   Portfolio                                                                                          
Legg Mason ClearBridge Variable Large Cap Value      ClearBridge Variable Large Cap Value Portfolio   
   Portfolio                                                                                          
Legg Mason ClearBridge Variable Small Cap Growth     ClearBridge Variable Small Cap Growth Portfolio  
   Portfolio                                                                                          
Legg Mason Western Asset Variable Global High Yield  Western Asset Variable Global High Yield Bond    
   Bond Portfolio                                      Portfolio                                      
(MIST) American Funds Bond Portfolio                 (MIST) JPMorgan Core Bond Portfolio              
(MIST) Dreman Small Cap Value Portfolio              (MIST) JPMorgan Small Cap Value Portfolio        
(MIST) Janus Forty Portfolio                         (MIST) ClearBridge Aggressive Growth Portfolio II
(MIST) Legg Mason ClearBridge Aggressive Growth      (MIST) ClearBridge Aggressive Growth Portfolio   
   Portfolio                                                                                          
(MIST) Lord Abbett Mid Cap Value Portfolio           (MIST) Invesco Mid Cap Value Portfolio           
(MIST) Met/Templeton Growth Portfolio (a)            (MIST) Oppenheimer Global Equity Portfolio (a)   
(MIST) Van Kampen Comstock Portfolio                 (MIST) Invesco Comstock Portfolio                
(MSF) Barclays Capital Aggregate Bond Index          (MSF) Barclays Aggregate Bond Index Portfolio    
   Portfolio                                                                                          
(MSF) BlackRock Legacy Large Cap Growth Portfolio    (MSF) BlackRock Capital Appreciation Portfolio   
Oppenheimer Main Street Small- & Mid-Cap Fund/VA     Oppenheimer Main Street Small Cap Fund/VA        
Pioneer Fundamental Value VCT Portfolio              Pioneer Disciplined Value VCT Portfolio          

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

3.  PORTFOLIO CHANGES -- (CONCLUDED)                                            

MERGERS:                                                                        

                                                        [Enlarge/Download Table]
                                                                                                    
Former Portfolio                                 New Portfolio                                      

(MIST) American Funds International Portfolio    (MSF) Baillie Gifford International Stock Portfolio
(MIST) Jennison Large Cap Equity Portfolio       (MSF) Jennison Growth Portfolio                    
(MIST) Met/Franklin Mutual Shares Portfolio      (MSF) MFS Value Portfolio                          
(MIST) Met/Franklin Templeton Founding Strategy  (MIST) MetLife Growth Strategy Portfolio           
   Portfolio                                                                                        
(MIST) MLA Mid Cap Portfolio                     (MSF) Neuberger Berman Genesis Portfolio           
(MIST) RCM Technology Portfolio                  (MSF) T. Rowe Price Large Cap Growth Portfolio     
(MIST) Turner Mid Cap Growth Portfolio           (MSF) Frontier Mid Cap Growth Portfolio            
(MSF) FI Value Leaders Portfolio                 (MSF) MFS Value Portfolio                          
(MSF) Oppenheimer Global Equity Portfolio (a)    (MIST) Met/Templeton Growth Portfolio (a)          

a) At the close of business on April 26, 2013, the (MSF) Oppenheimer Global     
Equity Portfolio merged with and into the (MIST) Met/Templeton Growth     
Portfolio. Concurrently, Oppenheimer Funds, Inc. became the subadviser of 
the (MIST) Met/Templeton Growth Portfolio, the portfolio's investment     
objective and principal investment strategies changed, and the portfolio's
 name was changed to (MIST) Oppenheimer Global Equity Portfolio. Pursuant to
these changes, (MSF) Oppenheimer Global Equity Portfolio was deemed to be 
the accounting and performance survivor of the merger for financial       
reporting purposes, and therefore, the results of MIST Oppenheimer Global 
Equity Sub-Account presented in the financial statements reflect the      
  historical results of MSF Oppenheimer Global Equity Sub-Account prior to the
merger, and the combined results thereafter.                              

4.  SIGNIFICANT ACCOUNTING POLICIES                                             

BASIS OF ACCOUNTING                                                             
The financial statements have been prepared in accordance with accounting       
principles generally accepted in the United States of America ("GAAP")          
applicable for variable annuity separate accounts registered as unit investment 
trusts.                                                                         

SECURITY TRANSACTIONS                                                           
Security transactions are recorded on a trade date basis. Realized gains and    
losses on the sales of investments are computed on the basis of the average     
cost of the investment sold. Income from dividends and realized gain            
distributions are recorded on the ex-distribution date.                         

SECURITY VALUATION                                                              
A Sub-Account's investment in shares of a portfolio, series, or fund of the     
Trusts is valued at fair value based on the closing net asset value ("NAV") or  
price per share as determined by the Trusts as of the end of the year. All      
changes in fair value are recorded as changes in unrealized gains (losses) on   
investments in the statements of operations of the applicable Sub-Accounts.     

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

4.  SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)                              

SECURITY VALUATION -- (CONCLUDED)                                               
The Separate Account defines fair value as the price that would be received to  
sell an asset or paid to transfer a liability (an exit price) in the principal  
or most advantageous market for the asset or liability in an orderly            
transaction between market participants on the measurement date. The Separate   
Account prioritizes the inputs to fair valuation techniques and allows for the  
use of unobservable inputs to the extent that observable inputs are not         
available. The Separate Account has categorized its assets based on the         
priority of the inputs to the respective valuation technique. The fair value    
hierarchy gives the highest priority to quoted prices in active markets for     
identical assets (Level 1) and the lowest priority to unobservable inputs       
(Level 3). An asset's classification within the fair value hierarchy is based   
on the lowest level of significant input to its valuation. The input levels are 
as follows:                                                                     

Level 1     Unadjusted quoted prices in active markets for identical assets     
that the Separate Account has the ability to access.    
Level 2     Observable inputs other than quoted prices in Level 1 that are      
          observable either directly or indirectly. These inputs may include
           quoted prices for the identical instrument on an inactive market or
prices for similar instruments.                         
Level 3     Unobservable inputs that are supported by little or no market       
     activity and are significant to the fair value of the assets,
     representing the Separate Account's own assumptions about the
        assumptions a market participant would use in valuing the asset,
and based on the best information available.            

Each Sub-Account invests in shares of open-end mutual funds which calculate a   
daily NAV based on the fair value of the underlying securities in their         
portfolios. As a result, and as required by law, shares of open-end mutual      
funds are purchased and redeemed at their quoted daily NAV as reported by the   
Trusts at the close of each business day. On that basis, the inputs used to     
value all shares held by the Separate Account, which are measured at fair value 
on a recurring basis, are classified as Level 2. There were no transfers        
between Level 1 and Level 2, and no activity in Level 3 during the year.        

FEDERAL INCOME TAXES                                                            
The operations of the Separate Account form a part of the total operations of   
the Company and are not taxed separately. The Company is taxed as a life        
insurance company under the provisions of the Internal Revenue Code ("IRC").    
Under the current provisions of the IRC, the Company does not expect to incur   
federal income taxes on the earnings of the Separate Account to the extent the  
earnings are credited under the Contracts. Accordingly, no charge is currently  
being made to the Separate Account for federal income taxes. The Company will   
periodically review the status of this policy in the event of changes in the    
tax law. A charge may be made in future years for any federal income taxes that 
would be attributable to the Contracts.                                         

ANNUITY PAYOUTS                                                                 
Net assets allocated to Contracts in the payout period are computed according   
to industry standard mortality tables. The assumed investment return is between 
3.0 and 6.0 percent. The mortality risk is fully borne by the Company and may   
result in additional amounts being transferred into the Separate Account by the 
Company to cover greater longevity of annuitants than expected. Conversely, if  
amounts allocated exceed amounts required, transfers may be made to the         
Company.                                                                        

PURCHASE PAYMENTS                                                               
Purchase payments received from contract owners by the Company are credited as  
accumulation units as of the end of the valuation period in which received, as  
provided in the prospectus of the Contracts, and are reported as contract       
transactions on the statements of changes in net assets of the applicable       
Sub-Accounts.                                                                   

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

4.  SIGNIFICANT ACCOUNTING POLICIES -- (CONCLUDED)                              

NET TRANSFERS                                                                   
Funds transferred by the contract owner into or out of Sub-Accounts within the  
Separate Account or into or out of the fixed account, which is part the         
Company's general account, are recorded on a net basis as net transfers in the  
statements of changes in net assets of the applicable Sub-Accounts.             

USE OF ESTIMATES                                                                
The preparation of financial statements in accordance with GAAP requires        
management to make estimates and assumptions that affect amounts reported       
herein. Actual results could differ from these estimates.                       

5.  EXPENSES AND RELATED PARTY TRANSACTIONS                                     

The following annual Separate Account charges paid to the Company, are          
asset-based charges assessed through a daily reduction in unit values, which    
are recorded as expenses in the accompanying statements of operations of the    
applicable Sub-Accounts:                                                        

   Mortality and Expense Risk -- The mortality risk assumed by the Company
is the risk that those insured may die sooner than anticipated and  
 therefore, the Company will pay an aggregate amount of death benefits
greater than anticipated. The expense risk assumed is the risk that 
    expenses incurred in issuing and administering the Contracts will exceed
     the amounts realized from the administrative charges assessed against the
   Contracts. In addition, the charge compensates the Company for the risk
     that the investor may live longer than estimated and the Company would be
obligated to pay more in income payments than anticipated.          

   Administrative -- The Company has responsibility for the administration
    of the Contracts and the Separate Account. Generally, the administrative
 charge is related to the maintenance, including distribution, of each
contract and the Separate Account.                                  

     Optional Death Benefit Rider -- For an additional charge, the total death
   benefit payable may be increased based on increases in account value of
the Contracts.                                                      

Distribution Expense -- The risk that surrender charges will be     
 insufficient to cover the actual costs of distribution which includes
commissions, fees, registration costs, direct and indirect selling  
expenses.                                                           

    Guaranteed Minimum Accumulation Benefit -- For an additional charge, the
  Company will guarantee that the contract value will not be less than a
guaranteed minimum amount at the end of a specified number of years.

  Earnings Preservation Benefit -- For an additional charge, the Company
will provide this additional death benefit.                         

   The table below represents the range of effective annual rates for each
respective charge for the year ended December 31, 2013:             

                                                        [Enlarge/Download Table]
                                                                                                                            
----------------------------------------------------------------------------------------------------------------------------
 Mortality and Expense Risk                                                                                 0.70% - 2.05%   
----------------------------------------------------------------------------------------------------------------------------
 Administrative                                                                                             0.10% - 0.25%   
----------------------------------------------------------------------------------------------------------------------------
 Optional Death Benefit Rider                                                                               0.15% - 0.35%   
----------------------------------------------------------------------------------------------------------------------------
 Distribution Expense                                                                                       0.10%           
----------------------------------------------------------------------------------------------------------------------------
 Guaranteed Minimum Accumulation Benefit                                                                    1.50%           
----------------------------------------------------------------------------------------------------------------------------
 Earnings Preservation Benefit                                                                              0.25%           
----------------------------------------------------------------------------------------------------------------------------

    The above referenced charges may not necessarily correspond to the costs
associated with providing the services or benefits indicated by the 
   designation of the charge or associated with a particular contract. The
    range of effective rates disclosed above excludes any waivers granted to
certain Sub-Accounts.                                               

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

5.  EXPENSES AND RELATED PARTY TRANSACTIONS -- (CONCLUDED)                      

The following optional rider charges paid to the Company are charged at each    
contract anniversary date through the redemption of units and are recorded as   
contract charges in the accompanying statements of changes in net assets of the 
applicable Sub-Accounts:                                                        

    Guaranteed Minimum Accumulation Benefit -- For an additional charge, the
  Company will guarantee that the contract value will not be less than a
guaranteed minimum amount at the end of a specified number of years.

  Lifetime Withdrawal Guarantee -- For an additional charge, the Company
will guarantee minimum withdrawals for life regardless of market    
conditions.                                                         

  Guaranteed Withdrawal Benefit -- For an additional charge, the Company
will guarantee minimum withdrawals regardless of market conditions. 

Guaranteed Minimum Income Benefit -- For an additional charge, the  
Company will guarantee a minimum payment regardless of market       
conditions.                                                         

Enhanced Death Benefit -- For an additional charge, the Company will
  guarantee a death benefit equal to the greater of the account value or
the higher of two death benefit bases.                              

   Enhanced Guaranteed Withdrawal Benefit -- For an additional charge, the
Company will guarantee that at least the entire amount of purchase  
payments will be returned through a series of withdrawals without   
annuitizing.                                                        

   The table below represents the range of effective annual rates for each
respective charge for the year ended December 31, 2013:             

                                                        [Enlarge/Download Table]
                                                                                                                         
-------------------------------------------------------------------------------------------------------------------------
 Guaranteed Minimum Accumulation Benefit                                                                 0.75%           
-------------------------------------------------------------------------------------------------------------------------
 Lifetime Withdrawal Guarantee                                                                           0.50% - 1.80%   
-------------------------------------------------------------------------------------------------------------------------
 Guaranteed Withdrawal Benefit                                                                           0.25% - 1.80%   
-------------------------------------------------------------------------------------------------------------------------
 Guaranteed Minimum Income Benefit                                                                       0.50% - 1.50%   
-------------------------------------------------------------------------------------------------------------------------
 Enhanced Death Benefit                                                                                  0.60% - 1.50%   
-------------------------------------------------------------------------------------------------------------------------
 Enhanced Guaranteed Withdrawal Benefit                                                                  0.55% - 1.00%   
-------------------------------------------------------------------------------------------------------------------------

    The above referenced charges may not necessarily correspond to the costs
associated with providing the services or benefits indicated by the 
designation of the charge or associated with a particular contract. 

A contract maintenance fee ranging from $30 to $40 is assessed on an annual     
basis for Contracts with a value of less than $50,000. A transfer fee ranging   
from $0 to $25 may be deducted after twelve transfers are made in a contract    
year or, for certain contracts, 2% of the amount transferred from the contract  
value, if less. For certain contracts, an administrative charge is also         
assessed which ranges from $12 to $29.50 for each Sub-Account in which the      
contract owner invests (waived if purchase payments equal or exceed $2,000 in   
the year, or if the account value is $10,000 or more at year end). For other    
Contracts the administrative charge is $21.50 plus $2.50 for each Sub-Account   
selected, subject to the same waiver terms. In addition, the Contracts impose a 
surrender charge which ranges from 0% to 9% if the contract is partially or     
fully surrendered within the specified surrender charge period. For certain     
contracts, a transaction charge of the lesser of $10 or 2% of the surrender is  
imposed on surrenders and a $10 charge is assessed for annuitizations. For      
those contract owners who choose optional living benefit riders or certain      
optional death benefit riders, these charges range from 0.25% to 1.80% of the   
benefit base and are charged at each contract anniversary date. These charges   
are paid to the Company and recorded as contract charges in the accompanying    
statements of changes in net assets of the applicable Sub-Accounts.             

MetLife Advisers, LLC, which acts in the capacity of investment adviser to the  
portfolios of the MIST and MSF Trusts, is an affiliate of the Company.          

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

6.  STATEMENTS OF INVESTMENTS                                                   

                                                        [Enlarge/Download Table]

                                                                                                    FOR THE YEAR ENDED      
                                                                AS OF DECEMBER 31, 2013              DECEMBER 31, 2013      
                                                            -------------------------------  -------------------------------
                                                                                                 COST OF         PROCEEDS   
                                                               SHARES           COST ($)      PURCHASES ($)   FROM SALES ($)
                                                            -------------    --------------  --------------   --------------
                                                                                                                            
Alger Small Cap Growth Sub-Account.........................     1,953,805        57,250,154       8,367,037        6,625,484
American Funds Bond Sub-Account............................    13,775,531       147,139,916      21,831,559        7,389,905
American Funds Global Growth Sub-Account...................    10,522,269       223,509,854      12,990,684       18,551,511
American Funds Global Small Capitalization Sub-Account.....     4,918,180        95,041,858      10,469,150       11,712,314
American Funds Growth Sub-Account..........................    10,989,996       574,188,815      23,270,824       62,728,487
American Funds Growth-Income Sub-Account...................     7,704,764       274,807,285      11,909,004       33,145,087
DWS I International Sub-Account............................     2,052,186        20,756,206       1,433,339        2,082,585
Federated High Income Bond Sub-Account.....................         3,660            25,725           1,732              468
Federated Kaufman Sub-Account..............................         2,337            31,003           3,265            1,661
Fidelity VIP Asset Manager Sub-Account.....................     5,120,330        78,221,722       1,832,124       10,277,909
Fidelity VIP Contrafund Sub-Account........................    17,856,406       423,701,254      46,928,007       47,735,664
Fidelity VIP Equity-Income Sub-Account.....................       255,672         5,773,353         567,078        1,049,969
Fidelity VIP FundsManager 50% Sub-Account..................   169,341,698     1,893,521,701   1,448,712,994               --
Fidelity VIP FundsManager 60% Sub-Account..................   341,365,269     3,336,110,670     184,779,786      215,424,352
Fidelity VIP Growth Sub-Account............................     2,904,593       109,545,186       1,267,314       18,047,059
Fidelity VIP Index 500 Sub-Account.........................       374,026        48,066,934       1,890,733        9,575,024
Fidelity VIP Mid Cap Sub-Account...........................    12,544,437       367,482,168      75,428,895       19,321,498
Fidelity VIP Money Market Sub-Account......................    76,155,366        76,155,366     264,136,300      261,640,341
Fidelity VIP Overseas Sub-Account..........................       287,089         5,219,470         201,987          889,204
FTVIPT Franklin Income Securities Sub-Account..............    18,532,766       277,580,598      34,739,012        8,570,345
FTVIPT Franklin Small Cap Value Securities Sub-Account.....     5,319,858        83,521,426      16,513,930        5,117,658
FTVIPT Mutual Shares Securities Sub-Account................     7,215,840       124,287,971       5,389,350       11,759,291
FTVIPT Templeton Foreign Securities Sub-Account............     5,088,246        75,734,816       4,034,851       12,411,337
FTVIPT Templeton Global Bond Securities Sub-Account........    13,692,658       253,733,342      53,566,361        5,257,847
Invesco V.I. American Franchise Sub-Account................         3,234           111,443             621           35,535
Invesco V.I. American Value Sub-Account....................     4,830,003        62,389,211       9,919,898        4,658,110
Invesco V.I. Core Equity Sub-Account.......................         6,498           164,702           3,201           51,990
Invesco V.I. Equity and Income Sub-Account.................    35,060,599       485,126,865      47,241,462       12,705,837
Invesco V.I. Global Real Estate Sub-Account................     2,012,977        28,050,116       9,597,854        2,317,229
Invesco V.I. Growth and Income Sub-Account.................    13,952,369       250,218,096      23,999,020       11,230,394
Invesco V.I. International Growth Sub-Account..............     8,084,783       216,816,575      27,736,513        6,844,164
Janus Aspen Global Research Sub-Account....................           173             4,105              73              426
LMPVET ClearBridge Variable Aggressive Growth                                                                               
  Sub-Account..............................................    10,526,694       173,680,862      31,834,893       14,731,303
LMPVET ClearBridge Variable All Cap Value Sub-Account......     5,180,506       108,091,465      13,093,421       10,449,229
LMPVET ClearBridge Variable Appreciation Sub-Account.......    12,072,871       297,272,179      46,243,652        5,053,515
LMPVET ClearBridge Variable Equity Income Sub-Account......    13,279,712       148,789,202      29,700,748        7,561,386
LMPVET ClearBridge Variable Large Cap Growth                                                                                
  Sub-Account..............................................       226,398         3,757,586         797,143        1,061,468
LMPVET ClearBridge Variable Large Cap Value Sub-Account....       359,950         5,522,541       1,851,418          917,410
LMPVET ClearBridge Variable Small Cap Growth                                                                                
  Sub-Account..............................................     4,673,830        76,531,477      26,245,513        5,068,007
LMPVET Investment Counsel Variable Social Awareness                                                                         
  Sub-Account..............................................         9,442           232,386          10,822           55,604
LMPVET Variable Lifestyle Allocation 50% Sub-Account.......     3,101,366        37,754,389       9,234,898        2,451,069
LMPVET Variable Lifestyle Allocation 70% Sub-Account.......       164,059         1,810,549         239,158          979,283
LMPVET Variable Lifestyle Allocation 85% Sub-Account.......     5,758,589        66,979,732       3,730,962        7,599,475
LMPVIT Western Asset Variable Global High Yield Bond                                                                        
  Sub-Account..............................................    12,899,080       106,265,588      18,950,436        5,775,873
MFS VIT Investors Trust Sub-Account........................           867            15,837             254              957
MFS VIT New Discovery Sub-Account..........................         2,085            31,394             326           10,422
MFS VIT Research Sub-Account...............................         2,221            36,602             952            2,823
MIST AllianceBernstein Global Dynamic Allocation                                                                            
  Sub-Account..............................................   288,647,584     2,874,906,144     339,151,646       70,031,864
MIST American Funds Balanced Allocation Sub-Account........   300,384,157     2,654,037,106     288,642,114      273,202,760

(a)  For the period April 29, 2013 to December 31, 2013.                        

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

6.  STATEMENTS OF INVESTMENTS -- (CONTINUED)                                    

                                                        [Enlarge/Download Table]

                                                                                                  FOR THE YEAR ENDED      
                                                                AS OF DECEMBER 31, 2013            DECEMBER 31, 2013      
                                                            ------------------------------  ------------------------------
                                                                                               COST OF         PROCEEDS   
                                                               SHARES           COST ($)    PURCHASES ($)   FROM SALES ($)
                                                            -------------    -------------  -------------   --------------
                                                                                                                          
MIST American Funds Growth Allocation Sub-Account..........   156,668,590    1,261,388,927    187,273,795      118,934,248
MIST American Funds Growth Sub-Account.....................    50,753,348      408,915,751     57,650,347       93,433,662
MIST American Funds Moderate Allocation Sub-Account........   162,126,988    1,481,324,840    132,089,031      168,608,325
MIST AQR Global Risk Balanced Sub-Account..................   309,084,305    3,317,257,824    431,509,043      576,853,585
MIST BlackRock Global Tactical Strategies Sub-Account......   493,925,687    4,834,010,333    498,847,226      226,893,346
MIST BlackRock High Yield Sub-Account......................    30,167,540      248,786,488     75,760,990       84,974,024
MIST BlackRock Large Cap Core Sub-Account..................     1,321,838       12,022,012      2,361,192        4,326,602
MIST Clarion Global Real Estate Sub-Account................    16,471,958      186,042,092     33,695,540       21,791,337
MIST ClearBridge Aggressive Growth II Sub-Account..........     1,236,585       87,905,039     25,671,132       39,209,879
MIST ClearBridge Aggressive Growth Sub-Account.............    34,402,945      285,713,931     64,106,785       39,794,082
MIST Goldman Sachs Mid Cap Value Sub-Account...............     9,595,851      125,486,222     24,251,997       31,403,632
MIST Harris Oakmark International Sub-Account..............    36,800,509      503,074,943     71,257,624       62,098,633
MIST Invesco Balanced-Risk Allocation Sub-Account..........    79,693,833      828,213,545    299,761,843      123,809,111
MIST Invesco Comstock Sub-Account..........................    30,548,350      269,995,421     33,140,328       30,436,307
MIST Invesco Mid Cap Value Sub-Account.....................     7,049,086      100,237,071      7,632,318       26,084,710
MIST Invesco Small Cap Growth Sub-Account..................    15,999,668      212,350,271     40,481,426       37,989,461
MIST JPMorgan Core Bond Sub-Account........................    30,726,105      322,736,031    368,984,257      390,876,104
MIST JPMorgan Global Active Allocation Sub-Account.........    64,494,802      685,972,211    411,902,306        1,046,679
MIST JPMorgan Small Cap Value Sub-Account..................     1,398,723       18,072,538      1,214,511        4,652,727
MIST Loomis Sayles Global Markets Sub-Account..............    12,202,424      138,603,312     12,633,756       33,927,527
MIST Lord Abbett Bond Debenture Sub-Account................    19,329,797      235,054,182     46,184,123       55,703,031
MIST Met/Eaton Vance Floating Rate Sub-Account.............     7,863,380       81,726,682     38,100,553        9,085,203
MIST Met/Franklin Low Duration Total Return Sub-Account....    13,988,758      139,401,727    103,155,123        6,840,638
MIST Met/Templeton International Bond Sub-Account..........     4,491,942       52,667,789      6,151,132        9,956,495
MIST MetLife Aggressive Strategy Sub-Account...............    49,251,609      505,233,905     31,238,424       66,673,079
MIST MetLife Balanced Plus Sub-Account.....................   545,623,587    5,483,698,749  1,326,655,191       29,363,967
MIST MetLife Balanced Strategy Sub-Account.................   595,887,355    6,184,791,946    179,740,906      582,662,431
MIST MetLife Defensive Strategy Sub-Account................   166,200,441    1,713,481,836    126,802,565      556,770,928
MIST MetLife Growth Strategy Sub-Account...................   481,641,251    5,446,815,057    810,166,419      458,140,055
MIST MetLife Moderate Strategy Sub-Account.................   285,069,002    2,916,035,754    125,354,093      359,014,276
MIST MetLife Multi-Index Targeted Risk Sub-Account.........    18,679,458      202,610,249    191,498,331           48,099
MIST MFS Emerging Markets Equity Sub-Account...............    44,365,465      429,598,932     57,899,097       24,196,300
MIST MFS Research International Sub-Account................    27,847,098      301,254,346     12,515,033       40,936,928
MIST Morgan Stanley Mid Cap Growth Sub-Account.............    15,499,415      162,566,616     20,430,987        9,125,428
MIST Oppenheimer Global Equity Sub-Account.................     3,800,227       65,786,011     61,353,234        5,032,293
MIST PIMCO Inflation Protected Bond Sub-Account............    83,143,341      917,851,914    113,879,964      147,677,711
MIST PIMCO Total Return Sub-Account........................   170,631,086    2,023,321,900    195,309,222      261,044,205
MIST Pioneer Fund Sub-Account..............................    15,949,343      210,761,236     32,571,171       21,029,394
MIST Pioneer Strategic Income Sub-Account..................    82,625,885      876,148,740    186,717,427       40,347,909
MIST Pyramis Government Income Sub-Account.................    69,421,888      747,414,598     57,541,272      248,471,876
MIST Pyramis Managed Risk Sub-Account (a)..................     7,404,844       76,527,808     77,271,884          733,179
MIST Schroders Global Multi-Asset Sub-Account..............    37,615,021      401,061,129    226,828,734       15,434,410
MIST SSgA Growth and Income ETF Sub-Account................   122,339,438    1,318,083,174    105,350,093      161,848,161
MIST SSgA Growth ETF Sub-Account...........................    39,535,139      399,830,404     57,552,201       48,415,555
MIST T. Rowe Price Large Cap Value Sub-Account.............    20,556,073      503,855,462     37,831,867       83,996,502
MIST T. Rowe Price Mid Cap Growth Sub-Account..............    48,128,833      393,410,732     44,118,921       76,252,053
MIST Third Avenue Small Cap Value Sub-Account..............    15,828,125      220,268,628     14,374,066       56,713,788
MSF Baillie Gifford International Stock Sub-Account........    29,234,216      273,113,712    311,182,861       42,899,023
MSF Barclays Aggregate Bond Index Sub-Account..............    15,178,976      166,570,569     38,878,822       18,832,470
MSF BlackRock Bond Income Sub-Account......................       538,412       57,649,078     12,957,166        9,373,622
MSF BlackRock Capital Appreciation Sub-Account.............       403,724       10,024,567      2,229,406        2,708,887
MSF BlackRock Large Cap Value Sub-Account..................       315,551        3,404,072        669,760          572,388
MSF BlackRock Money Market Sub-Account.....................     4,613,432      461,343,188    176,370,619      284,137,550
MSF Davis Venture Value Sub-Account........................    15,402,597      420,921,811     31,456,149      105,816,524
MSF Frontier Mid Cap Growth Sub-Account (a)................     2,404,461       69,147,627     81,218,276       13,293,468

(a)  For the period April 29, 2013 to December 31, 2013.                        

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

6.  STATEMENTS OF INVESTMENTS -- (CONCLUDED)                                    

                                                        [Enlarge/Download Table]

                                                                                                  FOR THE YEAR ENDED      
                                                                AS OF DECEMBER 31, 2013            DECEMBER 31, 2013      
                                                            ------------------------------  ------------------------------
                                                                                                COST OF        PROCEEDS   
                                                               SHARES           COST ($)     PURCHASES ($)  FROM SALES ($)
                                                            -------------    -------------  --------------  --------------
                                                                                                                          
MSF Jennison Growth Sub-Account............................    37,390,273      429,630,599     69,265,860      113,538,069
MSF Loomis Sayles Small Cap Core Sub-Account...............        46,607       10,168,424      3,048,297        4,215,033
MSF Loomis Sayles Small Cap Growth Sub-Account.............        14,168          188,007        211,819           74,553
MSF Met/Artisan Mid Cap Value Sub-Account..................     1,091,073      231,985,737     27,383,064       33,513,723
MSF Met/Dimensional International Small Company                                                                           
  Sub-Account..............................................     3,950,002       55,914,922     10,427,096        8,833,121
MSF MetLife Conservative Allocation Sub-Account............       626,354        6,754,260        919,266        3,127,833
MSF MetLife Conservative to Moderate Allocation                                                                           
  Sub-Account..............................................       599,876        6,335,265        483,309          849,587
MSF MetLife Mid Cap Stock Index Sub-Account................     6,902,966       92,816,482     28,544,426       18,949,282
MSF MetLife Moderate Allocation Sub-Account................     3,261,902       36,107,143      2,229,013        5,177,503
MSF MetLife Moderate to Aggressive Allocation Sub-Account..     3,987,522       44,870,344      1,095,801        6,663,266
MSF MetLife Stock Index Sub-Account........................    13,516,120      389,602,723     60,002,522       68,223,696
MSF MFS Total Return Sub-Account...........................       284,564       39,885,789     10,177,103        5,437,805
MSF MFS Value Sub-Account..................................    14,761,892      212,369,045    193,949,379       28,267,507
MSF MSCI EAFE Index Sub-Account............................     8,270,194       94,840,872     27,821,011       13,494,237
MSF Neuberger Berman Genesis Sub-Account...................     9,637,909      136,490,541    142,024,747       20,468,073
MSF Russell 2000 Index Sub-Account.........................     7,254,916       97,425,995     27,526,307       13,260,092
MSF T. Rowe Price Large Cap Growth Sub-Account.............     6,246,221      121,943,961    135,856,780       16,437,400
MSF T. Rowe Price Small Cap Growth Sub-Account.............       452,030        6,447,448      2,107,576        2,155,378
MSF Van Eck Global Natural Resources Sub-Account...........     7,538,920      111,407,740     11,063,333       27,639,732
MSF Western Asset Management U.S. Government                                                                              
  Sub-Account..............................................    24,419,140      293,673,478     28,293,902       40,921,526
Neuberger Berman Genesis Sub-Account.......................           170            6,315            744               84
Oppenheimer Main Street Small Cap Fund/VA Sub-Account......     4,469,453       66,979,251      4,589,759       12,914,070
Oppenheimer VA Core Bond Sub-Account.......................         1,105           11,403            459              403
Oppenheimer VA Global Strategic Income Sub-Account.........           835            4,111            226               72
Oppenheimer VA Main Street Sub-Account.....................         3,330           68,347          1,023            5,420
Oppenheimer VA Money Sub-Account...........................         4,008            4,008              1          108,958
Pioneer VCT Disciplined Value Sub-Account..................       140,183        1,349,515        138,952          691,311
Pioneer VCT Emerging Markets Sub-Account...................        29,182          698,961        114,121          161,395
Pioneer VCT Equity Income Sub-Account......................        23,453          418,014         15,014           63,283
Pioneer VCT Ibbotson Growth Allocation Sub-Account.........     1,594,684       12,459,847        731,230        2,137,215
Pioneer VCT Ibbotson Moderate Allocation Sub-Account.......     2,404,547       20,332,710        858,176        2,875,809
Pioneer VCT Mid Cap Value Sub-Account......................     3,154,897       54,265,442      2,889,298        5,251,801
Pioneer VCT Real Estate Shares Sub-Account.................        13,450          194,425         45,554           18,061
T. Rowe Price Growth Stock Sub-Account.....................       158,630        4,682,926        561,068        1,031,842
T. Rowe Price International Stock Sub-Account..............        40,209          555,287         25,016           91,068
T. Rowe Price Prime Reserve Sub-Account....................       558,450          558,450        508,210          672,907
UIF U.S. Real Estate Sub-Account...........................     6,415,183      102,746,012     16,458,164        6,599,672

(a)  For the period April 29, 2013 to December 31, 2013.                        

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

7.  SCHEDULES OF UNITS                                                          
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012:                         

                                                        [Enlarge/Download Table]


                                        ALGER SMALL CAP GROWTH             AMERICAN FUNDS BOND       
                                              SUB-ACCOUNT                      SUB-ACCOUNT           
                                    -------------------------------  ------------------------------- 
                                         2013             2012            2013             2012      
                                    --------------  ---------------  ---------------  -------------- 

                                                                                                     
Units beginning of year............      4,795,545        5,212,661        7,687,811       6,703,194 
Units issued and transferred                                                                         
   from other funding options......        231,164          325,189        2,005,667       2,184,489 
Units redeemed and transferred to                                                                    
   other funding options...........      (639,591)        (742,305)      (1,331,533)     (1,199,872) 
                                    --------------  ---------------  ---------------  -------------- 
Units end of year..................      4,387,118        4,795,545        8,361,945       7,687,811 
                                    ==============  ===============  ===============  ============== 


                                                                             AMERICAN FUNDS          
                                     AMERICAN FUNDS GLOBAL GROWTH      GLOBAL SMALL CAPITALIZATION   
                                              SUB-ACCOUNT                      SUB-ACCOUNT           
                                    -------------------------------  ------------------------------- 
                                         2013             2012             2013            2012      
                                    ---------------  --------------  ---------------  -------------- 

                                                                                                     
Units beginning of year............       8,485,913       8,205,329        3,385,796       3,080,674 
Units issued and transferred                                                                         
   from other funding options......       1,261,036       1,718,893          652,214         863,669 
Units redeemed and transferred to                                                                    
   other funding options...........     (1,413,396)     (1,438,309)        (662,267)       (558,547) 
                                    ---------------  --------------  ---------------  -------------- 
Units end of year..................       8,333,553       8,485,913        3,375,743       3,385,796 
                                    ===============  ==============  ===============  ============== 



                                         AMERICAN FUNDS GROWTH         AMERICAN FUNDS GROWTH-INCOME  
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                    --------------------------------  -------------------------------
                                          2013            2012             2013            2012      
                                    ---------------  ---------------  --------------  ---------------

                                                                                                     
Units beginning of year............       4,113,319        3,976,212       2,745,842        2,773,925
Units issued and transferred                                                                         
   from other funding options......         453,387          749,508         297,744          440,944
Units redeemed and transferred to                                                                    
   other funding options...........       (629,462)        (612,401)       (461,701)        (469,027)
                                    ---------------  ---------------  --------------  ---------------
Units end of year..................       3,937,244        4,113,319       2,581,885        2,745,842
                                    ===============  ===============  ==============  ===============

                                                        [Enlarge/Download Table]

                                          DWS I INTERNATIONAL           FEDERATED HIGH INCOME BOND    
                                              SUB-ACCOUNT                       SUB-ACCOUNT           
                                    --------------------------------  --------------------------------
                                         2013             2012              2013             2012     
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............       2,040,232        2,245,605            2,556            3,549
Units issued and transferred                                                                          
   from other funding options......         147,844          214,706               --               --
Units redeemed and transferred to                                                                     
   other funding options...........       (299,464)        (420,079)             (11)            (993)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................       1,888,612        2,040,232            2,545            2,556
                                    ===============  ===============  ===============  ===============


                                            FEDERATED KAUFMAN           FIDELITY VIP ASSET MANAGER    
                                               SUB-ACCOUNT                      SUB-ACCOUNT           
                                    --------------------------------  --------------------------------
                                         2013             2012             2013             2012      
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............           6,002           12,138        6,517,939        7,353,740
Units issued and transferred                                                                          
   from other funding options......              --               --          203,227          274,275
Units redeemed and transferred to                                                                     
   other funding options...........           (166)          (6,136)        (835,636)      (1,110,076)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................           5,836            6,002        5,885,530        6,517,939
                                    ===============  ===============  ===============  ===============


                                        FIDELITY VIP CONTRAFUND          FIDELITY VIP EQUITY-INCOME   
                                              SUB-ACCOUNT                        SUB-ACCOUNT          
                                    --------------------------------  --------------------------------
                                          2013             2012             2013             2012     
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............      15,604,750       15,588,853          400,352          460,289
Units issued and transferred                                                                          
   from other funding options......       4,408,947        2,218,180            5,137            3,099
Units redeemed and transferred to                                                                     
   other funding options...........     (2,296,246)      (2,202,283)         (63,929)         (63,036)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................      17,717,451       15,604,750          341,560          400,352
                                    ===============  ===============  ===============  ===============

                                                        [Enlarge/Download Table]

                                     FIDELITY VIP FUNDSMANAGER 50%     FIDELITY VIP FUNDSMANAGER 60%  
                                              SUB-ACCOUNT                       SUB-ACCOUNT           
                                    --------------------------------  --------------------------------
                                         2013           2012 (a)           2013             2012      
                                    ---------------  ---------------  ---------------  -------------- 

                                                                                                      
Units beginning of year............      39,080,828               --      345,636,001     272,464,191 
Units issued and transferred                                                                          
   from other funding options......     123,377,437       39,341,051          492,775      86,542,932 
Units redeemed and transferred to                                                                     
   other funding options...........     (3,504,235)        (260,223)     (12,977,090)    (13,371,122) 
                                    ---------------  ---------------  ---------------  -------------- 
Units end of year..................     158,954,030       39,080,828      333,151,686     345,636,001 
                                    ===============  ===============  ===============  ============== 


                                          FIDELITY VIP GROWTH             FIDELITY VIP INDEX 500      
                                              SUB-ACCOUNT                       SUB-ACCOUNT           
                                    -------------------------------  -------------------------------- 
                                         2013             2012             2013             2012      
                                    --------------  ---------------  ---------------  --------------- 

                                                                                                      
Units beginning of year............      9,085,626        9,918,387        3,530,426        3,976,112 
Units issued and transferred                                                                          
   from other funding options......        341,709          730,546           21,793           28,294 
Units redeemed and transferred to                                                                     
   other funding options...........    (1,232,955)      (1,563,307)        (460,663)        (473,980) 
                                    --------------  ---------------  ---------------  --------------- 
Units end of year..................      8,194,380        9,085,626        3,091,556        3,530,426 
                                    ==============  ===============  ===============  =============== 


                                          FIDELITY VIP MID CAP           FIDELITY VIP MONEY MARKET    
                                               SUB-ACCOUNT                      SUB-ACCOUNT           
                                    --------------------------------  --------------------------------
                                          2013             2012             2013             2012     
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............       7,598,912        6,289,465        8,041,430        8,001,050
Units issued and transferred                                                                          
   from other funding options......       1,446,862        2,176,791      139,410,710      120,413,155
Units redeemed and transferred to                                                                     
   other funding options...........     (1,253,103)        (867,344)    (139,144,730)    (120,372,775)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................       7,792,671        7,598,912        8,307,410        8,041,430
                                    ===============  ===============  ===============  ===============

                                                        [Enlarge/Download Table]

                                                                              FTVIPT FRANKLIN         
                                          FIDELITY VIP OVERSEAS              INCOME SECURITIES        
                                               SUB-ACCOUNT                      SUB-ACCOUNT           
                                    --------------------------------  --------------------------------
                                          2013             2012            2013             2012      
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............         509,517          540,072        4,708,870        4,290,472
Units issued and transferred                                                                          
   from other funding options......          12,503           26,857          860,767        1,191,730
Units redeemed and transferred to                                                                     
   other funding options...........        (74,877)         (57,412)        (649,971)        (773,332)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................         447,143          509,517        4,919,666        4,708,870
                                    ===============  ===============  ===============  ===============


                                            FTVIPT FRANKLIN                 FTVIPT MUTUAL SHARES      
                                      SMALL CAP VALUE SECURITIES                 SECURITIES           
                                              SUB-ACCOUNT                        SUB-ACCOUNT          
                                    --------------------------------  --------------------------------
                                         2013             2012              2013             2012     
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............       8,321,925        5,710,847        5,768,385        5,952,328
Units issued and transferred                                                                          
   from other funding options......       2,576,537        3,738,614          550,522          965,771
Units redeemed and transferred to                                                                     
   other funding options...........     (1,714,039)      (1,127,536)        (841,541)      (1,149,714)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................       9,184,423        8,321,925        5,477,366        5,768,385
                                    ===============  ===============  ===============  ===============


                                            FTVIPT TEMPLETON                 FTVIPT TEMPLETON         
                                           FOREIGN SECURITIES             GLOBAL BOND SECURITIES      
                                               SUB-ACCOUNT                      SUB-ACCOUNT           
                                    --------------------------------  --------------------------------
                                          2013             2012            2013             2012      
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............       2,730,167        2,720,421       11,067,808        8,104,261
Units issued and transferred                                                                          
   from other funding options......         184,075          444,001        3,547,855        4,284,150
Units redeemed and transferred to                                                                     
   other funding options...........       (457,225)        (434,255)      (1,664,761)      (1,320,603)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................       2,457,017        2,730,167       12,950,902       11,067,808
                                    ===============  ===============  ===============  ===============


(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

7.  SCHEDULES OF UNITS -- (CONTINUED)                                           
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012:                         

                                                        [Enlarge/Download Table]

                                     INVESCO V.I. AMERICAN FRANCHISE       INVESCO V.I. AMERICAN VALUE    
                                               SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  --------------------------------- 
                                          2013              2012              2013              2012      
                                    ----------------  ----------------  ----------------  --------------- 

                                                                                                          
Units beginning of year............           28,015            18,874         5,515,798        4,490,470 
Units issued and transferred                                                                              
   from other funding options......                5            17,706         1,405,833        1,827,974 
Units redeemed and transferred to                                                                         
   other funding options...........          (5,873)           (8,565)         (958,158)        (802,646) 
                                    ----------------  ----------------  ----------------  --------------- 
Units end of year..................           22,147            28,015         5,963,473        5,515,798 
                                    ================  ================  ================  =============== 


                                        INVESCO V.I. CORE EQUITY        INVESCO V.I. EQUITY AND INCOME    
                                               SUB-ACCOUNT                        SUB-ACCOUNT             
                                    --------------------------------  ----------------------------------  
                                         2013             2012              2013              2012        
                                    ---------------  ---------------  ----------------  ----------------  

                                                                                                          
Units beginning of year............          49,005           63,191        29,563,858        27,370,136  
Units issued and transferred                                                                              
   from other funding options......               1               18         5,739,587         6,876,521  
Units redeemed and transferred to                                                                         
   other funding options...........         (9,171)         (14,204)       (3,975,190)       (4,682,799)  
                                    ---------------  ---------------  ----------------  ----------------  
Units end of year..................          39,835           49,005        31,328,255        29,563,858  
                                    ===============  ===============  ================  ================  


                                     INVESCO V.I. GLOBAL REAL ESTATE     INVESCO V.I. GROWTH AND INCOME   
                                               SUB-ACCOUNT                         SUB-ACCOUNT            
                                    ----------------------------------  ----------------------------------
                                          2013              2012              2013              2012      
                                    ----------------  ----------------  ----------------  ----------------

                                                                                                          
Units beginning of year............        2,556,360         1,863,096        13,407,203        11,777,382
Units issued and transferred                                                                              
   from other funding options......        1,352,296         1,078,991         2,432,918         3,449,278
Units redeemed and transferred to                                                                         
   other funding options...........        (654,076)         (385,727)       (2,040,267)       (1,819,457)
                                    ----------------  ----------------  ----------------  ----------------
Units end of year..................        3,254,580         2,556,360        13,799,854        13,407,203
                                    ================  ================  ================  ================

                                                        [Enlarge/Download Table]


                                    INVESCO V.I. INTERNATIONAL GROWTH    JANUS ASPEN GLOBAL RESEARCH  
                                               SUB-ACCOUNT                       SUB-ACCOUNT          
                                    ---------------------------------  -------------------------------
                                          2013            2012              2013             2012     
                                     --------------  --------------    --------------  ---------------

                                                                                                      
Units beginning of year............       8,127,475       6,481,068               769              769
Units issued and transferred                                                                          
   from other funding options......       1,760,912       2,444,775                --               --
Units redeemed and transferred to                                                                     
   other funding options...........       (987,033)       (798,368)              (48)               --
                                     --------------  --------------    --------------  ---------------
Units end of year..................       8,901,354       8,127,475               721              769
                                     ==============  ==============    ==============  ===============


                                           LMPVET CLEARBRIDGE               LMPVET CLEARBRIDGE        
                                       VARIABLE AGGRESSIVE GROWTH         VARIABLE ALL CAP VALUE      
                                               SUB-ACCOUNT                      SUB-ACCOUNT           
                                    --------------------------------  --------------------------------
                                          2013             2012            2013             2012      
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............      11,687,754       11,855,614        3,081,671        3,213,146
Units issued and transferred                                                                          
   from other funding options......       2,702,461        2,474,667          316,163          465,469
Units redeemed and transferred to                                                                     
   other funding options...........     (2,411,214)      (2,642,527)        (475,543)        (596,944)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................      11,979,001       11,687,754        2,922,291        3,081,671
                                    ===============  ===============  ===============  ===============


                                          LMPVET CLEARBRIDGE                LMPVET CLEARBRIDGE        
                                         VARIABLE APPRECIATION            VARIABLE EQUITY INCOME      
                                              SUB-ACCOUNT                       SUB-ACCOUNT           
                                    --------------------------------  ------------------------------- 
                                         2013             2012             2013             2012      
                                    ---------------  ---------------  ---------------  -------------- 

                                                                                                      
Units beginning of year............       7,908,912        7,021,537        9,055,914       8,013,455 
Units issued and transferred                                                                          
   from other funding options......       1,753,644        2,091,600        2,599,732       2,895,083 
Units redeemed and transferred to                                                                     
   other funding options...........     (1,058,149)      (1,204,225)      (1,411,492)     (1,852,624) 
                                    ---------------  ---------------  ---------------  -------------- 
Units end of year..................       8,604,407        7,908,912       10,244,154       9,055,914 
                                    ===============  ===============  ===============  ============== 

                                                        [Enlarge/Download Table]

                                      LMPVET CLEARBRIDGE VARIABLE       LMPVET CLEARBRIDGE VARIABLE  
                                           LARGE CAP GROWTH                   LARGE CAP VALUE        
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                    --------------------------------  -------------------------------
                                          2013            2012             2013             2012     
                                    ---------------  ---------------  --------------  ---------------

                                                                                                     
Units beginning of year............         283,429          363,040         286,427          265,335
Units issued and transferred                                                                         
   from other funding options......          16,933           26,721          91,925           92,095
Units redeemed and transferred to                                                                    
   other funding options...........        (57,408)        (106,332)        (58,751)         (71,003)
                                    ---------------  ---------------  --------------  ---------------
Units end of year..................         242,954          283,429         319,601          286,427
                                    ===============  ===============  ==============  ===============


                                      LMPVET CLEARBRIDGE VARIABLE        LMPVET INVESTMENT COUNSEL   
                                           SMALL CAP GROWTH              VARIABLE SOCIAL AWARENESS   
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                    --------------------------------  -------------------------------
                                          2013            2012             2013             2012     
                                    ---------------  ---------------  --------------  ---------------

                                                                                                     
Units beginning of year............       3,457,289        2,686,955           9,185           17,377
Units issued and transferred                                                                         
   from other funding options......       1,487,008        1,387,037             363              341
Units redeemed and transferred to                                                                    
   other funding options...........       (841,470)        (616,703)         (1,616)          (8,533)
                                    ---------------  ---------------  --------------  ---------------
Units end of year..................       4,102,827        3,457,289           7,932            9,185
                                    ===============  ===============  ==============  ===============


                                            LMPVET VARIABLE                  LMPVET VARIABLE         
                                       LIFESTYLE ALLOCATION 50%         LIFESTYLE ALLOCATION 70%     
                                              SUB-ACCOUNT                      SUB-ACCOUNT           
                                    -------------------------------  ------------------------------- 
                                         2013             2012            2013             2012      
                                    ---------------  --------------  --------------  --------------- 

                                                                                                     
Units beginning of year............       1,699,443       1,414,982         162,342          219,583 
Units issued and transferred                                                                         
   from other funding options......         532,901         529,688          12,965            1,501 
Units redeemed and transferred to                                                                    
   other funding options...........       (220,911)       (245,227)        (53,912)         (58,742) 
                                    ---------------  --------------  --------------  --------------- 
Units end of year..................       2,011,433       1,699,443         121,395          162,342 
                                    ===============  ==============  ==============  =============== 

                                                        [Enlarge/Download Table]

                                       LMPVET VARIABLE LIFESTYLE      LMPVIT WESTERN ASSET VARIABLE   
                                            ALLOCATION 85%               GLOBAL HIGH YIELD BOND       
                                              SUB-ACCOUNT                      SUB-ACCOUNT            
                                    -------------------------------  ------------------------------   
                                         2013             2012            2013            2012        
                                    ---------------  --------------  --------------  --------------   

                                                                                                      
Units beginning of year............       5,015,187       4,732,454       4,039,328       3,594,817   
Units issued and transferred                                                                          
   from other funding options......         343,106         820,273       1,173,324       1,232,020   
Units redeemed and transferred to                                                                     
   other funding options...........       (568,108)       (537,540)       (825,774)       (787,509)   
                                    ---------------  --------------  --------------  --------------   
Units end of year..................       4,790,185       5,015,187       4,386,878       4,039,328   
                                    ===============  ==============  ==============  ==============   



                                         MFS VIT INVESTORS TRUST            MFS VIT NEW DISCOVERY     
                                               SUB-ACCOUNT                       SUB-ACCOUNT          
                                    --------------------------------  --------------------------------
                                          2013             2012             2013             2012     
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............           3,616            7,050            4,161            4,939
Units issued and transferred                                                                          
   from other funding options......              --               --               --               --
Units redeemed and transferred to                                                                     
   other funding options...........            (99)          (3,434)            (867)            (778)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................           3,517            3,616            3,294            4,161
                                    ===============  ===============  ===============  ===============


                                                                       MIST ALLIANCEBERNSTEIN GLOBAL  
                                           MFS VIT RESEARCH                 DYNAMIC ALLOCATION        
                                              SUB-ACCOUNT                       SUB-ACCOUNT           
                                    --------------------------------  --------------------------------
                                          2013            2012             2013             2012      
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............           8,335            8,675      267,334,005      168,434,681
Units issued and transferred                                                                          
   from other funding options......              92               --       49,782,034      116,824,775
Units redeemed and transferred to                                                                     
   other funding options...........           (295)            (340)     (30,859,953)     (17,925,451)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................           8,132            8,335      286,256,086      267,334,005
                                    ===============  ===============  ===============  ===============


(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

7.  SCHEDULES OF UNITS -- (CONTINUED)                                           
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012:                         

                                                        [Enlarge/Download Table]

                                             MIST AMERICAN                  MIST AMERICAN FUNDS      
                                       FUNDS BALANCED ALLOCATION             GROWTH ALLOCATION       
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                    --------------------------------  -------------------------------
                                          2013            2012             2013             2012     
                                    ---------------  ---------------  --------------  ---------------

                                                                                                     
Units beginning of year............     292,605,761      306,967,734     149,020,463      159,224,115
Units issued and transferred                                                                         
   from other funding options......      18,431,005       19,362,093      20,136,813       14,465,078
Units redeemed and transferred to                                                                    
   other funding options...........    (34,206,231)     (33,724,066)    (21,362,764)     (24,668,730)
                                    ---------------  ---------------  --------------  ---------------
Units end of year..................     276,830,535      292,605,761     147,794,512      149,020,463
                                    ===============  ===============  ==============  ===============


                                                                            MIST AMERICAN FUNDS      
                                      MIST AMERICAN FUNDS GROWTH            MODERATE ALLOCATION      
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                    -------------------------------  --------------------------------
                                         2013             2012             2013            2012      
                                    ---------------  --------------  ---------------  ---------------

                                                                                                     
Units beginning of year............      54,812,434      64,256,598      159,499,085      168,982,398
Units issued and transferred                                                                         
   from other funding options......      19,877,224       8,420,717        6,661,377       10,897,945
Units redeemed and transferred to                                                                    
   other funding options...........    (15,095,840)    (17,864,881)     (18,387,247)     (20,381,258)
                                    ---------------  --------------  ---------------  ---------------
Units end of year..................      59,593,818      54,812,434      147,773,215      159,499,085
                                    ===============  ==============  ===============  ===============


                                         MIST AQR GLOBAL RISK             MIST BLACKROCK GLOBAL      
                                               BALANCED                    TACTICAL STRATEGIES       
                                              SUB-ACCOUNT                      SUB-ACCOUNT           
                                    -------------------------------  --------------------------------
                                         2013             2012             2013            2012      
                                    --------------  ---------------  ---------------  ---------------

                                                                                                     
Units beginning of year............    324,843,850      179,038,392      471,913,542      297,189,715
Units issued and transferred                                                                         
   from other funding options......     59,582,950      166,064,494       76,646,145      206,814,495
Units redeemed and transferred to                                                                    
   other funding options...........   (89,318,604)     (20,259,036)     (60,984,960)     (32,090,668)
                                    --------------  ---------------  ---------------  ---------------
Units end of year..................    295,108,196      324,843,850      487,574,727      471,913,542
                                    ==============  ===============  ===============  ===============

                                                        [Enlarge/Download Table]


                                       MIST BLACKROCK HIGH YIELD       MIST BLACKROCK LARGE CAP CORE  
                                              SUB-ACCOUNT                       SUB-ACCOUNT           
                                    --------------------------------  ------------------------------- 
                                          2013            2012             2013             2012      
                                    ---------------  ---------------  --------------  --------------- 

                                                                                                      
Units beginning of year............      11,949,833       10,891,616       1,423,242        1,414,721 
Units issued and transferred                                                                          
   from other funding options......       4,448,298        6,729,999         248,426          448,336 
Units redeemed and transferred to                                                                     
   other funding options...........     (5,614,449)      (5,671,782)       (411,414)        (439,815) 
                                    ---------------  ---------------  --------------  --------------- 
Units end of year..................      10,783,682       11,949,833       1,260,254        1,423,242 
                                    ===============  ===============  ==============  =============== 


                                                                              MIST CLEARBRIDGE        
                                    MIST CLARION GLOBAL REAL ESTATE         AGGRESSIVE GROWTH II      
                                              SUB-ACCOUNT                        SUB-ACCOUNT          
                                    --------------------------------  --------------------------------
                                         2013             2012              2013            2012      
                                    ---------------  --------------   ---------------  ---------------

                                                                                                      
Units beginning of year............      10,967,900      11,304,866           687,043          543,584
Units issued and transferred                                                                          
   from other funding options......       3,149,547       2,105,122           252,978          362,623
Units redeemed and transferred to                                                                     
   other funding options...........     (3,017,856)     (2,442,088)         (335,228)        (219,164)
                                    ---------------  --------------   ---------------  ---------------
Units end of year..................      11,099,591      10,967,900           604,793          687,043
                                    ===============  ==============   ===============  ===============


                                           MIST CLEARBRIDGE                MIST GOLDMAN SACHS         
                                           AGGRESSIVE GROWTH                  MID CAP VALUE           
                                              SUB-ACCOUNT                      SUB-ACCOUNT            
                                    -------------------------------  -------------------------------  
                                         2013             2012            2013             2012       
                                    --------------  ---------------  ---------------  --------------  

                                                                                                      
Units beginning of year............     33,802,849       35,764,496        8,486,283       9,263,271  
Units issued and transferred                                                                          
   from other funding options......     12,353,599        7,911,776        2,123,717       1,124,342  
Units redeemed and transferred to                                                                     
   other funding options...........    (9,856,765)      (9,873,423)      (2,670,616)     (1,901,330)  
                                    --------------  ---------------  ---------------  --------------  
Units end of year..................     36,299,683       33,802,849        7,939,384       8,486,283  
                                    ==============  ===============  ===============  ==============  

                                                        [Enlarge/Download Table]

                                          MIST HARRIS OAKMARK                MIST INVESCO             
                                             INTERNATIONAL             BALANCED-RISK ALLOCATION       
                                              SUB-ACCOUNT                     SUB-ACCOUNT             
                                    ------------------------------  -------------------------------   
                                         2013            2012             2013          2012 (b)      
                                    --------------  --------------  ---------------  --------------   

                                                                                                      
Units beginning of year............     25,722,293      28,033,038      631,214,101              --   
Units issued and transferred                                                                          
   from other funding options......      6,769,558       5,193,899      443,294,590     650,591,123   
Units redeemed and transferred to                                                                     
   other funding options...........    (6,722,399)     (7,504,644)    (273,647,738)    (19,377,022)   
                                    --------------  --------------  ---------------  --------------   
Units end of year..................     25,769,452      25,722,293      800,860,953     631,214,101   
                                    ==============  ==============  ===============  ==============   



                                         MIST INVESCO COMSTOCK           MIST INVESCO MID CAP VALUE   
                                              SUB-ACCOUNT                        SUB-ACCOUNT          
                                    --------------------------------  --------------------------------
                                          2013            2012              2013            2012      
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............      26,662,653       25,137,797        5,175,603        5,366,862
Units issued and transferred                                                                          
   from other funding options......       6,360,415        7,479,612          726,776          997,969
Units redeemed and transferred to                                                                     
   other funding options...........     (6,133,804)      (5,954,756)      (1,282,477)      (1,189,228)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................      26,889,264       26,662,653        4,619,902        5,175,603
                                    ===============  ===============  ===============  ===============



                                     MIST INVESCO SMALL CAP GROWTH       MIST JPMORGAN CORE BOND      
                                              SUB-ACCOUNT                      SUB-ACCOUNT            
                                    -------------------------------  -------------------------------  
                                         2013             2012            2013             2012       
                                    --------------  ---------------  --------------  ---------------  

                                                                                                      
Units beginning of year............     13,528,657       13,942,780      31,242,391       32,528,572  
Units issued and transferred                                                                          
   from other funding options......      3,270,520        3,212,680      69,538,044        7,302,721  
Units redeemed and transferred to                                                                     
   other funding options...........    (3,796,043)      (3,626,803)    (71,340,945)      (8,588,902)  
                                    --------------  ---------------  --------------  ---------------  
Units end of year..................     13,003,134       13,528,657      29,439,490       31,242,391  
                                    ==============  ===============  ==============  ===============  

                                                        [Enlarge/Download Table]

                                          MIST JPMORGAN GLOBAL                                       
                                            ACTIVE ALLOCATION          MIST JPMORGAN SMALL CAP VALUE 
                                               SUB-ACCOUNT                      SUB-ACCOUNT          
                                    --------------------------------  -------------------------------
                                          2013          2012 (b)           2013             2012     
                                    ---------------  ---------------  ---------------  --------------

                                                                                                     
Units beginning of year............     269,034,003               --        1,643,159       1,650,824
Units issued and transferred                                                                         
   from other funding options......     441,036,411      274,291,117          124,281         241,604
Units redeemed and transferred to                                                                    
   other funding options...........    (60,216,445)      (5,257,114)        (311,857)       (249,269)
                                    ---------------  ---------------  ---------------  --------------
Units end of year..................     649,853,969      269,034,003        1,455,583       1,643,159
                                    ===============  ===============  ===============  ==============


                                           MIST LOOMIS SAYLES                MIST LORD ABBETT        
                                             GLOBAL MARKETS                   BOND DEBENTURE         
                                               SUB-ACCOUNT                      SUB-ACCOUNT          
                                    --------------------------------  ------------------------------ 
                                          2013            2012             2013            2012      
                                    ---------------  ---------------  --------------  -------------- 

                                                                                                     
Units beginning of year............      12,318,466       13,161,956      10,178,078      10,848,076 
Units issued and transferred                                                                         
   from other funding options......       1,930,340        2,618,481       2,088,131       1,371,896 
Units redeemed and transferred to                                                                    
   other funding options...........     (3,405,983)      (3,461,971)     (2,925,191)     (2,041,894) 
                                    ---------------  ---------------  --------------  -------------- 
Units end of year..................      10,842,823       12,318,466       9,341,018      10,178,078 
                                    ===============  ===============  ==============  ============== 


                                         MIST MET/EATON VANCE                MIST MET/FRANKLIN       
                                             FLOATING RATE               LOW DURATION TOTAL RETURN   
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                    --------------------------------  ------------------------------ 
                                          2013            2012             2013            2012      
                                    ---------------  ---------------  --------------  -------------- 

                                                                                                     
Units beginning of year............       5,007,151        4,263,176       4,349,231       2,835,514 
Units issued and transferred                                                                         
   from other funding options......       4,910,363        2,295,738      13,737,199       2,859,109 
Units redeemed and transferred to                                                                    
   other funding options...........     (2,397,545)      (1,551,763)     (4,035,637)     (1,345,392) 
                                    ---------------  ---------------  --------------  -------------- 
Units end of year..................       7,519,969        5,007,151      14,050,793       4,349,231 
                                    ===============  ===============  ==============  ============== 


(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

7.  SCHEDULES OF UNITS -- (CONTINUED)                                           
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012:                         

                                                        [Enlarge/Download Table]

                                          MIST MET/TEMPLETON                 MIST METLIFE             
                                          INTERNATIONAL BOND              AGGRESSIVE STRATEGY         
                                              SUB-ACCOUNT                     SUB-ACCOUNT             
                                    ------------------------------  -------------------------------   
                                         2013            2012            2013             2012        
                                    --------------  --------------  --------------  ---------------   

                                                                                                      
Units beginning of year............      4,238,395       4,276,073      44,655,767       49,390,389   
Units issued and transferred                                                                          
   from other funding options......        985,885       1,128,325       4,811,432        4,301,820   
Units redeemed and transferred to                                                                     
   other funding options...........    (1,318,951)     (1,166,003)     (7,015,919)      (9,036,442)   
                                    --------------  --------------  --------------  ---------------   
Units end of year..................      3,905,329       4,238,395      42,451,280       44,655,767   
                                    ==============  ==============  ==============  ===============   


                                              MIST METLIFE                     MIST METLIFE           
                                              BALANCED PLUS                  BALANCED STRATEGY        
                                               SUB-ACCOUNT                      SUB-ACCOUNT           
                                    --------------------------------  --------------------------------
                                          2013             2012             2013            2012      
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............     438,994,467      257,076,022      550,560,779      592,824,603
Units issued and transferred                                                                          
   from other funding options......     154,477,158      208,342,594       36,007,453       38,366,523
Units redeemed and transferred to                                                                     
   other funding options...........    (46,374,998)     (26,424,149)     (67,366,811)     (80,630,347)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................     547,096,627      438,994,467      519,201,421      550,560,779
                                    ===============  ===============  ===============  ===============


                                             MIST METLIFE                      MIST METLIFE           
                                          DEFENSIVE STRATEGY                  GROWTH STRATEGY         
                                              SUB-ACCOUNT                       SUB-ACCOUNT           
                                    --------------------------------  --------------------------------
                                         2013             2012             2013             2012      
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............     178,585,503      186,262,512      407,576,342      446,977,194
Units issued and transferred                                                                          
   from other funding options......      12,195,405       36,676,249       80,860,643       23,060,082
Units redeemed and transferred to                                                                     
   other funding options...........    (50,200,387)     (44,353,258)     (53,560,238)     (62,460,934)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................     140,580,521      178,585,503      434,876,747      407,576,342
                                    ===============  ===============  ===============  ===============

                                                        [Enlarge/Download Table]

                                             MIST METLIFE               MIST METLIFE MULTI-INDEX    
                                           MODERATE STRATEGY                  TARGETED RISK         
                                              SUB-ACCOUNT                      SUB-ACCOUNT          
                                    -------------------------------  ------------------------------ 
                                         2013             2012            2013          2012 (c)    
                                    --------------  ---------------  --------------  -------------- 

                                                                                                    
Units beginning of year............    266,549,696      281,377,647      11,094,386              -- 
Units issued and transferred                                                                        
   from other funding options......     19,283,696       27,689,670     150,360,164      11,117,372 
Units redeemed and transferred to                                                                   
   other funding options...........   (38,726,315)     (42,517,621)     (7,504,407)        (22,986) 
                                    --------------  ---------------  --------------  -------------- 
Units end of year..................    247,107,077      266,549,696     153,950,143      11,094,386 
                                    ==============  ===============  ==============  ============== 


                                               MIST MFS                         MIST MFS            
                                        EMERGING MARKETS EQUITY          RESEARCH INTERNATIONAL     
                                              SUB-ACCOUNT                      SUB-ACCOUNT          
                                    -------------------------------  -------------------------------
                                         2013             2012            2013             2012     
                                    ---------------  --------------  ---------------  --------------

                                                                                                    
Units beginning of year............      38,352,212      37,004,554       21,667,563      22,841,018
Units issued and transferred                                                                        
   from other funding options......      12,177,917       9,475,344        2,142,621       3,053,885
Units redeemed and transferred to                                                                   
   other funding options...........     (8,906,952)     (8,127,686)      (4,193,701)     (4,227,340)
                                    ---------------  --------------  ---------------  --------------
Units end of year..................      41,623,177      38,352,212       19,616,483      21,667,563
                                    ===============  ==============  ===============  ==============


                                          MIST MORGAN STANLEY               MIST OPPENHEIMER        
                                            MID CAP GROWTH                    GLOBAL EQUITY         
                                              SUB-ACCOUNT                      SUB-ACCOUNT          
                                    -------------------------------  -------------------------------
                                         2013             2012             2013            2012     
                                    ---------------  --------------  ---------------  --------------

                                                                                                    
Units beginning of year............      12,225,316       8,735,505          500,711         559,531
Units issued and transferred                                                                        
   from other funding options......       3,100,228       4,900,360        3,443,548          38,793
Units redeemed and transferred to                                                                   
   other funding options...........     (2,225,641)     (1,410,549)        (816,539)        (97,613)
                                    ---------------  --------------  ---------------  --------------
Units end of year..................      13,099,903      12,225,316        3,127,720         500,711
                                    ===============  ==============  ===============  ==============

                                                        [Enlarge/Download Table]

                                              MIST PIMCO                       MIST PIMCO           
                                       INFLATION PROTECTED BOND               TOTAL RETURN          
                                              SUB-ACCOUNT                      SUB-ACCOUNT          
                                    -------------------------------  -------------------------------
                                         2013            2012             2013            2012      
                                    --------------  ---------------  --------------  ---------------

                                                                                                    
Units beginning of year............     64,013,091       63,087,877     128,302,689      132,311,947
Units issued and transferred                                                                        
   from other funding options......     14,947,068       16,960,767      24,830,457       27,859,521
Units redeemed and transferred to                                                                   
   other funding options...........   (21,311,654)     (16,035,553)    (34,713,308)     (31,868,779)
                                    --------------  ---------------  --------------  ---------------
Units end of year..................     57,648,505       64,013,091     118,419,838      128,302,689
                                    ==============  ===============  ==============  ===============


                                                                              MIST PIONEER          
                                           MIST PIONEER FUND                STRATEGIC INCOME        
                                              SUB-ACCOUNT                      SUB-ACCOUNT          
                                    -------------------------------  -------------------------------
                                         2013            2012             2013            2012      
                                    --------------  ---------------  --------------  ---------------

                                                                                                    
Units beginning of year............     11,331,680        9,480,402      29,638,373       24,444,162
Units issued and transferred                                                                        
   from other funding options......      3,073,514        3,453,766      17,942,693       10,611,047
Units redeemed and transferred to                                                                   
   other funding options...........    (1,972,643)      (1,602,488)     (6,131,045)      (5,416,836)
                                    --------------  ---------------  --------------  ---------------
Units end of year..................     12,432,551       11,331,680      41,450,021       29,638,373
                                    ==============  ===============  ==============  ===============


                                             MIST PYRAMIS             MIST PYRAMIS                  
                                           GOVERNMENT INCOME          MANAGED RISK                  
                                              SUB-ACCOUNT              SUB-ACCOUNT                  
                                    -------------------------------  --------------                 
                                         2013            2012           2013 (d)                    
                                    --------------  ---------------  --------------                 

                                                                                                    
Units beginning of year............     88,599,553       45,618,019              --                 
Units issued and transferred                                                                        
   from other funding options......     20,394,869       64,826,342       7,910,133                 
Units redeemed and transferred to                                                                   
   other funding options...........   (39,506,061)     (21,844,808)       (616,086)                 
                                    --------------  ---------------  --------------                 
Units end of year..................     69,488,361       88,599,553       7,294,047                 
                                    ==============  ===============  ==============                 

                                                        [Enlarge/Download Table]

                                            MIST SCHRODERS                      MIST SSGA           
                                          GLOBAL MULTI-ASSET              GROWTH AND INCOME ETF     
                                              SUB-ACCOUNT                      SUB-ACCOUNT          
                                    -------------------------------  -------------------------------
                                         2013          2012 (b)           2013             2012     
                                    --------------  ---------------  --------------  ---------------

                                                                                                    
Units beginning of year............    179,641,654               --     118,446,237      120,297,977
Units issued and transferred                                                                        
   from other funding options......    254,720,312      184,349,381       8,842,539       17,478,592
Units redeemed and transferred to                                                                   
   other funding options...........   (59,100,608)      (4,707,727)    (16,853,399)     (19,330,332)
                                    --------------  ---------------  --------------  ---------------
Units end of year..................    375,261,358      179,641,654     110,435,377      118,446,237
                                    ==============  ===============  ==============  ===============


                                                                           MIST T. ROWE PRICE       
                                         MIST SSGA GROWTH ETF                LARGE CAP VALUE        
                                              SUB-ACCOUNT                      SUB-ACCOUNT          
                                    -------------------------------  -------------------------------
                                         2013             2012            2013            2012      
                                    --------------  ---------------  --------------  ---------------

                                                                                                    
Units beginning of year............     36,733,044       37,984,453      12,231,249       13,446,503
Units issued and transferred                                                                        
   from other funding options......      5,769,705        8,263,310       1,603,300        1,153,503
Units redeemed and transferred to                                                                   
   other funding options...........    (6,583,525)      (9,514,719)     (2,513,569)      (2,368,757)
                                    --------------  ---------------  --------------  ---------------
Units end of year..................     35,919,224       36,733,044      11,320,980       12,231,249
                                    ==============  ===============  ==============  ===============


                                          MIST T. ROWE PRICE                MIST THIRD AVENUE       
                                            MID CAP GROWTH                   SMALL CAP VALUE        
                                              SUB-ACCOUNT                      SUB-ACCOUNT          
                                    -------------------------------  -------------------------------
                                         2013             2012            2013             2012     
                                    --------------  ---------------  --------------  ---------------

                                                                                                    
Units beginning of year............     41,941,697       44,089,511      15,859,523       18,611,699
Units issued and transferred                                                                        
   from other funding options......      6,286,743        7,017,740       1,894,187        1,630,404
Units redeemed and transferred to                                                                   
   other funding options...........   (10,262,528)      (9,165,554)     (3,760,994)      (4,382,580)
                                    --------------  ---------------  --------------  ---------------
Units end of year..................     37,965,912       41,941,697      13,992,716       15,859,523
                                    ==============  ===============  ==============  ===============


(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

7.  SCHEDULES OF UNITS -- (CONTINUED)                                           
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012:                         

                                                        [Enlarge/Download Table]

                                          MSF BAILLIE GIFFORD                  MSF BARCLAYS          
                                          INTERNATIONAL STOCK              AGGREGATE BOND INDEX      
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                    -------------------------------  --------------------------------
                                         2013             2012             2013            2012      
                                    ---------------  --------------  ---------------  ---------------

                                                                                                     
Units beginning of year............         219,106         282,028       10,756,748        8,083,366
Units issued and transferred                                                                         
   from other funding options......      35,014,663          25,473        6,105,533        4,814,657
Units redeemed and transferred to                                                                    
   other funding options...........     (5,683,952)        (88,395)      (3,325,344)      (2,141,275)
                                    ---------------  --------------  ---------------  ---------------
Units end of year..................      29,549,817         219,106       13,536,937       10,756,748
                                    ===============  ==============  ===============  ===============


                                             MSF BLACKROCK                   MSF BLACKROCK           
                                              BOND INCOME                CAPITAL APPRECIATION        
                                              SUB-ACCOUNT                     SUB-ACCOUNT            
                                    ------------------------------  -------------------------------  
                                         2013            2012            2013             2012       
                                    --------------  --------------  ---------------  --------------  

                                                                                                     
Units beginning of year............      1,045,629         953,075          745,728         814,200  
Units issued and transferred                                                                         
   from other funding options......        259,586         277,049          149,273         197,460  
Units redeemed and transferred to                                                                    
   other funding options...........      (250,867)       (184,495)        (173,786)       (265,932)  
                                    --------------  --------------  ---------------  --------------  
Units end of year..................      1,054,348       1,045,629          721,215         745,728  
                                    ==============  ==============  ===============  ==============  


                                              MSF BLACKROCK                    MSF BLACKROCK         
                                             LARGE CAP VALUE                   MONEY MARKET          
                                               SUB-ACCOUNT                      SUB-ACCOUNT          
                                    --------------------------------  -------------------------------
                                          2013            2012             2013             2012     
                                    ---------------  ---------------  --------------  ---------------

                                                                                                     
Units beginning of year............         230,438          252,494      53,484,009       59,067,302
Units issued and transferred                                                                         
   from other funding options......          39,765           44,601      42,460,926       43,722,394
Units redeemed and transferred to                                                                    
   other funding options...........        (45,013)         (66,657)    (51,615,737)     (49,305,687)
                                    ---------------  ---------------  --------------  ---------------
Units end of year..................         225,190          230,438      44,329,198       53,484,009
                                    ===============  ===============  ==============  ===============

                                                        [Enlarge/Download Table]

                                                                       MSF FRONTIER                                   
                                         MSF DAVIS VENTURE VALUE      MID CAP GROWTH         MSF JENNISON GROWTH      
                                               SUB-ACCOUNT              SUB-ACCOUNT              SUB-ACCOUNT          
                                    --------------------------------  ---------------  -------------------------------
                                          2013             2012          2013 (d)           2013             2012     
                                    ---------------  ---------------  ---------------  ---------------  --------------

                                                                                                                      
Units beginning of year............      41,401,029       48,368,185               --       35,125,323      20,877,221
Units issued and transferred                                                                                          
   from other funding options......       3,841,529        3,838,366        5,813,772        6,890,303      22,832,898
Units redeemed and transferred to                                                                                     
   other funding options...........     (9,032,971)     (10,805,522)      (1,046,051)      (9,441,429)     (8,584,796)
                                    ---------------  ---------------  ---------------  ---------------  --------------
Units end of year..................      36,209,587       41,401,029        4,767,721       32,574,197      35,125,323
                                    ===============  ===============  ===============  ===============  ==============


                                            MSF LOOMIS SAYLES                MSF LOOMIS SAYLES                        
                                             SMALL CAP CORE                  SMALL CAP GROWTH                         
                                               SUB-ACCOUNT                      SUB-ACCOUNT                           
                                    --------------------------------  -------------------------------                 
                                          2013            2012             2013           2012 (b)                    
                                    ---------------  ---------------  ---------------  --------------                 

                                                                                                                      
Units beginning of year............         330,015          310,374            3,306              --                 
Units issued and transferred                                                                                          
   from other funding options......          60,857           98,496           13,578           3,306                 
Units redeemed and transferred to                                                                                     
   other funding options...........       (107,545)         (78,855)          (4,378)              --                 
                                    ---------------  ---------------  ---------------  --------------                 
Units end of year..................         283,327          330,015           12,506           3,306                 
                                    ===============  ===============  ===============  ==============                 


                                            MSF MET/ARTISAN                                                           
                                             MID CAP VALUE                                                            
                                              SUB-ACCOUNT                                                             
                                    -------------------------------                                                   
                                         2013             2012                                                        
                                    --------------  ---------------                                                   

                                                                                                                      
Units beginning of year............     13,419,571       14,599,235                                                   
Units issued and transferred                                                                                          
   from other funding options......      2,613,526        1,633,041                                                   
Units redeemed and transferred to                                                                                     
   other funding options...........    (2,907,307)      (2,812,705)                                                   
                                    --------------  ---------------                                                   
Units end of year..................     13,125,790       13,419,571                                                   
                                    ==============  ===============                                                   

                                                        [Enlarge/Download Table]

                                          MSF MET/DIMENSIONAL                   MSF METLIFE             
                                      INTERNATIONAL SMALL COMPANY         CONSERVATIVE ALLOCATION       
                                              SUB-ACCOUNT                       SUB-ACCOUNT             
                                    --------------------------------  --------------------------------  
                                         2013             2012             2013             2012        
                                    ---------------  ---------------  ---------------  ---------------  

                                                                                                        
Units beginning of year............       3,203,412        3,336,605          735,694          850,770  
Units issued and transferred                                                                            
   from other funding options......         832,391          791,959           51,604           73,579  
Units redeemed and transferred to                                                                       
   other funding options...........       (827,252)        (925,152)        (230,263)        (188,655)  
                                    ---------------  ---------------  ---------------  ---------------  
Units end of year..................       3,208,551        3,203,412          557,035          735,694  
                                    ===============  ===============  ===============  ===============  


                                      MSF METLIFE CONSERVATIVE TO               MSF METLIFE             
                                          MODERATE ALLOCATION               MID CAP STOCK INDEX         
                                              SUB-ACCOUNT                       SUB-ACCOUNT             
                                    --------------------------------  --------------------------------  
                                         2013             2012             2013             2012        
                                    ---------------  ---------------  ---------------  ---------------  

                                                                                                        
Units beginning of year............         588,986          608,383        4,914,049        4,708,991  
Units issued and transferred                                                                            
   from other funding options......          17,083           51,385        2,339,087        1,761,634  
Units redeemed and transferred to                                                                       
   other funding options...........        (55,173)         (70,782)      (1,751,777)      (1,556,576)  
                                    ---------------  ---------------  ---------------  ---------------  
Units end of year..................         550,896          588,986        5,501,359        4,914,049  
                                    ===============  ===============  ===============  ===============  


                                              MSF METLIFE                        MSF METLIFE            
                                          MODERATE ALLOCATION         MODERATE TO AGGRESSIVE ALLOCATION 
                                              SUB-ACCOUNT                        SUB-ACCOUNT            
                                    --------------------------------  ----------------------------------
                                         2013             2012              2013             2012       
                                    ---------------  ---------------   ---------------  --------------- 

                                                                                                        
Units beginning of year............       3,326,548        3,930,913         4,335,356        4,632,179 
Units issued and transferred                                                                            
   from other funding options......          91,734          324,723            54,564           71,059 
Units redeemed and transferred to                                                                       
   other funding options...........       (345,160)        (929,088)         (462,019)        (367,882) 
                                    ---------------  ---------------   ---------------  --------------- 
Units end of year..................       3,073,122        3,326,548         3,927,901        4,335,356 
                                    ===============  ===============   ===============  =============== 

                                                        [Enlarge/Download Table]

                                        MSF METLIFE STOCK INDEX         MSF MFS TOTAL RETURN                 MSF MFS VALUE         
                                              SUB-ACCOUNT                    SUB-ACCOUNT                      SUB-ACCOUNT          
                                    ------------------------------  ------------------------------  ------------------------------ 
                                         2013            2012            2013            2012            2013            2012      
                                    --------------  --------------  --------------  --------------  --------------  -------------- 

                                                                                                                                   
Units beginning of year............     29,109,224      25,347,914         730,405         826,212       3,025,966       3,145,406 
Units issued and transferred                                                                                                       
   from other funding options......      6,636,730      14,585,302         213,323         113,713      11,667,337         433,811 
Units redeemed and transferred to                                                                                                  
   other funding options...........    (7,121,566)    (10,823,992)       (129,604)       (209,520)     (2,553,425)       (553,251) 
                                    --------------  --------------  --------------  --------------  --------------  -------------- 
Units end of year..................     28,624,388      29,109,224         814,124         730,405      12,139,878       3,025,966 
                                    ==============  ==============  ==============  ==============  ==============  ============== 


                                          MSF MSCI EAFE INDEX         MSF NEUBERGER BERMAN GENESIS       MSF RUSSELL 2000 INDEX    
                                              SUB-ACCOUNT                      SUB-ACCOUNT                     SUB-ACCOUNT         
                                    -------------------------------  ------------------------------  ------------------------------
                                         2013             2012            2013            2012            2013            2012     
                                    ---------------  --------------  --------------  --------------  --------------  --------------

                                                                                                                                   
Units beginning of year............       7,172,234       6,390,970         626,194         647,811       5,078,788       3,926,223
Units issued and transferred                                                                                                       
   from other funding options......       3,468,301       2,557,262       8,992,058         169,024       2,243,147       3,452,677
Units redeemed and transferred to                                                                                                  
   other funding options...........     (1,830,889)     (1,775,998)     (1,598,077)       (190,641)     (1,486,434)     (2,300,112)
                                    ---------------  --------------  --------------  --------------  --------------  --------------
Units end of year..................       8,809,646       7,172,234       8,020,175         626,194       5,835,501       5,078,788
                                    ===============  ==============  ==============  ==============  ==============  ==============


(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

7.  SCHEDULES OF UNITS -- (CONCLUDED)                                           
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012:                         

                                                        [Enlarge/Download Table]

                                           MSF T. ROWE PRICE               MSF T. ROWE PRICE         
                                           LARGE CAP GROWTH                SMALL CAP GROWTH          
                                              SUB-ACCOUNT                     SUB-ACCOUNT            
                                    ------------------------------  -------------------------------  
                                         2013            2012            2013             2012       
                                    --------------  --------------  ---------------  --------------  

                                                                                                     
Units beginning of year............         39,346          44,809          380,162         417,381  
Units issued and transferred                                                                         
   from other funding options......     18,370,073          21,120           74,979          41,453  
Units redeemed and transferred to                                                                    
   other funding options...........    (3,721,339)        (26,583)         (98,222)        (78,672)  
                                    --------------  --------------  ---------------  --------------  
Units end of year..................     14,688,080          39,346          356,919         380,162  
                                    ==============  ==============  ===============  ==============  


                                              MSF VAN ECK              MSF WESTERN ASSET MANAGEMENT  
                                       GLOBAL NATURAL RESOURCES               U.S. GOVERNMENT        
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                    -------------------------------  --------------------------------
                                          2013            2012             2013            2012      
                                    ---------------  --------------  ---------------  ---------------

                                                                                                     
Units beginning of year............       7,200,491       6,910,683       17,244,875       16,038,241
Units issued and transferred                                                                         
   from other funding options......       1,538,360       2,301,818        4,180,259        6,048,090
Units redeemed and transferred to                                                                    
   other funding options...........     (2,460,184)     (2,012,010)      (5,007,641)      (4,841,456)
                                    ---------------  --------------  ---------------  ---------------
Units end of year..................       6,278,667       7,200,491       16,417,493       17,244,875
                                    ===============  ==============  ===============  ===============



                                       NEUBERGER BERMAN GENESIS         OPPENHEIMER VA CORE BOND     
                                              SUB-ACCOUNT                      SUB-ACCOUNT           
                                    -------------------------------  ------------------------------- 
                                         2013             2012            2013             2012      
                                    --------------  ---------------  --------------  --------------- 

                                                                                                     
Units beginning of year............            474              474           1,541            1,878 
Units issued and transferred                                                                         
   from other funding options......             --               --              --               -- 
Units redeemed and transferred to                                                                    
   other funding options...........             --               --            (48)            (337) 
                                    --------------  ---------------  --------------  --------------- 
Units end of year..................            474              474           1,493            1,541 
                                    ==============  ===============  ==============  =============== 


                                                        [Enlarge/Download Table]

                                            OPPENHEIMER VA                                           
                                        GLOBAL STRATEGIC INCOME         OPPENHEIMER VA MAIN STREET   
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                    --------------------------------  -------------------------------
                                          2013            2012             2013             2012     
                                    ---------------  ---------------  --------------  ---------------

                                                                                                     
Units beginning of year............             443              443          14,959           22,109
Units issued and transferred                                                                         
   from other funding options......              --               --              --               --
Units redeemed and transferred to                                                                    
   other funding options...........              --               --           (643)          (7,150)
                                    ---------------  ---------------  --------------  ---------------
Units end of year..................             443              443          14,316           14,959
                                    ===============  ===============  ==============  ===============


                                            OPPENHEIMER VA                                           
                                         MAIN STREET SMALL CAP             OPPENHEIMER VA MONEY      
                                              SUB-ACCOUNT                       SUB-ACCOUNT          
                                    -------------------------------  --------------------------------
                                         2013             2012             2013            2012      
                                    ---------------  --------------  ---------------  ---------------

                                                                                                     
Units beginning of year............       5,041,901       4,964,464           20,150           20,177
Units issued and transferred                                                                         
   from other funding options......         643,815         773,448               --               --
Units redeemed and transferred to                                                                    
   other funding options...........     (1,030,426)       (696,011)         (19,427)             (27)
                                    ---------------  --------------  ---------------  ---------------
Units end of year..................       4,655,290       5,041,901              723           20,150
                                    ===============  ==============  ===============  ===============



                                     PIONEER VCT DISCIPLINED VALUE    PIONEER VCT EMERGING MARKETS   
                                              SUB-ACCOUNT                      SUB-ACCOUNT           
                                    -------------------------------  ------------------------------- 
                                         2013             2012            2013             2012      
                                    --------------  ---------------  ---------------  -------------- 

                                                                                                     
Units beginning of year............        229,721          238,409           49,333          48,427 
Units issued and transferred                                                                         
   from other funding options......          2,035           15,082            8,618          17,770 
Units redeemed and transferred to                                                                    
   other funding options...........       (61,099)         (23,770)         (11,263)        (16,864) 
                                    --------------  ---------------  ---------------  -------------- 
Units end of year..................        170,657          229,721           46,688          49,333 
                                    ==============  ===============  ===============  ============== 

                                                        [Enlarge/Download Table]

                                                                                 PIONEER VCT          
                                       PIONEER VCT EQUITY INCOME         IBBOTSON GROWTH ALLOCATION   
                                              SUB-ACCOUNT                        SUB-ACCOUNT          
                                    --------------------------------  --------------------------------
                                         2013             2012              2013             2012     
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............          24,722           17,862        1,199,751        1,225,572
Units issued and transferred                                                                          
   from other funding options......             147            7,715           24,774           43,759
Units redeemed and transferred to                                                                     
   other funding options...........         (2,177)            (855)        (109,548)         (69,580)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................          22,692           24,722        1,114,977        1,199,751
                                    ===============  ===============  ===============  ===============


                                          PIONEER VCT IBBOTSON                                        
                                           MODERATE ALLOCATION            PIONEER VCT MID CAP VALUE   
                                               SUB-ACCOUNT                       SUB-ACCOUNT          
                                    --------------------------------  --------------------------------
                                          2013             2012             2013             2012     
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............       1,789,015        1,795,010        1,769,793        1,688,831
Units issued and transferred                                                                          
   from other funding options......          15,433           57,414          220,661          381,410
Units redeemed and transferred to                                                                     
   other funding options...........       (144,208)         (63,409)        (270,601)        (300,448)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................       1,660,240        1,789,015        1,719,853        1,769,793
                                    ===============  ===============  ===============  ===============



                                     PIONEER VCT REAL ESTATE SHARES      T. ROWE PRICE GROWTH STOCK   
                                               SUB-ACCOUNT                       SUB-ACCOUNT          
                                    --------------------------------  --------------------------------
                                          2013             2012             2013             2012     
                                    ---------------  ---------------  ---------------  ---------------

                                                                                                      
Units beginning of year............          10,700           12,968           66,302           73,401
Units issued and transferred                                                                          
   from other funding options......           1,372            2,570            6,234            5,154
Units redeemed and transferred to                                                                     
   other funding options...........           (673)          (4,838)          (9,965)         (12,253)
                                    ---------------  ---------------  ---------------  ---------------
Units end of year..................          11,399           10,700           62,571           66,302
                                    ===============  ===============  ===============  ===============

                                                        [Enlarge/Download Table]

                                    T. ROWE PRICE INTERNATIONAL STOCK      T. ROWE PRICE PRIME RESERVE   
                                               SUB-ACCOUNT                         SUB-ACCOUNT           
                                    ----------------------------------  ---------------------------------
                                          2013              2012             2013              2012      
                                    ----------------  ---------------   ---------------  ----------------

                                                                                                         
Units beginning of year............           45,736           59,337            40,746            54,384
Units issued and transferred                                                                             
   from other funding options......            1,435            2,844            30,026            24,475
Units redeemed and transferred to                                                                        
   other funding options...........          (5,811)         (16,445)          (39,029)          (38,113)
                                    ----------------  ---------------   ---------------  ----------------
Units end of year..................           41,360           45,736            31,743            40,746
                                    ================  ===============   ===============  ================


                                          UIF U.S. REAL ESTATE                                           
                                               SUB-ACCOUNT                                               
                                    --------------------------------                                     
                                          2013            2012                                           
                                    ---------------  ---------------                                     

                                                                                                         
Units beginning of year............       2,343,331        2,367,197                                     
Units issued and transferred                                                                             
   from other funding options......         692,925          610,442                                     
Units redeemed and transferred to                                                                        
   other funding options...........       (505,065)        (634,308)                                     
                                    ---------------  ---------------                                     
Units end of year..................       2,531,191        2,343,331                                     
                                    ===============  ===============                                     


(a) For the period July 23, 2012 to December 31, 2012.                          
(b) For the period April 30, 2012 to December 31, 2012.                         
(c) For the period November 12, 2012 to December 31, 2012.                      
(d) For the period April 29, 2013 to December 31, 2013.                         

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS                                                        

The Company sells a number of variable annuity products which have unique       
combinations of features and fees, some of which directly affect the unit       
values of the Sub-Accounts. Differences in the fee structures result in a       
variety of unit values, expense ratios, and total returns.                      

The following table is a summary of unit values and units outstanding for the   
Contracts, net investment income ratios, and expense ratios, excluding expenses 
for the underlying portfolio, series, or fund, for the respective stated        
periods in the five years ended December 31, 2013:                              

                                                        [Enlarge/Download Table]

                                                   AS OF DECEMBER 31                   
                                     ---------------------------------------------     
                                                     UNIT VALUE                        
                                                      LOWEST TO           NET          
                                         UNITS       HIGHEST ($)      ASSETS ($)       
                                     ------------  ---------------  --------------     
                                                                                       
Alger Small Cap Growth         2013     4,387,118    14.41 - 14.70      63,772,199     
   Sub-Account                 2012     4,795,545    10.89 - 11.09      52,626,085     
                               2011     5,212,661      9.82 - 9.98      51,540,007     
                               2010     5,634,931    10.28 - 10.44      58,325,342     
                               2009     6,156,883      8.32 - 8.44      51,552,207     

American Funds Bond            2013     8,361,945    15.94 - 18.68     146,158,351     
   Sub-Account                 2012     7,687,811    16.60 - 19.27     139,213,016     
                               2011     6,703,194    16.06 - 18.46     116,697,267     
                               2010     5,183,483    15.43 - 17.57      86,203,052     
                               2009     3,608,245    14.77 - 16.66      57,212,613     

American Funds Global          2013     8,333,553    32.79 - 41.42     314,826,203     
   Growth Sub-Account          2012     8,485,913    25.98 - 32.35     251,295,328     
                               2011     8,205,329    21.69 - 26.44     200,460,185     
                               2010     7,470,107    24.36 - 29.30     202,441,649     
                               2009     6,579,263    22.30 - 26.47     161,438,857     

American Funds Global Small    2013     3,375,743    33.79 - 39.59     124,184,003     
   Capitalization Sub-Account  2012     3,385,796    26.85 - 31.14      98,386,346     
                               2011     3,080,674    23.15 - 26.58      76,801,888     
                               2010     2,578,008    29.19 - 33.17      80,582,925     
                               2009     2,262,060    24.30 - 27.34      58,608,602     

American Funds Growth          2013     3,937,244  168.83 - 257.41     856,560,204     
   Sub-Account                 2012     4,113,319  132.79 - 199.62     696,665,988     
                               2011     3,976,212  115.27 - 170.85     577,437,630     
                               2010     3,717,676  123.22 - 180.08     568,813,924     
                               2009     3,225,880  106.24 - 153.09     419,749,811     

American Funds                 2013     2,581,885  117.99 - 179.88     388,319,990     
   Growth-Income Sub-Account   2012     2,745,842   90.43 - 135.94     312,823,451     
                               2011     2,773,925   78.78 - 116.75     272,388,909     
                               2010     2,639,070   82.11 - 119.99     266,511,951     
                               2009     2,398,146   75.40 - 108.65     219,689,912     

DWS I International            2013     1,888,612      9.76 - 9.85      18,592,794     
   Sub-Account                 2012     2,040,232      8.24 - 8.30      16,933,216     
                               2011     2,245,605      6.92 - 6.97      15,659,285     
                               2010     2,471,385      8.43 - 8.48      20,962,763     
                               2009     2,700,348      8.41 - 8.46      22,845,161     


                                                FOR THE YEAR ENDED DECEMBER 31         
                                     --------------------------------------------------
                                     INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                        INCOME          LOWEST TO          LOWEST TO   
                                       RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                     -------------  ----------------  -----------------
                                                                                       
Alger Small Cap Growth         2013         --        1.25 - 1.40         32.40 - 32.59
   Sub-Account                 2012         --        1.25 - 1.40         10.93 - 11.09
                               2011         --        1.25 - 1.40       (4.52) - (4.38)
                               2010         --        1.25 - 1.40         23.54 - 23.73
                               2009         --        1.25 - 1.40         43.49 - 43.70

American Funds Bond            2013       1.84        0.95 - 1.90       (4.00) - (3.08)
   Sub-Account                 2012       2.64        0.95 - 1.90           3.38 - 4.37
                               2011       3.37        0.95 - 1.90           4.11 - 5.11
                               2010       3.44        0.95 - 1.90           4.44 - 5.44
                               2009       3.86        0.95 - 1.90         10.49 - 11.54

American Funds Global          2013       1.26        0.90 - 2.30         26.24 - 28.02
   Growth Sub-Account          2012       0.94        0.90 - 2.30          7.06 - 21.40
                               2011       1.37        0.95 - 2.30      (10.95) - (9.75)
                               2010       1.56        0.95 - 2.30          9.21 - 10.69
                               2009       1.51        0.95 - 2.30         39.07 - 40.96

American Funds Global Small    2013       0.87        0.89 - 1.90         25.87 - 27.14
   Capitalization Sub-Account  2012       1.35        0.89 - 1.90          2.91 - 17.13
                               2011       1.34        0.89 - 1.90     (20.66) - (19.86)
                               2010       1.75        0.89 - 1.90         20.11 - 21.33
                               2009       0.31        0.89 - 1.90         58.26 - 59.86

American Funds Growth          2013       0.93        0.89 - 2.30         27.15 - 28.95
   Sub-Account                 2012       0.81        0.89 - 2.30          1.85 - 16.84
                               2011       0.63        0.89 - 2.30       (6.45) - (5.12)
                               2010       0.77        0.89 - 2.30         15.98 - 17.63
                               2009       0.71        0.89 - 2.30         36.24 - 38.18

American Funds                 2013       1.35        0.89 - 2.30         30.47 - 32.32
   Growth-Income Sub-Account   2012       1.64        0.89 - 2.30         14.80 - 16.44
                               2011       1.60        0.89 - 2.30       (4.06) - (2.70)
                               2010       1.55        0.89 - 2.30          8.90 - 10.44
                               2009       1.74        0.89 - 2.30         28.26 - 30.08

DWS I International            2013       5.30        1.35 - 1.40         18.56 - 18.62
   Sub-Account                 2012       2.19        1.35 - 1.40         18.96 - 19.02
                               2011       1.83        1.35 - 1.40     (17.83) - (17.79)
                               2010       2.18        1.35 - 1.40           0.21 - 0.26
                               2009       4.39        1.35 - 1.40         31.67 - 31.73

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                AS OF DECEMBER 31                          FOR THE YEAR ENDED DECEMBER 31         
                                  ---------------------------------------------  -------------------------------------------------
                                                  UNIT VALUE                     INVESTMENT(1)  EXPENSE RATIO(2)   TOTAL RETURN(3)
                                                   LOWEST TO           NET          INCOME          LOWEST TO         LOWEST TO   
                                      UNITS       HIGHEST ($)      ASSETS ($)      RATIO (%)       HIGHEST (%)       HIGHEST (%)  
                                  ------------  ---------------  --------------  -------------  ----------------  ----------------
                                                                                                                                  
Federated High Income Bond  2013         2,545            10.28          26,166       6.76               1.40                 5.50
   Sub-Account              2012         2,556             9.74          24,908       8.87               1.40                13.09
                            2011         3,549             8.62          30,572       8.62               1.40                 3.71
                            2010         3,566             8.31          29,620       7.89               1.40                13.13
                            2009         3,582             7.34          26,300       8.35               1.40                50.72

Federated Kaufman           2013         5,836             7.70          44,907         --               1.40                38.18
   Sub-Account              2012         6,002             5.57          33,424         --               1.40                15.65
   (Commenced 3/15/2010)    2011        12,138             4.82          58,454       1.12               1.40              (14.47)
                            2010        14,184             5.63          79,874         --               1.40                13.09

Fidelity VIP Asset Manager  2013     5,885,530    14.88 - 15.70      88,274,483       1.55        0.89 - 1.40        14.10 - 14.68
   Sub-Account              2012     6,517,939    13.04 - 13.69      85,640,352       1.49        0.89 - 1.40        10.91 - 11.48
                            2011     7,353,740    11.75 - 12.28      87,071,337       1.88        0.89 - 1.40      (3.91) - (3.42)
                            2010     8,263,984    12.22 - 12.71     101,784,889       1.66        0.89 - 1.40        12.67 - 13.26
                            2009     9,345,424    10.84 - 11.23     102,112,475       2.38        0.89 - 1.40        27.32 - 27.96

Fidelity VIP Contrafund     2013    17,717,451     5.67 - 64.36     611,972,926       1.04        0.89 - 2.25        10.23 - 30.12
   Sub-Account              2012    15,604,750    12.42 - 49.54     471,113,726       1.36        0.89 - 2.25        13.71 - 15.38
                            2011    15,588,853    10.76 - 43.00     388,526,965       1.01        0.89 - 2.25      (4.80) - (3.38)
                            2010    15,707,574    11.14 - 44.59     379,741,596       1.25        0.89 - 2.25        14.51 - 16.18
                            2009    15,955,996     9.59 - 38.44     313,576,644       1.44        0.89 - 2.25        32.65 - 34.50

Fidelity VIP Equity-Income  2013       341,560            17.43       5,954,600       2.41               1.40                26.37
   Sub-Account              2012       400,352            13.80       5,523,241       2.96               1.40                15.67
                            2011       460,289            11.93       5,489,918       2.37               1.40               (0.43)
                            2010       530,175            11.98       6,350,751       1.75               1.40                13.56
                            2009       619,856            10.55       6,538,981       2.24               1.40                28.40

Fidelity VIP FundsManager   2013   158,954,030    12.73 - 12.88   2,033,793,788       1.55        1.90 - 2.05        12.57 - 12.74
   50% Sub-Account          2012    39,080,828    11.31 - 11.42     443,823,085       2.69        1.90 - 2.05          1.76 - 4.11
   (Commenced 7/23/2012)                                                                                                          

Fidelity VIP FundsManager   2013   333,151,686    12.05 - 12.16   4,031,523,824       1.16        1.90 - 2.05        16.21 - 16.38
   60% Sub-Account          2012   345,636,001    10.37 - 10.45   3,596,633,088       1.53        1.90 - 2.05          9.33 - 9.49
   (Commenced 10/15/2009)   2011   272,464,191      9.48 - 9.54   2,591,601,265       2.00        1.90 - 2.05      (4.01) - (3.87)
                            2010   118,824,451      9.88 - 9.93   1,176,598,687       2.72        1.90 - 2.05        11.32 - 11.49
                            2009     4,074,373      8.87 - 8.90      36,215,324       3.35        1.90 - 2.05          0.07 - 0.09

Fidelity VIP Growth         2013     8,194,380    20.10 - 21.07     165,968,439       0.29        0.89 - 1.40        34.44 - 35.13
   Sub-Account              2012     9,085,626    14.95 - 15.59     136,799,312       0.59        0.89 - 1.40        13.09 - 13.67
                            2011     9,918,387    13.22 - 13.72     131,974,709       0.36        0.89 - 1.40      (1.19) - (0.68)
                            2010    10,951,340    13.38 - 13.81     147,385,504       0.28        0.89 - 1.40        22.44 - 23.08
                            2009    11,893,241    10.93 - 11.22     130,641,959       0.45        0.89 - 1.40        26.51 - 27.14

Fidelity VIP Index 500      2013     3,091,556    22.53 - 23.73      69,677,247       1.84        0.89 - 1.35        30.47 - 31.07
   Sub-Account              2012     3,530,426    17.27 - 18.10      60,984,620       2.03        0.89 - 1.35        14.35 - 14.88
                            2011     3,976,112    15.10 - 15.76      60,061,917       1.87        0.89 - 1.35          0.67 - 1.14
                            2010     4,565,389    14.90 - 15.58      68,501,202       1.87        0.89 - 1.40        13.42 - 14.00
                            2009     5,300,313    13.22 - 13.67      70,079,047       2.52        0.89 - 1.35        24.91 - 25.48

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                      AS OF DECEMBER 31                  
                                       ---------------------------------------------     
                                                        UNIT VALUE                       
                                                         LOWEST TO          NET          
                                           UNITS        HIGHEST ($)     ASSETS ($)       
                                       ------------  ---------------  --------------     
                                                                                         
Fidelity VIP Mid Cap             2013     7,792,671    52.90 - 61.01     446,581,942     
   Sub-Account                   2012     7,598,912    39.68 - 45.33     324,832,892     
                                 2011     6,289,465    35.30 - 39.95     237,701,501     
                                 2010     4,364,581    40.36 - 45.24     187,246,537     
                                 2009     3,075,278    31.99 - 35.52     103,784,411     

Fidelity VIP Money Market        2013     8,307,410     7.04 - 10.73      76,155,346     
   Sub-Account                   2012     8,041,430     7.14 - 10.94      73,659,399     
                                 2011     8,001,050     7.23 - 11.14      73,068,632     
                                 2010     7,492,405     7.33 - 11.34      67,343,833     
                                 2009     6,126,543     7.41 - 11.53      50,572,988     

Fidelity VIP Overseas            2013       447,143    12.41 - 14.19       5,925,521     
   Sub-Account                   2012       509,517     9.62 - 11.02       5,241,037     
                                 2011       540,072      8.06 - 9.24       4,664,192     
                                 2010       593,728     9.85 - 11.30       6,266,276     
                                 2009       663,667     8.81 - 10.11       6,282,775     

FTVIPT Franklin Income           2013     4,919,666    48.59 - 67.20     297,821,470     
   Securities Sub-Account        2012     4,708,870    43.62 - 59.54     253,164,341     
                                 2011     4,290,472    39.61 - 53.36     206,611,149     
                                 2010     3,722,732    39.56 - 52.61     176,548,647     
                                 2009     3,157,996    35.91 - 47.14     134,091,525     

FTVIPT Franklin Small Cap        2013     9,184,423    13.56 - 14.30     128,048,983     
   Value Securities Sub-Account  2012     8,321,925    10.13 - 10.60      86,296,073     
                                 2011     5,710,847      8.71 - 9.04      50,705,697     
                                 2010     3,178,430      9.21 - 9.48      29,718,643     
                                 2009     1,787,114      7.31 - 7.46      13,205,263     

FTVIPT Mutual Shares             2013     5,477,366    26.11 - 30.73     156,078,571     
   Securities Sub-Account        2012     5,768,385    20.75 - 24.19     129,780,562     
                                 2011     5,952,328    18.51 - 21.38     118,532,870     
                                 2010     5,431,435    19.07 - 21.81     110,507,146     
                                 2009     4,784,657    17.47 - 19.80      88,554,450     

FTVIPT Templeton Foreign         2013     2,457,017    16.25 - 38.21      87,721,293     
   Securities Sub-Account        2012     2,730,167    13.46 - 31.61      80,788,377     
                                 2011     2,720,421    11.59 - 27.19      69,009,193     
                                 2010     2,782,005    13.20 - 30.95      79,683,759     
                                 2009     2,655,441    12.40 - 29.04      70,515,555     

FTVIPT Templeton Global          2013    12,950,902    18.47 - 20.82     254,683,414     
   Bond Securities Sub-Account   2012    11,067,808    18.50 - 20.69     217,063,429     
                                 2011     8,104,261    16.36 - 18.15     139,986,041     
                                 2010     4,997,591    16.79 - 18.48      88,294,177     
                                 2009     2,853,081    14.93 - 16.31      44,636,060     

Invesco V.I. American            2013        22,147             7.39         163,713     
   Franchise Sub-Account         2012        28,015             5.35         149,862     
                                 2011        18,874             4.77          90,033     
                                 2010        25,363             5.16         130,764     
                                 2009        26,829             4.36         117,046     


                                                 FOR THE YEAR ENDED DECEMBER 31          
                                       --------------------------------------------------
                                       INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                          INCOME          LOWEST TO          LOWEST TO   
                                         RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                       -------------  ----------------  -----------------
                                                                                         
Fidelity VIP Mid Cap             2013       0.28        0.95 - 1.90         33.31 - 34.59
   Sub-Account                   2012       0.43        0.95 - 1.90         12.40 - 13.47
                                 2011       0.03        0.95 - 1.90     (12.53) - (11.70)
                                 2010       0.14        0.95 - 1.90         26.16 - 27.36
                                 2009       0.54        0.95 - 1.90         37.12 - 38.43

Fidelity VIP Money Market        2013       0.02        0.89 - 2.05       (2.01) - (0.86)
   Sub-Account                   2012       0.12        0.89 - 2.05       (1.93) - (0.76)
                                 2011       0.09        0.89 - 2.05       (1.94) - (0.77)
                                 2010       0.17        0.89 - 2.05       (1.82) - (0.65)
                                 2009       0.71        0.89 - 2.05       (0.68) - (0.17)

Fidelity VIP Overseas            2013       1.34        1.15 - 1.40         28.62 - 28.95
   Sub-Account                   2012       1.97        1.15 - 1.40         19.05 - 19.35
                                 2011       1.35        1.15 - 1.40     (18.32) - (18.12)
                                 2010       1.39        1.15 - 1.40         11.54 - 11.82
                                 2009       2.17        1.15 - 1.40         24.78 - 25.09

FTVIPT Franklin Income           2013       6.33        0.95 - 2.25         11.41 - 12.86
   Securities Sub-Account        2012       6.44        0.95 - 2.25         10.13 - 11.58
                                 2011       5.75        0.95 - 2.25           0.11 - 1.42
                                 2010       6.60        0.95 - 2.25         10.17 - 11.61
                                 2009       8.01        0.95 - 2.25         32.58 - 34.31

FTVIPT Franklin Small Cap        2013       1.31        0.95 - 1.75         33.88 - 34.95
   Value Securities Sub-Account  2012       0.78        0.95 - 1.75         16.32 - 17.26
                                 2011       0.66        0.95 - 1.75       (5.43) - (4.67)
                                 2010       0.73        0.95 - 1.75         26.00 - 27.01
                                 2009       1.66        0.95 - 1.75         26.91 - 27.94

FTVIPT Mutual Shares             2013       2.10        0.95 - 1.90         25.85 - 27.05
   Securities Sub-Account        2012       2.06        0.95 - 1.90         12.08 - 13.16
                                 2011       2.42        0.95 - 1.90       (2.90) - (1.98)
                                 2010       1.62        0.95 - 1.90          9.10 - 10.14
                                 2009       2.02        0.95 - 1.90         23.67 - 24.86

FTVIPT Templeton Foreign         2013       2.38        1.55 - 2.30         20.18 - 21.08
   Securities Sub-Account        2012       3.02        1.55 - 2.30         15.53 - 16.41
                                 2011       1.71        1.55 - 2.30     (12.66) - (12.00)
                                 2010       1.88        1.55 - 2.30           5.94 - 6.74
                                 2009       3.05        1.55 - 2.30         33.93 - 34.94

FTVIPT Templeton Global          2013       4.75        0.95 - 1.75         (0.13) - 0.67
   Bond Securities Sub-Account   2012       6.42        0.95 - 1.75         13.06 - 13.97
                                 2011       5.46        0.95 - 1.75       (2.58) - (1.81)
                                 2010       1.36        0.95 - 1.75         12.46 - 13.36
                                 2009      14.21        0.95 - 1.75         16.62 - 17.56

Invesco V.I. American            2013       0.42               1.40                 38.19
   Franchise Sub-Account         2012         --               1.40                 12.14
                                 2011         --               1.40                (7.49)
                                 2010         --               1.40                 18.18
                                 2009       0.11               1.40                 63.78

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                   AS OF DECEMBER 31                 
                                    ----------------------------------------------   
                                                     UNIT VALUE                      
                                                      LOWEST TO           NET        
                                        UNITS        HIGHEST ($)      ASSETS ($)     
                                    ------------  ----------------  --------------   
                                                                                     
Invesco V.I. American Value   2013     5,963,473     15.53 - 16.44      95,295,929   
   Sub-Account                2012     5,515,798     11.80 - 12.39      66,684,996   
                              2011     4,490,470     10.26 - 10.68      47,014,117   
                              2010     2,673,648     10.35 - 10.70      28,139,044   
                              2009     1,763,519       8.62 - 8.84      15,401,650   

Invesco V.I. Core Equity      2013        39,835              6.27         249,696   
   Sub-Account                2012        49,005              4.92         241,009   
                              2011        63,191              4.38         276,761   
                              2010        88,640              4.44         393,933   
                              2009        99,143              4.11         407,845   

Invesco V.I. Equity and       2013    31,328,255      6.09 - 21.69     649,322,698   
   Income Sub-Account         2012    29,563,858      4.93 - 17.54     496,945,594   
                              2011    27,370,136      4.44 - 15.75     414,357,262   
                              2010    22,199,448     14.98 - 16.11     345,124,808   
                              2009    17,747,381     13.63 - 14.52     249,400,082   

Invesco V.I. Global Real      2013     3,254,580       8.95 - 9.48      29,993,323   
   Estate Sub-Account         2012     2,556,360       8.90 - 9.34      23,302,577   
                              2011     1,863,096       7.08 - 7.38      13,467,264   
                              2010     1,148,943       7.73 - 7.98       9,028,134   
                              2009       704,385       6.71 - 6.88       4,786,308   

Invesco V.I. Growth and       2013    13,799,854      9.57 - 36.41     365,970,613   
   Income Sub-Account         2012    13,407,203      7.24 - 27.48     268,230,013   
                              2011    11,777,382      6.40 - 24.26     206,338,231   
                              2010     9,061,763      6.63 - 25.06     160,437,278   
                              2009     6,896,039      5.97 - 22.55     107,604,807   

Invesco V.I. International    2013     8,901,354      9.17 - 34.47     281,999,206   
   Growth Sub-Account         2012     8,127,475      7.81 - 29.32     219,783,700   
                              2011     6,481,068      6.86 - 25.68     154,099,050   
                              2010     4,327,573      7.46 - 27.87     111,888,065   
                              2009     2,818,925      6.70 - 24.98      65,315,391   

Janus Aspen Global Research   2013           721              9.35           6,748   
   Sub-Account                2012           769              7.35           5,653   
                              2011           769              6.17           4,750   
                              2010           901              7.22           6,506   
                              2009           999              6.29           6,285   

LMPVET ClearBridge Variable   2013    11,979,001     15.00 - 25.98     280,745,200   
   Aggressive Growth          2012    11,687,754     10.38 - 17.75     186,988,862   
   Sub-Account                2011    11,855,614      8.94 - 15.09     160,839,221   
                              2010    11,742,971      8.92 - 14.87     156,471,918   
                              2009    11,503,827      7.29 - 12.01     123,705,924   

LMPVET ClearBridge Variable   2013     2,922,291     37.21 - 48.58     129,253,563   
   All Cap Value Sub-Account  2012     3,081,671     28.81 - 37.11     104,446,756   
                              2011     3,213,146     25.64 - 32.59      95,718,136   
                              2010     3,100,875     27.97 - 35.07      99,528,233   
                              2009     2,989,079     24.54 - 30.36      83,258,408   


                                              FOR THE YEAR ENDED DECEMBER 31         
                                    -------------------------------------------------
                                    INVESTMENT(1)  EXPENSE RATIO(2)   TOTAL RETURN(3)
                                       INCOME          LOWEST TO         LOWEST TO   
                                      RATIO (%)       HIGHEST (%)       HIGHEST (%)  
                                    -------------  ----------------  ----------------
                                                                                     
Invesco V.I. American Value   2013       0.57        0.95 - 1.75        31.61 - 32.67
   Sub-Account                2012       0.68        0.95 - 1.75        15.03 - 15.96
                              2011       0.72        0.95 - 1.75      (0.92) - (0.12)
                              2010       0.80        0.95 - 1.75        20.06 - 21.03
                              2009       1.18        0.95 - 1.75        36.75 - 37.84

Invesco V.I. Core Equity      2013       1.36               1.40                27.45
   Sub-Account                2012       0.91               1.40                12.29
                              2011       0.92               1.40               (1.44)
                              2010       0.95               1.40                 8.02
                              2009       1.76               1.40                26.51

Invesco V.I. Equity and       2013       1.54        0.95 - 1.90        22.54 - 23.71
   Income Sub-Account         2012       1.85        0.95 - 1.90        10.26 - 11.32
                              2011       1.69        0.95 - 1.90      (8.77) - (2.23)
                              2010       1.92        0.95 - 1.90         9.92 - 10.97
                              2009       2.82        0.95 - 1.90        20.19 - 21.33

Invesco V.I. Global Real      2013       3.98        0.95 - 1.75          0.66 - 1.47
   Estate Sub-Account         2012       0.48        0.95 - 1.75        25.62 - 26.63
                              2011       4.22        0.95 - 1.75      (8.34) - (7.62)
                              2010       5.55        0.95 - 1.75        15.19 - 16.13
                              2009         --        0.95 - 1.75        28.83 - 29.86

Invesco V.I. Growth and       2013       1.31        0.95 - 1.90        31.25 - 32.50
   Income Sub-Account         2012       1.36        0.95 - 1.90        12.18 - 13.26
                              2011       1.13        0.95 - 1.90      (4.10) - (3.18)
                              2010       0.09        0.95 - 1.90        10.09 - 11.13
                              2009       3.60        0.95 - 1.90        21.78 - 22.94

Invesco V.I. International    2013       1.10        0.95 - 1.75        16.66 - 17.60
   Growth Sub-Account         2012       1.38        0.95 - 1.75        13.25 - 14.16
                              2011       1.06        0.95 - 1.75      (8.60) - (7.87)
                              2010       2.01        0.95 - 1.75        10.66 - 11.55
                              2009       1.74        0.95 - 1.75        32.57 - 33.63

Janus Aspen Global Research   2013       1.21               0.89                27.29
   Sub-Account                2012       0.89               0.89                19.01
                              2011       0.58               0.89              (14.50)
                              2010       0.61               0.89                14.80
                              2009       1.43               0.89                36.49

LMPVET ClearBridge Variable   2013       0.28        0.95 - 2.30        44.42 - 46.38
   Aggressive Growth          2012       0.43        0.95 - 2.30        16.01 - 17.60
   Sub-Account                2011       0.20        0.95 - 2.30          0.15 - 1.50
                              2010       0.15        0.95 - 2.30        22.17 - 23.83
                              2009         --        0.95 - 2.30        31.51 - 33.30

LMPVET ClearBridge Variable   2013       1.40        0.95 - 2.30        29.16 - 30.92
   All Cap Value Sub-Account  2012       1.72        0.95 - 2.30        12.35 - 13.89
                              2011       1.41        0.95 - 2.30      (8.32) - (7.08)
                              2010       1.79        0.95 - 2.30        13.96 - 15.50
                              2009       1.44        0.95 - 2.30        26.41 - 28.14

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                    AS OF DECEMBER 31                  
                                      ---------------------------------------------    
                                                      UNIT VALUE                       
                                                       LOWEST TO           NET         
                                          UNITS       HIGHEST ($)      ASSETS ($)      
                                      ------------  ---------------  --------------    
                                                                                       
LMPVET ClearBridge Variable     2013     8,604,407    38.78 - 51.73     405,286,221    
   Appreciation Sub-Account     2012     7,908,912    30.52 - 40.17     290,191,379    
                                2011     7,021,537    26.94 - 34.98     224,680,370    
                                2010     5,515,253    26.87 - 34.42     173,626,503    
                                2009     4,134,838    24.41 - 30.85     116,657,409    

LMPVET ClearBridge Variable     2013    10,244,154    12.44 - 20.09     191,169,653    
   Equity Income Sub-Account    2012     9,055,914    10.11 - 16.14     134,931,130    
                                2011     8,013,455     9.06 - 14.28     103,322,855    
                                2010     6,778,039    10.29 - 13.39      81,006,913    
                                2009     6,144,958     9.34 - 12.06      64,946,351    

LMPVET ClearBridge Variable     2013       242,954    18.99 - 21.53       5,012,390    
   Large Cap Growth             2012       283,429    14.10 - 15.86       4,312,254    
   Sub-Account                  2011       363,040    11.99 - 13.38       4,673,796    
                                2010       459,350    12.35 - 13.67       6,065,533    
                                2009       557,417    11.50 - 12.63       6,818,703    

LMPVET ClearBridge Variable     2013       319,601    19.77 - 22.45       6,892,954    
   Large Cap Value Sub-Account  2012       286,427    15.28 - 17.21       4,743,489    
                                2011       265,335    13.42 - 15.00       3,836,359    
                                2010       194,899    13.09 - 14.51       2,729,796    
                                2009       196,692    12.23 - 13.45       2,559,454    

LMPVET ClearBridge Variable     2013     4,102,827    22.63 - 31.63     112,499,020    
   Small Cap Growth             2012     3,457,289    15.75 - 21.71      64,881,494    
   Sub-Account                  2011     2,686,955    13.50 - 18.35      42,564,777    
                                2010     2,149,625    13.62 - 18.28      33,662,804    
                                2009     1,757,714    11.13 - 14.74      21,966,842    

LMPVET Investment Counsel       2013         7,932    34.52 - 37.64         292,286    
   Variable Social Awareness    2012         9,185    29.64 - 32.19         289,329    
   Sub-Account                  2011        17,377    27.28 - 29.51         501,373    
                                2010        17,424    27.81 - 29.97         510,680    
                                2009        19,412    25.28 - 27.12         515,712    

LMPVET Variable Lifestyle       2013     2,011,433    20.00 - 23.49      44,101,401    
   Allocation 50% Sub-Account   2012     1,699,443    17.68 - 20.56      32,620,028    
                                2011     1,414,982    15.93 - 17.95      24,265,695    
                                2010       769,522    16.05 - 17.94      13,086,823    
                                2009       487,451    14.30 - 15.06       7,231,568    

LMPVET Variable Lifestyle       2013       121,395    18.11 - 19.37       2,304,999    
   Allocation 70% Sub-Account   2012       162,342    15.15 - 16.14       2,573,509    
                                2011       219,583    13.47 - 14.30       3,086,943    
                                2010       236,121    13.81 - 14.60       3,395,287    
                                2009       271,548    12.24 - 12.89       3,447,350    

LMPVET Variable Lifestyle       2013     4,790,185    18.14 - 21.30      95,074,284    
   Allocation 85% Sub-Account   2012     5,015,187    14.61 - 17.00      79,817,339    
                                2011     4,732,454    12.85 - 14.81      65,879,472    
                                2010     4,289,092    13.41 - 15.30      62,035,149    
                                2009     3,756,486    11.81 - 13.35      47,576,561    


                                                FOR THE YEAR ENDED DECEMBER 31         
                                      -------------------------------------------------
                                      INVESTMENT(1)  EXPENSE RATIO(2)   TOTAL RETURN(3)
                                         INCOME          LOWEST TO         LOWEST TO   
                                        RATIO (%)       HIGHEST (%)       HIGHEST (%)  
                                      -------------  ----------------  ----------------
                                                                                       
LMPVET ClearBridge Variable     2013       1.29        0.95 - 2.30        27.05 - 28.77
   Appreciation Sub-Account     2012       1.75        0.95 - 2.30        13.30 - 14.85
                                2011       1.77        0.95 - 2.30          0.28 - 1.64
                                2010       1.83        0.95 - 2.30        10.07 - 11.56
                                2009       2.45        0.95 - 2.30        19.34 - 20.96

LMPVET ClearBridge Variable     2013       1.65        0.95 - 2.30        23.08 - 24.49
   Equity Income Sub-Account    2012       3.04        0.95 - 2.30        11.60 - 12.99
                                2011       3.39        0.95 - 2.30        (2.15) - 6.69
                                2010       4.09        0.95 - 1.90        10.01 - 11.06
                                2009       3.37        0.95 - 1.90        20.32 - 21.47

LMPVET ClearBridge Variable     2013       0.51        1.50 - 2.30        34.72 - 35.80
   Large Cap Growth             2012       0.66        1.50 - 2.30        17.60 - 18.55
   Sub-Account                  2011       0.42        1.50 - 2.30      (2.91) - (2.12)
                                2010       0.11        1.50 - 2.30          7.34 - 8.19
                                2009       0.27        1.50 - 2.30        39.14 - 40.27

LMPVET ClearBridge Variable     2013       1.77        1.50 - 2.30        29.36 - 30.40
   Large Cap Value Sub-Account  2012       2.37        1.50 - 2.30        13.84 - 14.76
                                2011       2.82        1.50 - 2.30          2.57 - 3.39
                                2010       3.02        1.50 - 2.30          6.98 - 7.83
                                2009       1.95        1.50 - 2.30        21.66 - 22.65

LMPVET ClearBridge Variable     2013       0.05        0.95 - 2.30        43.71 - 45.66
   Small Cap Growth             2012       0.42        0.95 - 2.30        16.70 - 18.29
   Sub-Account                  2011         --        0.95 - 2.30        (0.91) - 0.43
                                2010         --        0.95 - 2.30        22.34 - 24.00
                                2009         --        0.95 - 2.30        39.53 - 41.42

LMPVET Investment Counsel       2013       0.83        1.50 - 1.90        16.47 - 16.94
   Variable Social Awareness    2012       1.06        1.50 - 1.90          8.62 - 9.06
   Sub-Account                  2011       1.20        1.50 - 1.90      (1.89) - (1.51)
                                2010       1.24        1.50 - 1.90        10.04 - 10.48
                                2009       1.43        1.50 - 1.90        20.53 - 21.01

LMPVET Variable Lifestyle       2013       2.21        0.95 - 1.90        13.16 - 14.24
   Allocation 50% Sub-Account   2012       2.95        0.95 - 1.90        10.96 - 12.02
                                2011       3.19        1.10 - 1.90        (0.73) - 0.07
                                2010       4.10        1.10 - 1.90         6.21 - 12.65
                                2009       5.06        1.50 - 1.90        29.83 - 30.35

LMPVET Variable Lifestyle       2013       1.41        1.50 - 1.90        19.53 - 20.01
   Allocation 70% Sub-Account   2012       2.16        1.50 - 1.90        12.43 - 12.88
                                2011       1.88        1.50 - 1.90      (2.45) - (2.06)
                                2010       2.04        1.50 - 1.90        12.84 - 13.30
                                2009       3.60        1.50 - 1.90        30.41 - 30.93

LMPVET Variable Lifestyle       2013       1.66        0.95 - 1.90        24.12 - 25.30
   Allocation 85% Sub-Account   2012       1.84        0.95 - 1.90        13.70 - 14.79
                                2011       1.55        0.95 - 1.90      (4.15) - (3.23)
                                2010       1.73        0.95 - 1.90        13.52 - 14.60
                                2009       2.64        0.95 - 1.90        29.99 - 31.22

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                   AS OF DECEMBER 31                  
                                     ---------------------------------------------    
                                                     UNIT VALUE                       
                                                      LOWEST TO           NET         
                                         UNITS       HIGHEST ($)      ASSETS ($)      
                                     ------------  ---------------  --------------    
                                                                                      
LMPVIT Western Asset           2013     4,386,878    20.82 - 25.72     104,740,451    
   Variable Global High Yield  2012     4,039,328    20.05 - 24.44      91,771,912    
   Bond Sub-Account            2011     3,594,817    17.34 - 20.85      69,717,903    
                               2010     3,170,899    17.44 - 20.70      61,092,507    
                               2009     2,845,850    15.53 - 18.18      48,249,580    

MFS VIT Investors Trust        2013         3,517             7.38          25,951    
   Sub-Account                 2012         3,616             5.67          20,488    
                               2011         7,050             4.82          33,994    
                               2010         8,683             5.00          43,404    
                               2009        11,563             4.56          52,758    

MFS VIT New Discovery          2013         3,294            13.97          46,020    
   Sub-Account                 2012         4,161            10.01          41,661    
                               2011         4,939             8.38          41,374    
                               2010         4,951             9.47          46,865    
                               2009         6,461             7.04          45,491    

MFS VIT Research Sub-Account   2013         8,132             7.85          63,835    
                               2012         8,335             6.02          50,155    
                               2011         8,675             5.20          45,142    
                               2010        21,202             5.30         112,388    
                               2009        23,944             4.64         111,057    

MIST AllianceBernstein         2013   286,256,086    11.32 - 11.74   3,313,674,192    
   Global Dynamic Allocation   2012   267,334,005    10.40 - 10.66   2,823,843,417    
   Sub-Account                 2011   168,434,681      9.68 - 9.75   1,639,379,077    
   (Commenced 5/2/2011)                                                               

MIST American Funds            2013   276,830,535    11.83 - 12.78   3,430,387,038    
   Balanced Allocation         2012   292,605,761    10.22 - 10.89   3,106,060,329    
   Sub-Account                 2011   306,967,734      9.22 - 9.69   2,914,777,188    
                               2010   251,644,506     9.64 - 10.00   2,478,289,324    
                               2009   147,529,141      8.80 - 9.00   1,315,175,709    

MIST American Funds Growth     2013   147,794,512    11.83 - 12.67   1,828,322,375    
   Allocation Sub-Account      2012   149,020,463     9.68 - 10.24   1,496,665,592    
                               2011   159,224,115      8.53 - 8.92   1,398,390,722    
                               2010   155,386,301      9.17 - 9.47   1,454,861,016    
                               2009   139,002,030      8.27 - 8.44   1,164,848,803    

MIST American Funds Growth     2013    59,593,818     1.29 - 12.90     632,386,636    
   Sub-Account                 2012    54,812,434     9.59 - 10.07     545,665,799    
                               2011    64,256,598      8.36 - 8.69     553,292,806    
                               2010    52,406,611      8.97 - 9.23     480,253,525    
                               2009    30,278,080      7.76 - 7.90     238,097,827    

MIST American Funds            2013   147,773,215    11.61 - 12.53   1,796,366,977    
   Moderate Allocation         2012   159,499,085    10.47 - 11.15   1,734,325,945    
   Sub-Account                 2011   168,982,398     9.67 - 10.16   1,683,464,896    
                               2010   143,876,667     9.88 - 10.25   1,452,175,003    
                               2009    89,994,728      9.20 - 9.42     839,089,528    


                                               FOR THE YEAR ENDED DECEMBER 31         
                                     -------------------------------------------------
                                     INVESTMENT(1)  EXPENSE RATIO(2)   TOTAL RETURN(3)
                                        INCOME          LOWEST TO         LOWEST TO   
                                       RATIO (%)       HIGHEST (%)       HIGHEST (%)  
                                     -------------  ----------------  ----------------
                                                                                      
LMPVIT Western Asset           2013       6.19        0.95 - 2.30          3.85 - 5.27
   Variable Global High Yield  2012       7.84        0.95 - 2.30        15.62 - 17.20
   Bond Sub-Account            2011       8.38        0.95 - 2.30        (0.59) - 0.75
                               2010       9.47        0.95 - 2.30        12.31 - 13.83
                               2009      11.34        0.95 - 2.30        52.02 - 54.08

MFS VIT Investors Trust        2013       1.10               1.40                30.22
   Sub-Account                 2012       0.67               1.40                17.52
                               2011       0.90               1.40               (3.54)
                               2010       1.30               1.40                 9.56
                               2009       1.77               1.40                25.15

MFS VIT New Discovery          2013         --               1.40                39.55
   Sub-Account                 2012         --               1.40                19.53
                               2011         --               1.40              (11.51)
                               2010         --               1.40                34.44
                               2009         --               1.40                60.90

MFS VIT Research Sub-Account   2013       0.33               1.40                30.45
                               2012       0.79               1.40                15.63
                               2011       0.72               1.40               (1.83)
                               2010       0.92               1.40                14.29
                               2009       1.44               1.40                28.73

MIST AllianceBernstein         2013       1.28        0.90 - 2.35         8.56 - 10.15
   Global Dynamic Allocation   2012       0.10        0.90 - 2.35          3.45 - 8.82
   Sub-Account                 2011       0.87        1.15 - 2.25      (3.18) - (2.47)
   (Commenced 5/2/2011)                                                               

MIST American Funds            2013       1.37        1.00 - 2.35        15.78 - 17.35
   Balanced Allocation         2012       1.69        1.00 - 2.35        10.88 - 12.39
   Sub-Account                 2011       1.26        1.00 - 2.35      (4.39) - (3.10)
                               2010       1.01        1.00 - 2.35         9.55 - 11.05
                               2009         --        1.00 - 2.35        20.40 - 27.85

MIST American Funds Growth     2013       1.00        1.15 - 2.35        22.20 - 23.68
   Allocation Sub-Account      2012       1.21        1.15 - 2.35        13.45 - 14.82
                               2011       1.10        1.15 - 2.35      (6.95) - (5.82)
                               2010       0.89        1.15 - 2.35        10.86 - 12.18
                               2009         --        1.15 - 2.35        30.93 - 32.51

MIST American Funds Growth     2013       0.44        0.95 - 2.35        11.27 - 28.11
   Sub-Account                 2012       0.33        1.30 - 2.35        14.67 - 15.89
                               2011       0.35        1.30 - 2.35      (6.81) - (5.83)
                               2010       0.20        1.30 - 2.35        15.57 - 16.79
                               2009         --        1.30 - 2.35        35.67 - 37.09

MIST American Funds            2013       1.65        1.00 - 2.35        10.88 - 12.39
   Moderate Allocation         2012       2.04        1.00 - 2.35          8.25 - 9.73
   Sub-Account                 2011       1.54        1.00 - 2.35      (2.14) - (0.81)
                               2010       1.41        1.00 - 2.35          7.36 - 8.82
                               2009         --        1.00 - 2.35        15.69 - 21.98

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                   AS OF DECEMBER 31                  
                                    ---------------------------------------------     
                                                     UNIT VALUE                       
                                                      LOWEST TO          NET          
                                        UNITS        HIGHEST ($)     ASSETS ($)       
                                    ------------  ---------------  --------------     
                                                                                      
MIST AQR Global Risk          2013   295,108,196     9.93 - 11.09   3,248,475,977     
   Balanced Sub-Account       2012   324,843,850    10.42 - 11.61   3,753,309,463     
   (Commenced 5/2/2011)       2011   179,038,392    10.54 - 10.62   1,898,124,083     

MIST BlackRock Global         2013   487,574,727    10.92 - 11.35   5,457,878,761     
   Tactical Strategies        2012   471,913,542    10.13 - 10.38   4,856,824,935     
   Sub-Account                2011   297,189,715      9.51 - 9.58   2,842,712,285     
   (Commenced 5/2/2011)                                                               

MIST BlackRock High Yield     2013    10,783,682    14.92 - 28.32     265,149,806     
   Sub-Account                2012    11,949,833    13.83 - 26.13     276,977,302     
                              2011    10,891,616    12.03 - 21.28     221,624,841     
                              2010     9,034,810    11.92 - 21.07     182,367,303     
                              2009     5,656,394    16.02 - 18.43     100,278,538     

MIST BlackRock Large Cap      2013     1,260,254    12.25 - 14.84      16,869,650     
   Core Sub-Account           2012     1,423,242     9.34 - 11.16      14,439,147     
                              2011     1,414,721      8.42 - 9.34      12,849,849     
                              2010     1,044,239      8.60 - 9.47       9,613,588     
                              2009       613,169      7.82 - 8.54       5,078,728     

MIST Clarion Global Real      2013    11,099,591    15.36 - 17.68     182,673,922     
   Estate Sub-Account         2012    10,967,900    15.19 - 17.23     177,317,957     
                              2011    11,304,866    12.34 - 13.38     147,447,056     
                              2010     9,934,760    13.39 - 14.36     139,330,754     
                              2009     7,999,282    11.80 - 12.53      98,120,895     

MIST ClearBridge Aggressive   2013       604,793  145.80 - 224.52     119,068,960     
   Growth II Sub-Account      2012       687,043  115.55 - 176.62     106,823,115     
                              2011       543,584   96.27 - 146.05      68,769,080     
                              2010       397,905  106.29 - 160.04      53,356,686     
                              2009       192,470   99.16 - 121.06      21,865,637     

MIST ClearBridge Aggressive   2013    36,299,683    10.84 - 13.77     451,710,565     
   Growth Sub-Account         2012    33,802,849      7.55 - 9.54     292,871,764     
                              2011    35,764,496      6.45 - 7.78     265,479,062     
                              2010    13,863,499      6.97 - 7.63     102,505,758     
                              2009    12,110,468      5.76 - 6.24      73,409,292     

MIST Goldman Sachs Mid Cap    2013     7,939,384    19.93 - 22.07     170,038,386     
   Value Sub-Account          2012     8,486,283    15.38 - 16.85     139,211,779     
                              2011     9,263,271    13.34 - 14.45     130,696,272     
                              2010     7,332,195    14.57 - 15.63     112,015,664     
                              2009     6,218,018    12.01 - 12.74      77,628,353     

MIST Harris Oakmark           2013    25,769,452    23.43 - 29.23     693,983,244     
   International Sub-Account  2012    25,722,293    18.33 - 22.61     538,939,254     
                              2011    28,033,038    14.49 - 17.04     461,860,538     
                              2010    23,589,953    17.23 - 20.14     459,739,197     
                              2009    18,176,767    15.11 - 17.52     309,481,262     

MIST Invesco Balanced-Risk    2013   800,860,953      1.04 - 1.06     843,160,697     
   Allocation Sub-Account     2012   631,214,101      1.04 - 1.05     661,422,417     
   (Commenced 4/30/2012)                                                              


                                              FOR THE YEAR ENDED DECEMBER 31          
                                    --------------------------------------------------
                                    INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                       INCOME          LOWEST TO          LOWEST TO   
                                      RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                    -------------  ----------------  -----------------
                                                                                      
MIST AQR Global Risk          2013       2.09        0.90 - 2.35       (5.64) - (4.26)
   Balanced Sub-Account       2012       0.44        0.90 - 2.35           3.72 - 9.29
   (Commenced 5/2/2011)       2011       3.00        1.15 - 2.25           1.94 - 2.70

MIST BlackRock Global         2013       1.36        0.90 - 2.35           7.75 - 9.32
   Tactical Strategies        2012         --        0.90 - 2.35           3.27 - 7.89
   Sub-Account                2011       1.37        1.15 - 2.25       (4.84) - (4.14)
   (Commenced 5/2/2011)                                                               

MIST BlackRock High Yield     2013       7.02        0.90 - 2.35           6.79 - 8.35
   Sub-Account                2012       7.05        0.90 - 2.35          7.68 - 15.15
                              2011       6.52        1.20 - 2.35         (0.03) - 1.12
                              2010       5.88        1.20 - 2.35          5.99 - 14.28
                              2009       3.54        1.30 - 2.35         43.24 - 44.75

MIST BlackRock Large Cap      2013       1.28        0.90 - 2.30         31.12 - 32.97
   Core Sub-Account           2012       1.07        0.90 - 2.30        (0.27) - 11.75
                              2011       0.92        1.55 - 2.30       (2.06) - (1.33)
                              2010       1.06        1.55 - 2.30         10.01 - 10.85
                              2009       1.34        1.55 - 2.30         16.49 - 17.35

MIST Clarion Global Real      2013       6.85        0.90 - 2.35           1.14 - 2.62
   Estate Sub-Account         2012       2.03        0.90 - 2.35          9.18 - 24.35
                              2011       3.80        1.30 - 2.35       (7.78) - (6.80)
                              2010       7.76        1.30 - 2.35         13.41 - 14.61
                              2009       3.11        1.30 - 2.35         31.61 - 33.00

MIST ClearBridge Aggressive   2013       0.63        1.30 - 2.35         25.80 - 27.13
   Growth II Sub-Account      2012       0.29        1.30 - 2.35         19.66 - 20.94
                              2011       1.69        1.30 - 2.35       (9.69) - (8.74)
                              2010       1.30        1.30 - 2.35           3.20 - 8.00
                              2009         --        1.55 - 2.30         39.96 - 41.01

MIST ClearBridge Aggressive   2013       0.22        0.90 - 2.35         42.22 - 44.30
   Growth Sub-Account         2012       0.02        0.90 - 2.35          3.28 - 17.38
                              2011         --        0.95 - 2.35         (9.34) - 1.91
                              2010         --        1.30 - 2.35         20.92 - 22.20
                              2009         --        1.30 - 2.35         29.87 - 31.23

MIST Goldman Sachs Mid Cap    2013       0.89        1.30 - 2.35         29.57 - 30.94
   Value Sub-Account          2012       0.59        1.30 - 2.35         15.36 - 16.58
                              2011       0.48        1.30 - 2.35       (8.46) - (7.50)
                              2010       0.92        1.30 - 2.35         21.35 - 22.63
                              2009       1.25        1.30 - 2.35         29.24 - 30.59

MIST Harris Oakmark           2013       2.44        0.95 - 2.35         27.46 - 29.26
   International Sub-Account  2012       1.63        0.95 - 2.35         15.61 - 27.58
                              2011         --        1.30 - 2.35     (16.24) - (15.36)
                              2010       1.82        1.30 - 2.35         13.71 - 14.92
                              2009       7.66        1.30 - 2.35         43.46 - 53.06

MIST Invesco Balanced-Risk    2013         --        0.90 - 2.35         (0.50) - 0.95
   Allocation Sub-Account     2012       0.55        0.90 - 2.35           3.03 - 4.04
   (Commenced 4/30/2012)                                                              

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                  AS OF DECEMBER 31                   
                                    --------------------------------------------      
                                                    UNIT VALUE                        
                                                     LOWEST TO          NET           
                                        UNITS       HIGHEST ($)     ASSETS ($)        
                                    ------------  ---------------  -------------      
                                                                                      
MIST Invesco Comstock         2013    26,889,264    14.36 - 22.42    443,561,923      
   Sub-Account                2012    26,662,653    10.86 - 16.72    329,458,802      
                              2011    25,137,797     9.39 - 14.24    266,463,408      
                              2010    21,172,822     9.76 - 14.59    230,561,318      
                              2009    16,791,760     8.70 - 12.82    161,042,507      

MIST Invesco Mid Cap Value    2013     4,619,902    30.27 - 38.39    158,040,375      
   Sub-Account                2012     5,175,603    23.78 - 29.73    138,149,492      
                              2011     5,366,862    21.23 - 24.69    127,004,689      
                              2010     4,351,943    22.57 - 25.97    108,323,379      
                              2009     3,034,782    18.41 - 20.96     60,902,685      

MIST Invesco Small Cap        2013    13,003,134    22.53 - 27.31    319,189,345      
   Growth Sub-Account         2012    13,528,657    16.44 - 19.61    240,468,780      
                              2011    13,942,780    14.22 - 16.69    212,672,795      
                              2010    11,943,258    14.70 - 16.99    186,610,558      
                              2009    11,180,366    11.92 - 13.55    140,473,926      

MIST JPMorgan Core Bond       2013    29,439,490    10.12 - 10.75    311,869,932      
   Sub-Account                2012    31,242,391    10.69 - 11.23    346,492,447      
                              2011    32,528,572    10.43 - 10.84    349,346,240      
                              2010    26,655,400    10.10 - 10.38    274,791,792      
                              2009    14,305,838      9.74 - 9.92    141,146,685      

MIST JPMorgan Global Active   2013   649,853,969      1.13 - 1.16    746,849,717      
   Allocation Sub-Account     2012   269,034,003      1.04 - 1.05    282,572,135      
   (Commenced 4/30/2012)                                                              

MIST JPMorgan Small Cap       2013     1,455,583    18.28 - 20.23     27,866,566      
   Value Sub-Account          2012     1,643,159    14.04 - 15.36     24,014,976      
                              2011     1,650,824    12.42 - 13.17     21,224,281      
                              2010     1,677,961    14.14 - 14.87     24,426,974      
                              2009     1,579,618    12.10 - 12.62     19,575,088      

MIST Loomis Sayles Global     2013    10,842,823    15.69 - 17.47    180,595,781      
   Markets Sub-Account        2012    12,318,466    13.71 - 14.91    177,780,410      
                              2011    13,161,956    12.01 - 12.74    165,018,207      
                              2010    10,620,691    12.48 - 13.10    137,171,845      
                              2009     7,198,911    10.47 - 10.88     77,383,467      

MIST Lord Abbett Bond         2013     9,341,018     9.99 - 32.33    259,294,487      
   Debenture Sub-Account      2012    10,178,078     9.36 - 30.15    266,010,291      
                              2011    10,848,076     8.39 - 26.88    255,107,548      
                              2010    11,708,304     8.12 - 25.87    267,920,695      
                              2009    11,953,991     7.27 - 23.06    245,913,998      

MIST Met/Eaton Vance          2013     7,519,969    10.76 - 11.18     83,115,837      
   Floating Rate Sub-Account  2012     5,007,151    10.61 - 10.91     54,197,004      
   (Commenced 5/3/2010)       2011     4,263,176    10.13 - 10.30     43,696,769      
                              2010     1,600,145    10.16 - 10.23     16,334,315      

MIST Met/Franklin Low         2013    14,050,793     9.78 - 10.16    140,307,146      
   Duration Total Return      2012     4,349,231     9.92 - 10.14     43,609,944      
   Sub-Account                2011     2,835,514      9.70 - 9.78     27,661,832      
   (Commenced 5/2/2011)                                                               


                                              FOR THE YEAR ENDED DECEMBER 31          
                                    --------------------------------------------------
                                    INVESTMENT(1)  EXPENSE RATIO(2)   TOTAL RETURN(3) 
                                       INCOME          LOWEST TO         LOWEST TO    
                                      RATIO (%)       HIGHEST (%)       HIGHEST (%)   
                                    -------------  ----------------  -----------------
                                                                                      
MIST Invesco Comstock         2013       1.07        0.90 - 2.35         32.25 - 34.18
   Sub-Account                2012       1.22        0.90 - 2.35          5.55 - 17.40
                              2011       1.09        0.95 - 2.35       (3.76) - (2.39)
                              2010       1.45        0.95 - 2.35         12.19 - 13.80
                              2009       1.11        0.95 - 2.35         23.63 - 30.57

MIST Invesco Mid Cap Value    2013       0.74        0.90 - 2.35         27.28 - 29.14
   Sub-Account                2012       0.40        0.90 - 2.35          2.26 - 13.21
                              2011       0.51        1.30 - 2.35       (5.93) - (4.94)
                              2010       0.55        1.30 - 2.35         22.62 - 23.91
                              2009       1.74        1.30 - 2.35         23.59 - 24.90

MIST Invesco Small Cap        2013       0.23        0.89 - 2.35         36.92 - 39.29
   Growth Sub-Account         2012         --        0.89 - 2.35         15.47 - 17.45
                              2011         --        0.89 - 2.35       (3.37) - (1.73)
                              2010         --        0.89 - 2.35         23.26 - 25.35
                              2009         --        0.89 - 2.35         30.70 - 33.03

MIST JPMorgan Core Bond       2013       0.28        1.30 - 2.35       (5.04) - (4.05)
   Sub-Account                2012       2.57        1.30 - 2.35           2.47 - 3.55
                              2011       2.09        1.30 - 2.35           3.34 - 4.42
                              2010       1.64        1.30 - 2.35           3.63 - 4.73
                              2009         --        1.30 - 2.35          9.52 - 10.67

MIST JPMorgan Global Active   2013       0.08        0.90 - 2.35           8.41 - 9.99
   Allocation Sub-Account     2012       0.73        0.90 - 2.35           3.02 - 4.03
   (Commenced 4/30/2012)                                                              

MIST JPMorgan Small Cap       2013       0.69        0.90 - 2.30         30.22 - 31.71
   Value Sub-Account          2012       0.84        0.90 - 2.30          2.73 - 13.98
                              2011       1.69        1.20 - 2.30     (12.17) - (11.43)
                              2010       0.82        1.20 - 2.30         16.82 - 17.83
                              2009       0.88        1.20 - 2.30         26.15 - 27.24

MIST Loomis Sayles Global     2013       2.41        0.95 - 2.35         14.41 - 16.02
   Markets Sub-Account        2012       2.32        1.10 - 2.35          2.75 - 15.41
                              2011       2.32        1.30 - 2.35       (3.77) - (2.75)
                              2010       2.99        1.30 - 2.35         19.18 - 20.43
                              2009       1.95        1.30 - 2.35         37.54 - 39.00

MIST Lord Abbett Bond         2013       6.62        0.89 - 2.35           5.47 - 7.21
   Debenture Sub-Account      2012       7.20        0.89 - 2.35          5.77 - 12.18
                              2011       5.92        0.89 - 2.35           2.04 - 3.90
                              2010       6.21        0.89 - 2.35         10.34 - 12.18
                              2009       7.17        0.89 - 2.35         33.60 - 35.91

MIST Met/Eaton Vance          2013       3.38        1.30 - 2.35           1.42 - 2.50
   Floating Rate Sub-Account  2012       3.39        1.30 - 2.35           4.83 - 5.94
   (Commenced 5/3/2010)       2011       1.99        1.30 - 2.30         (0.31) - 0.69
                              2010         --        1.30 - 2.30           1.64 - 2.31

MIST Met/Franklin Low         2013       1.07        0.90 - 2.35         (1.19) - 0.25
   Duration Total Return      2012       1.91        0.90 - 2.20           1.17 - 3.15
   Sub-Account                2011         --        1.20 - 2.35       (2.83) - (2.08)
   (Commenced 5/2/2011)                                                               

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                   AS OF DECEMBER 31                  
                                    ----------------------------------------------    
                                                      UNIT VALUE                      
                                                       LOWEST TO          NET         
                                         UNITS        HIGHEST ($)     ASSETS ($)      
                                     ------------  ---------------  --------------    
                                                                                      
MIST Met/Templeton            2013      3,905,329    13.00 - 13.53      52,286,139    
   International Bond         2012      4,238,395    13.19 - 13.56      57,001,253    
   Sub-Account                2011      4,276,073    11.74 - 12.02      51,093,268    
   (Commenced 5/4/2009)       2010      2,982,596    12.04 - 12.22      36,302,425    
                              2009        775,327    10.84 - 10.90       8,438,524    

MIST MetLife Aggressive       2013     42,451,280    14.53 - 16.59     659,971,504    
   Strategy Sub-Account       2012     44,655,767    11.48 - 12.93     545,044,070    
                              2011     49,390,389    10.07 - 10.98     524,691,864    
                              2010     45,689,702    10.94 - 11.78     522,967,837    
                              2009     41,343,573     9.62 - 10.23     412,402,731    

MIST MetLife Balanced Plus    2013    547,096,627    11.51 - 11.96   6,454,726,976    
   Sub-Account                2012    438,994,467    10.30 - 10.55   4,593,209,415    
   (Commenced 5/2/2011)       2011    257,076,022      9.33 - 9.40   2,411,774,661    

MIST MetLife Balanced         2013    519,201,421    14.02 - 16.02   7,812,083,177    
   Strategy Sub-Account       2012    550,560,779    12.02 - 13.53   7,045,806,333    
                              2011    592,824,603    10.80 - 11.77   6,764,659,086    
                              2010    546,381,907    11.25 - 12.12   6,437,293,439    
                              2009    458,932,798    10.14 - 10.79   4,832,135,577    

MIST MetLife Defensive        2013    140,580,521    13.08 - 14.94   1,972,799,136    
   Strategy Sub-Account       2012    178,585,503    12.28 - 13.82   2,332,865,728    
                              2011    186,262,512    11.33 - 12.48   2,228,739,665    
                              2010    167,912,074    11.40 - 12.39   2,003,850,499    
                              2009    134,240,318    10.52 - 11.28   1,466,386,791    

MIST MetLife Growth           2013    434,876,747    14.54 - 16.61   6,767,059,518    
   Strategy Sub-Account       2012    407,576,342    11.83 - 13.31   5,115,649,012    
                              2011    446,977,194    10.46 - 11.40   4,926,470,881    
                              2010    473,161,406    11.14 - 12.00   5,512,372,206    
                              2009    490,302,032     9.88 - 10.51   5,026,063,304    

MIST MetLife Moderate         2013    247,107,077    13.70 - 15.64   3,631,779,008    
   Strategy Sub-Account       2012    266,549,696    12.27 - 13.82   3,483,723,904    
                              2011    281,377,647    11.18 - 12.19   3,324,311,655    
                              2010    257,780,425    11.46 - 12.34   3,094,289,659    
                              2009    201,975,022    10.44 - 11.11   2,188,428,006    

MIST MetLife Multi-Index      2013    153,950,143     1.12 - 11.26     209,957,052    
   Targeted Risk Sub-Account  2012     11,094,386             1.01      11,247,979    
   (Commenced 11/12/2012)                                                             

MIST MFS Emerging Markets     2013     41,623,177    10.29 - 12.45     456,076,892    
   Equity Sub-Account         2012     38,352,212    11.09 - 13.41     448,693,258    
                              2011     37,004,554     9.55 - 11.54     369,675,163    
                              2010     29,287,659    12.03 - 14.53     365,169,255    
                              2009     18,534,256     9.96 - 12.02     189,762,080    

MIST MFS Research             2013     19,616,483    15.39 - 18.44     331,488,461    
   International Sub-Account  2012     21,667,563    13.21 - 15.60     311,615,422    
                              2011     22,841,018    11.58 - 13.42     285,814,827    
                              2010     22,399,698    13.27 - 15.17     318,521,626    
                              2009     21,694,779    12.19 - 13.75     281,155,296    


                                              FOR THE YEAR ENDED DECEMBER 31          
                                    --------------------------------------------------
                                    INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                       INCOME          LOWEST TO          LOWEST TO   
                                      RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                    -------------  ----------------  -----------------
                                                                                      
MIST Met/Templeton            2013       2.02        1.30 - 2.15       (1.11) - (0.27)
   International Bond         2012      10.26        1.30 - 2.05         11.96 - 12.80
   Sub-Account                2011       6.86        1.30 - 2.20       (2.49) - (1.61)
   (Commenced 5/4/2009)       2010       0.51        1.30 - 2.20         11.07 - 12.08
                              2009         --        1.30 - 2.20           8.40 - 9.00

MIST MetLife Aggressive       2013       0.75        0.90 - 2.35         26.50 - 28.35
   Strategy Sub-Account       2012       0.64        0.90 - 2.35          2.91 - 15.40
                              2011       1.10        1.15 - 2.35       (7.96) - (6.85)
                              2010       1.18        1.15 - 2.35         13.80 - 15.17
                              2009         --        1.15 - 2.35         29.56 - 31.13

MIST MetLife Balanced Plus    2013       1.19        0.90 - 2.35         11.71 - 13.34
   Sub-Account                2012         --        0.90 - 2.35          4.67 - 11.81
   (Commenced 5/2/2011)       2011       0.27        1.15 - 2.25       (6.68) - (6.00)

MIST MetLife Balanced         2013       2.01        0.90 - 2.35         16.65 - 18.35
   Strategy Sub-Account       2012       2.15        0.90 - 2.35          3.72 - 12.62
                              2011       1.58        1.15 - 2.35       (3.98) - (2.82)
                              2010       2.05        1.15 - 2.35         10.96 - 12.28
                              2009         --        1.15 - 2.35         25.35 - 26.87

MIST MetLife Defensive        2013       3.03        0.90 - 2.35           6.55 - 8.10
   Strategy Sub-Account       2012       2.83        0.90 - 2.35           3.87 - 9.80
                              2011       2.22        1.00 - 2.35         (0.59) - 0.76
                              2010       3.05        1.00 - 2.35           8.32 - 9.80
                              2009       2.86        1.00 - 2.35         14.50 - 21.50

MIST MetLife Growth           2013       1.40        0.90 - 2.35         22.99 - 24.79
   Strategy Sub-Account       2012       1.66        0.90 - 2.35          3.45 - 14.39
                              2011       1.54        1.15 - 2.35       (6.10) - (4.98)
                              2010       1.71        1.15 - 2.35         12.81 - 14.17
                              2009         --        1.15 - 2.35         27.08 - 28.61

MIST MetLife Moderate         2013       2.38        0.90 - 2.35         11.57 - 13.20
   Strategy Sub-Account       2012       2.66        0.90 - 2.35          3.72 - 11.10
                              2011       1.83        1.15 - 2.35       (2.43) - (1.26)
                              2010       2.46        1.15 - 2.35          9.79 - 11.12
                              2009       3.18        1.15 - 2.35         23.16 - 24.65

MIST MetLife Multi-Index      2013       0.55        1.15 - 2.25          4.04 - 11.65
   Targeted Risk Sub-Account  2012         --        1.15 - 2.00           2.56 - 2.68
   (Commenced 11/12/2012)                                                             

MIST MFS Emerging Markets     2013       1.07        0.90 - 2.35       (7.19) - (5.83)
   Equity Sub-Account         2012       0.75        0.90 - 2.35          3.96 - 17.77
                              2011       1.39        0.95 - 2.35     (20.59) - (19.48)
                              2010       0.97        0.95 - 2.35         20.79 - 22.49
                              2009       1.45        0.95 - 2.35         65.01 - 67.34

MIST MFS Research             2013       2.58        0.90 - 2.35         16.49 - 18.19
   International Sub-Account  2012       1.89        0.90 - 2.35          6.35 - 15.60
                              2011       1.88        0.95 - 2.35     (12.79) - (11.56)
                              2010       1.70        0.95 - 2.35          8.83 - 10.35
                              2009       3.12        0.95 - 2.35         28.50 - 30.32

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                   AS OF DECEMBER 31                   
                                     ---------------------------------------------     
                                                     UNIT VALUE                        
                                                      LOWEST TO           NET          
                                         UNITS       HIGHEST ($)      ASSETS ($)       
                                     ------------  ---------------  --------------     
                                                                                       
MIST Morgan Stanley Mid Cap    2013    13,099,903     2.79 - 24.94     244,579,234     
   Growth Sub-Account          2012    12,225,316     2.03 - 18.06     166,100,095     
                               2011     8,735,505     1.88 - 16.63     109,412,403     
                               2010     6,606,286     2.04 - 17.98      89,015,672     
                               2009     5,166,934     9.84 - 11.09      54,290,087     

MIST Oppenheimer Global        2013     3,127,720    21.72 - 27.49      78,398,573     
   Equity Sub-Account          2012       500,711    18.48 - 21.83       9,983,469     
                               2011       559,531    15.55 - 17.64       9,330,001     
                               2010       608,969    17.31 - 19.88      11,272,119     
                               2009       672,213    15.23 - 17.32      10,903,654     

MIST PIMCO Inflation           2013    57,648,505    13.13 - 15.33     821,456,089     
   Protected Bond Sub-Account  2012    64,013,091    14.82 - 17.05   1,021,039,296     
                               2011    63,087,877    13.90 - 15.36     936,595,819     
                               2010    52,467,468    12.81 - 13.99     711,162,874     
                               2009    37,506,865    12.17 - 13.14     478,661,744     

MIST PIMCO Total Return        2013   118,419,838    12.03 - 19.16   1,993,786,948     
   Sub-Account                 2012   128,302,689    12.42 - 19.67   2,234,370,461     
                               2011   132,311,947    11.50 - 18.11   2,140,758,433     
                               2010   111,149,390    11.27 - 17.67   1,761,602,464     
                               2009    71,654,403    10.54 - 16.44   1,055,450,302     

MIST Pioneer Fund              2013    12,432,551     2.58 - 28.13     297,755,670     
   Sub-Account                 2012    11,331,680     9.91 - 21.33     220,043,655     
                               2011     9,480,402     9.11 - 19.29     168,467,083     
                               2010     5,977,317    16.24 - 20.40     112,914,666     
                               2009     3,239,380    14.30 - 17.72      53,308,711     

MIST Pioneer Strategic         2013    41,450,021     2.53 - 31.43     919,328,857     
   Income Sub-Account          2012    29,638,373    13.34 - 31.23     804,777,040     
                               2011    24,444,162    12.25 - 27.99     600,261,549     
                               2010    17,115,149    12.17 - 27.26     419,601,867     
                               2009    10,957,582    11.11 - 24.54     251,000,578     

MIST Pyramis Government        2013    69,488,361    10.04 - 10.44     715,739,557     
   Income Sub-Account          2012    88,599,553    10.77 - 11.03     968,887,238     
   (Commenced 5/2/2011)        2011    45,618,019    10.69 - 10.77     490,473,351     

MIST Pyramis Managed           2013     7,294,047    10.69 - 10.77      78,417,229     
   Risk Sub-Account                                                                    
   (Commenced 4/29/2013)                                                               

MIST Schroders Global          2013   375,261,358      1.14 - 1.17     435,205,689     
   Multi-Asset Sub-Account     2012   179,641,654      1.06 - 1.07     191,885,161     
   (Commenced 4/30/2012)                                                               

MIST SSgA Growth and Income    2013   110,435,377    13.34 - 15.03   1,578,178,677     
   ETF Sub-Account             2012   118,446,237    12.09 - 13.24   1,521,502,479     
                               2011   120,297,977    10.97 - 11.83   1,390,741,062     
                               2010    85,827,962    11.20 - 11.84     995,772,752     
                               2009    29,942,630    10.20 - 10.67     314,125,011     


                                                FOR THE YEAR ENDED DECEMBER 31         
                                     --------------------------------------------------
                                     INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                        INCOME          LOWEST TO          LOWEST TO   
                                       RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                     -------------  ----------------  -----------------
                                                                                       
MIST Morgan Stanley Mid Cap    2013       0.60        0.89 - 2.30         35.86 - 38.07
   Growth Sub-Account          2012         --        0.89 - 2.30         (4.93) - 8.58
                               2011       0.56        0.89 - 2.30       (9.04) - (7.49)
                               2010       0.01        0.89 - 2.30         17.15 - 30.84
                               2009         --        0.95 - 2.30         53.69 - 55.79

MIST Oppenheimer Global        2013       0.35        0.90 - 2.30         24.22 - 25.97
   Equity Sub-Account          2012       1.40        0.90 - 1.95          8.80 - 19.84
                               2011       1.79        0.95 - 1.95      (10.17) - (9.41)
                               2010       1.34        0.95 - 1.95         13.69 - 14.83
                               2009       2.29        0.95 - 1.95         37.10 - 38.48

MIST PIMCO Inflation           2013       2.20        0.90 - 2.35     (11.38) - (10.09)
   Protected Bond Sub-Account  2012       3.02        0.90 - 2.35           4.22 - 7.82
                               2011       1.62        1.20 - 2.35           8.56 - 9.82
                               2010       2.23        1.20 - 2.35           5.26 - 6.48
                               2009       3.18        1.20 - 2.35         15.31 - 16.64

MIST PIMCO Total Return        2013       4.27        0.89 - 2.35       (4.19) - (2.59)
   Sub-Account                 2012       3.13        0.89 - 2.35           4.10 - 8.58
                               2011       2.62        0.89 - 2.35         (0.31) - 2.51
                               2010       3.20        0.89 - 2.35           5.65 - 7.45
                               2009       6.39        0.89 - 2.35         15.29 - 17.35

MIST Pioneer Fund              2013       3.15        0.90 - 2.30          9.33 - 31.88
   Sub-Account                 2012       1.45        0.90 - 2.30           0.85 - 9.54
                               2011       1.11        0.95 - 2.30      (11.94) - (5.45)
                               2010       0.78        0.95 - 2.30         13.47 - 15.12
                               2009       1.52        0.95 - 2.30         21.07 - 27.31

MIST Pioneer Strategic         2013       4.82        0.90 - 2.35         (0.94) - 1.21
   Income Sub-Account          2012       4.73        0.90 - 2.35          6.09 - 10.56
                               2011       4.36        0.95 - 2.35           1.06 - 2.65
                               2010       4.58        0.95 - 2.20          5.21 - 11.12
                               2009       4.72        0.95 - 2.15         23.08 - 31.83

MIST Pyramis Government        2013       1.55        0.90 - 2.35       (6.74) - (5.37)
   Income Sub-Account          2012       0.02        0.90 - 2.35           0.74 - 1.96
   (Commenced 5/2/2011)        2011       0.89        1.15 - 2.25           6.96 - 7.75

MIST Pyramis Managed           2013       1.65        1.15 - 2.25           4.66 - 5.43
   Risk Sub-Account                                                                    
   (Commenced 4/29/2013)                                                               

MIST Schroders Global          2013       0.01        0.90 - 2.35           7.55 - 9.12
   Multi-Asset Sub-Account     2012       1.49        0.90 - 2.35           5.01 - 6.03
   (Commenced 4/30/2012)                                                               

MIST SSgA Growth and Income    2013       2.51        0.90 - 2.35         10.31 - 11.92
   ETF Sub-Account             2012       2.40        1.10 - 2.35          4.01 - 11.55
                               2011       1.70        1.15 - 2.35       (1.29) - (0.09)
                               2010       1.05        1.15 - 2.20          9.80 - 10.96
                               2009       0.78        1.15 - 2.20         22.17 - 23.97

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                  AS OF DECEMBER 31                  
                                   ----------------------------------------------    
                                                    UNIT VALUE                       
                                                     LOWEST TO           NET         
                                       UNITS        HIGHEST ($)      ASSETS ($)      
                                   ------------  ----------------  --------------    
                                                                                     
MIST SSgA Growth ETF         2013    35,919,224     13.27 - 14.96     509,607,858    
   Sub-Account               2012    36,733,044     11.51 - 12.55     448,167,959    
                             2011    37,984,453     10.24 - 11.04     409,132,829    
                             2010    29,136,066     10.71 - 11.41     325,453,346    
                             2009    16,443,398      9.67 - 10.11     163,291,494    

MIST T. Rowe Price Large     2013    11,320,980    38.18 - 128.69     657,944,319    
   Cap Value Sub-Account     2012    12,231,249     28.88 - 96.83     536,790,380    
                             2011    13,446,503     24.76 - 82.60     507,039,092    
                             2010    14,212,118     26.09 - 86.60     558,423,606    
                             2009    14,942,501     22.55 - 74.47     502,483,411    

MIST T. Rowe Price Mid Cap   2013    37,965,912     13.67 - 15.54     568,882,747    
   Growth Sub-Account        2012    41,941,697     10.24 - 11.53     467,536,275    
                             2011    44,089,511      9.22 - 10.28     439,146,325    
                             2010    40,356,445      9.67 - 10.58     414,850,131    
                             2009    31,597,201       7.75 - 8.40     258,174,943    

MIST Third Avenue Small Cap  2013    13,992,716     21.87 - 26.40     330,701,962    
   Value Sub-Account         2012    15,859,523     16.91 - 20.06     287,540,317    
                             2011    18,611,699     14.67 - 17.11     290,532,427    
                             2010    18,793,984     16.49 - 18.91     327,520,477    
                             2009    17,777,766     14.06 - 15.88     262,479,306    

MSF Baillie Gifford          2013    29,549,817      4.51 - 15.12     303,453,047    
   International Stock       2012       219,106      3.96 - 13.35       2,585,607    
   Sub-Account               2011       282,028      3.36 - 11.37       2,803,543    
                             2010       318,412      4.26 - 14.47       3,979,701    
                             2009       337,655      4.02 - 13.77       3,955,132    

MSF Barclays Aggregate       2013    13,536,937      1.71 - 18.22     162,571,849    
   Bond Index Sub-Account    2012    10,756,748      1.78 - 18.82     151,553,766    
                             2011     8,083,366      1.73 - 18.28     130,173,979    
                             2010     5,646,137     14.02 - 17.15      86,674,964    
                             2009     2,010,364     13.73 - 16.32      29,893,966    

MSF BlackRock Bond Income    2013     1,054,348     44.86 - 72.01      57,251,907    
   Sub-Account               2012     1,045,629     46.32 - 73.22      57,888,933    
                             2011       953,075     44.15 - 68.69      49,538,985    
                             2010       952,834     42.45 - 65.04      47,336,145    
                             2009       911,026     40.15 - 60.57      42,636,576    

MSF BlackRock Capital        2013       721,215     15.83 - 48.60      15,272,342    
   Appreciation Sub-Account  2012       745,728     12.04 - 36.54      11,831,610    
                             2011       814,200     10.75 - 32.23      11,348,650    
                             2010       601,185     12.06 - 35.71       9,563,155    
                             2009       612,808     10.28 - 30.07       8,419,085    

MSF BlackRock Large Cap      2013       225,190     16.80 - 17.73       3,792,926    
   Value Sub-Account         2012       230,438     12.89 - 13.54       2,977,532    
                             2011       252,494     11.44 - 11.96       2,890,664    
                             2010       253,453     11.33 - 11.79       2,872,585    
                             2009       264,703     10.51 - 10.89       2,783,413    


                                             FOR THE YEAR ENDED DECEMBER 31          
                                   --------------------------------------------------
                                   INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                      INCOME          LOWEST TO          LOWEST TO   
                                     RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                   -------------  ----------------  -----------------
                                                                                     
MIST SSgA Growth ETF         2013       2.10        0.90 - 2.35         15.33 - 17.01
   Sub-Account               2012       1.96        1.15 - 2.35          4.38 - 13.71
                             2011       1.56        1.15 - 2.35       (4.40) - (3.24)
                             2010       1.35        1.15 - 2.35         11.50 - 12.85
                             2009       0.93        1.15 - 2.20         26.29 - 28.66

MIST T. Rowe Price Large     2013       1.58        0.89 - 2.35         30.67 - 32.90
   Cap Value Sub-Account     2012       1.50        0.89 - 2.35          6.92 - 17.22
                             2011       0.70        0.89 - 2.35       (6.24) - (4.62)
                             2010       1.11        0.89 - 2.35         14.30 - 16.29
                             2009       2.30        0.89 - 2.35         15.64 - 17.62

MIST T. Rowe Price Mid Cap   2013       0.21        1.30 - 2.35         33.41 - 34.82
   Growth Sub-Account        2012         --        1.30 - 2.35         11.03 - 12.21
                             2011         --        1.30 - 2.35       (3.93) - (2.92)
                             2010         --        1.30 - 2.35         24.72 - 26.05
                             2009         --        1.30 - 2.35         42.11 - 43.59

MIST Third Avenue Small Cap  2013       0.99        0.89 - 2.35         29.37 - 31.64
   Value Sub-Account         2012         --        0.89 - 2.35         15.23 - 17.22
                             2011       1.10        0.89 - 2.35      (11.09) - (9.50)
                             2010       1.17        0.89 - 2.35         17.11 - 19.08
                             2009       1.15        0.89 - 2.35         23.51 - 25.70

MSF Baillie Gifford          2013       0.02        1.30 - 2.25          9.68 - 13.94
   International Stock       2012       1.14        1.40 - 1.90         17.11 - 17.85
   Sub-Account               2011       1.60        1.40 - 1.90     (21.63) - (20.99)
                             2010       1.41        1.40 - 1.90           4.85 - 5.74
                             2009       0.42        1.40 - 1.90         19.59 - 20.44

MSF Barclays Aggregate       2013       3.23        0.89 - 2.25       (4.74) - (3.19)
   Bond Index Sub-Account    2012       3.45        0.89 - 2.25           1.27 - 2.98
                             2011       3.22        0.89 - 2.25           4.77 - 6.56
                             2010       2.64        0.89 - 2.25           3.30 - 5.11
                             2009       3.64        0.89 - 2.15           2.27 - 4.24

MSF BlackRock Bond Income    2013       3.83        0.89 - 2.30       (3.17) - (1.65)
   Sub-Account               2012       2.54        0.89 - 2.30           3.74 - 6.59
                             2011       3.84        0.89 - 2.30           4.00 - 5.62
                             2010       3.77        0.89 - 2.30           5.72 - 7.38
                             2009       6.49        0.89 - 2.30           6.81 - 8.50

MSF BlackRock Capital        2013       0.79        0.89 - 2.30         31.17 - 33.03
   Appreciation Sub-Account  2012       0.32        0.89 - 2.30        (0.88) - 13.35
                             2011       0.17        0.89 - 2.30      (11.01) - (9.75)
                             2010       0.22        0.89 - 2.30         17.10 - 18.76
                             2009       0.15        0.89 - 2.30         28.77 - 35.57

MSF BlackRock Large Cap      2013       1.38        0.89 - 1.35         30.28 - 30.88
   Value Sub-Account         2012       1.61        0.89 - 1.35         12.74 - 13.27
                             2011       1.16        0.89 - 1.35           0.97 - 1.44
                             2010       1.09        0.89 - 1.35           7.75 - 8.26
                             2009       1.58        0.89 - 1.35          9.73 - 10.22

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                    AS OF DECEMBER 31                   
                                      --------------------------------------------      
                                                      UNIT VALUE                        
                                                       LOWEST TO          NET           
                                          UNITS       HIGHEST ($)     ASSETS ($)        
                                      ------------  ---------------  -------------      
                                                                                        
MSF BlackRock Money Market      2013    44,329,198     2.36 - 25.88    461,342,890      
   Sub-Account                  2012    53,484,009     9.33 - 25.53    569,109,901      
                                2011    59,067,302     9.55 - 25.84    633,625,012      
                                2010    51,015,018     9.77 - 26.15    553,885,805      
                                2009    54,211,009     9.99 - 26.46    576,532,284      

MSF Davis Venture Value         2013    36,209,587    16.00 - 52.55    658,561,438      
   Sub-Account                  2012    41,401,029    12.26 - 39.65    572,327,325      
                                2011    48,368,185    11.12 - 35.45    599,153,697      
                                2010    46,415,423    11.87 - 37.27    606,785,200      
                                2009    41,123,511    10.86 - 33.58    487,864,492      

MSF Frontier Mid Cap            2013     4,767,721    16.33 - 18.08     83,651,163      
   Growth Sub-Account                                                                   
   (Commenced 4/29/2013)                                                                

MSF Jennison Growth             2013    32,574,197     3.93 - 19.82    585,624,219      
   Sub-Account                  2012    35,125,323     2.91 - 14.55    468,764,846      
                                2011    20,877,221     2.55 - 12.29    248,172,110      
                                2010    20,230,170     2.57 - 12.42    243,817,657      
                                2009    17,375,446     2.33 - 11.31    190,651,501      

MSF Loomis Sayles Small Cap     2013       283,327    46.30 - 57.49     14,610,773      
   Core Sub-Account             2012       330,015    33.68 - 41.36     12,332,225      
                                2011       310,374    30.16 - 36.63     10,317,247      
                                2010       214,307    30.76 - 36.95      7,224,075      
                                2009        73,444    25.33 - 29.40      1,990,671      

MSF Loomis Sayles Small Cap     2013        12,506    17.15 - 18.50        226,802      
   Growth Sub-Account           2012         3,306    11.73 - 12.58         40,927      
   (Commenced 4/30/2012)                                                                

MSF Met/Artisan Mid Cap         2013    13,125,790    19.41 - 55.03    285,771,010      
   Value Sub-Account            2012    13,419,571    14.54 - 40.57    217,257,576      
                                2011    14,599,235    13.33 - 36.59    215,514,020      
                                2010    15,163,945    12.80 - 34.58    213,857,206      
                                2009    15,659,935    11.41 - 30.33    195,923,686      

MSF Met/Dimensional             2013     3,208,551    19.88 - 21.38     66,162,419      
   International Small Company  2012     3,203,412    15.91 - 16.90     52,618,293      
   Sub-Account                  2011     3,336,605    13.82 - 14.29     47,225,164      
                                2010     2,082,274    16.89 - 17.28     35,750,236      
                                2009     1,225,665    14.11 - 14.28     17,436,960      

MSF MetLife Conservative        2013       557,035    12.93 - 13.63      7,497,408      
   Allocation Sub-Account       2012       735,694    12.67 - 13.27      9,655,026      
                                2011       850,770    11.86 - 12.35     10,395,348      
                                2010       830,223    11.74 - 12.15      9,998,191      
                                2009       967,744    10.85 - 11.21     10,771,428      

MSF MetLife Conservative to     2013       550,896    13.60 - 14.27      7,732,376      
   Moderate Allocation          2012       588,986    12.52 - 13.07      7,576,787      
   Sub-Account                  2011       608,383    11.48 - 11.91      7,143,945      
                                2010       782,775    11.60 - 11.97      9,257,856      
                                2009       836,071    10.62 - 10.90      9,016,185      


                                                FOR THE YEAR ENDED DECEMBER 31          
                                      --------------------------------------------------
                                      INVESTMENT(1)  EXPENSE RATIO(2)   TOTAL RETURN(3) 
                                         INCOME          LOWEST TO         LOWEST TO    
                                        RATIO (%)       HIGHEST (%)       HIGHEST (%)   
                                      -------------  ----------------  -----------------
                                                                                        
MSF BlackRock Money Market      2013         --        0.90 - 2.35       (2.32) - (0.37)
   Sub-Account                  2012         --        0.95 - 2.35       (2.34) - (0.74)
                                2011         --        0.95 - 2.35       (2.32) - (0.94)
                                2010         --        0.95 - 2.35       (2.32) - (0.64)
                                2009       0.25        1.00 - 2.35       (2.07) - (0.48)

MSF Davis Venture Value         2013       1.27        0.89 - 2.35         30.43 - 32.52
   Sub-Account                  2012       0.72        0.89 - 2.35          1.16 - 11.86
                                2011       1.01        0.89 - 2.35      (11.86) - (4.88)
                                2010       0.87        0.89 - 2.35          9.22 - 11.01
                                2009       1.37        0.89 - 2.35         28.77 - 30.82

MSF Frontier Mid Cap            2013         --        1.30 - 2.35         19.21 - 20.07
   Growth Sub-Account                                                                   
   (Commenced 4/29/2013)                                                                

MSF Jennison Growth             2013       0.20        0.90 - 2.35         33.56 - 35.51
   Sub-Account                  2012       0.01        0.95 - 2.35        (4.12) - 14.17
                                2011       0.06        1.30 - 2.35       (2.11) - (0.86)
                                2010       0.38        1.30 - 2.35          8.74 - 10.07
                                2009         --        1.30 - 2.35         36.32 - 38.02

MSF Loomis Sayles Small Cap     2013       0.23        1.20 - 2.30         37.49 - 39.01
   Core Sub-Account             2012         --        1.20 - 2.30         11.66 - 12.90
                                2011         --        1.20 - 2.30       (1.94) - (0.86)
                                2010         --        1.20 - 2.30         24.32 - 25.69
                                2009         --        1.20 - 2.15         27.16 - 28.38

MSF Loomis Sayles Small Cap     2013         --        0.90 - 1.50         46.17 - 47.05
   Growth Sub-Account           2012         --        0.90 - 1.50       (1.28) - (0.88)
   (Commenced 4/30/2012)                                                                

MSF Met/Artisan Mid Cap         2013       0.77        0.89 - 2.35         33.34 - 35.64
   Value Sub-Account            2012       0.80        0.89 - 2.35          8.98 - 10.87
                                2011       0.79        0.89 - 2.35           4.02 - 5.81
                                2010       0.59        0.89 - 2.35         12.09 - 14.02
                                2009       0.84        0.89 - 2.35         37.92 - 40.31

MSF Met/Dimensional             2013       1.72        0.90 - 2.30         24.70 - 26.46
   International Small Company  2012       2.19        0.90 - 2.35          3.91 - 16.37
   Sub-Account                  2011       1.94        1.30 - 2.35     (18.19) - (17.33)
                                2010       1.30        1.30 - 2.35         19.74 - 21.01
                                2009         --        1.30 - 2.35         39.40 - 40.87

MSF MetLife Conservative        2013       3.04        1.55 - 2.15           2.07 - 2.68
   Allocation Sub-Account       2012       3.27        1.55 - 2.15           6.85 - 7.49
                                2011       2.37        1.55 - 2.15           1.06 - 1.66
                                2010       4.06        1.55 - 2.15           7.71 - 8.36
                                2009       3.20        1.55 - 2.25         17.85 - 18.68

MSF MetLife Conservative to     2013       2.53        1.55 - 2.10           8.62 - 9.22
   Moderate Allocation          2012       2.95        1.55 - 2.10           9.13 - 9.74
   Sub-Account                  2011       2.14        1.55 - 2.10       (1.04) - (0.50)
                                2010       3.38        1.55 - 2.10           9.21 - 9.81
                                2009       3.07        1.55 - 2.10         21.11 - 21.78

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                               AS OF DECEMBER 31                          FOR THE YEAR ENDED DECEMBER 31          
                                 ---------------------------------------------  --------------------------------------------------
                                                  UNIT VALUE                    INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                                   LOWEST TO          NET          INCOME          LOWEST TO          LOWEST TO   
                                     UNITS        HIGHEST ($)     ASSETS ($)      RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                 ------------  ---------------  --------------  -------------  ----------------  -----------------
                                                                                                                                  
MSF MetLife Mid Cap Stock  2013     5,501,359     2.64 - 28.20     125,884,078       1.00        0.89 - 2.35         29.67 - 31.97
   Index Sub-Account       2012     4,914,049     2.01 - 21.37      88,989,701       0.82        0.89 - 2.35         14.53 - 16.55
                           2011     4,708,991     1.73 - 18.33      77,805,929       0.70        0.89 - 2.35       (4.50) - (2.76)
                           2010     3,443,301    15.77 - 18.85      59,472,935       0.76        0.89 - 2.20         23.19 - 25.17
                           2009     1,692,693    12.86 - 15.06      23,983,061       1.55        0.89 - 2.15         28.41 - 35.78

MSF MetLife Moderate       2013     3,073,122    13.90 - 14.77      44,655,421       2.00        1.55 - 2.25         15.36 - 16.17
   Allocation Sub-Account  2012     3,326,548    12.05 - 12.71      41,689,448       2.39        1.55 - 2.25         10.71 - 11.49
                           2011     3,930,913    10.88 - 11.40      44,282,730       1.52        1.55 - 2.25       (3.55) - (2.89)
                           2010     4,192,524    11.28 - 11.74      48,715,861       2.53        1.55 - 2.25         10.65 - 11.44
                           2009     4,293,013    10.20 - 10.54      44,856,785       2.96        1.55 - 2.25         23.72 - 24.58

MSF MetLife Moderate to    2013     3,927,901    14.05 - 14.80      57,260,787       1.46        1.55 - 2.15         21.67 - 22.40
   Aggressive Allocation   2012     4,335,356    11.55 - 12.09      51,720,857       1.91        1.55 - 2.15         12.92 - 13.60
   Sub-Account             2011     4,632,179    10.23 - 10.65      48,721,974       1.43        1.55 - 2.15       (5.81) - (5.25)
                           2010     5,194,016    10.86 - 11.24      57,766,976       2.14        1.55 - 2.15         12.25 - 12.94
                           2009     5,328,120      9.67 - 9.95      52,562,753       2.53        1.55 - 2.15         26.35 - 27.11

MSF MetLife Stock Index    2013    28,624,388     6.28 - 69.33     561,274,487       1.68        0.89 - 2.90         28.14 - 30.85
   Sub-Account             2012    29,109,224     4.82 - 52.98     446,759,028       1.55        0.89 - 2.90         12.30 - 14.73
                           2011    25,347,914     4.22 - 46.18     355,993,780       1.55        0.89 - 2.90         (1.15) - 0.94
                           2010    23,801,960    11.03 - 45.76     343,187,076       1.63        0.89 - 2.90         11.41 - 13.81
                           2009    21,150,594     9.85 - 40.20     281,243,641       2.10        0.89 - 2.90         23.01 - 26.75

MSF MFS Total Return       2013       814,124    46.24 - 71.07      46,044,412       2.31        0.89 - 2.30         16.06 - 17.94
   Sub-Account             2012       730,405    41.41 - 60.26      35,344,618       2.78        0.89 - 2.15          2.75 - 10.59
                           2011       826,212    38.00 - 54.49      36,390,818       2.68        0.89 - 2.15           0.04 - 1.51
                           2010       929,202    37.99 - 53.68      40,676,709       2.91        0.89 - 2.15           7.53 - 9.10
                           2009     1,006,138    35.33 - 49.20      40,772,224       4.14        0.89 - 2.15         15.84 - 17.55

MSF MFS Value Sub-Account  2013    12,139,878    12.05 - 23.85     260,473,964       0.55        0.89 - 2.35         17.10 - 34.53
                           2012     3,025,966    14.12 - 17.78      48,275,261       1.94        0.89 - 2.30          3.00 - 15.61
                           2011     3,145,406    12.27 - 14.81      43,754,913       1.57        0.89 - 2.30       (1.43) - (0.04)
                           2010     3,234,649    12.33 - 14.90      45,430,281       1.32        0.89 - 2.30          8.89 - 10.44
                           2009     2,664,361    11.22 - 13.56      33,984,060         --        0.89 - 2.30         18.08 - 19.75

MSF MSCI EAFE Index        2013     8,809,646     1.61 - 17.40     112,197,169       2.89        0.89 - 2.25         18.74 - 20.78
   Sub-Account             2012     7,172,234     1.34 - 14.41      81,404,548       2.89        0.89 - 2.15         15.42 - 17.27
                           2011     6,390,970     1.15 - 12.29      69,159,210       2.23        0.89 - 2.15     (14.50) - (13.28)
                           2010     4,636,491    11.54 - 14.17      58,834,689       2.24        0.89 - 2.15           5.47 - 7.24
                           2009     2,230,107    10.94 - 13.21      27,098,496       3.30        0.89 - 2.15         26.95 - 35.25

MSF Neuberger Berman       2013     8,020,175    18.58 - 27.70     172,247,460       0.10        0.89 - 2.35         24.94 - 37.30
   Genesis Sub-Account     2012       626,194    16.44 - 20.18      11,798,908       0.34        0.89 - 2.30           7.25 - 9.05
                           2011       647,811    15.96 - 18.50      11,266,993       0.73        0.89 - 1.95         (7.38) - 4.87
                           2010       578,563    16.81 - 17.64       9,730,049       0.51        0.89 - 1.35         19.95 - 20.50
                           2009       605,787    14.02 - 14.64       8,493,213       1.10        0.89 - 1.35         11.63 - 12.15

MSF Russell 2000 Index     2013     5,835,501     2.74 - 29.98     141,070,458       1.29        0.89 - 2.35         34.91 - 37.33
   Sub-Account             2012     5,078,788     2.01 - 21.83      91,750,975       0.88        0.89 - 2.35         13.24 - 15.31
                           2011     3,926,223     1.75 - 18.93      64,081,468       0.84        0.89 - 2.35       (6.46) - (4.95)
                           2010     2,703,578     7.11 - 19.92      46,792,763       0.77        0.89 - 2.35         23.61 - 25.79
                           2009     1,108,328     5.68 - 15.83      15,337,009       1.65        0.89 - 2.20         24.25 - 26.62

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                     AS OF DECEMBER 31                   
                                       ---------------------------------------------     
                                                        UNIT VALUE                       
                                                         LOWEST TO          NET          
                                           UNITS        HIGHEST ($)     ASSETS ($)       
                                       ------------  ---------------  --------------     
                                                                                         
MSF T. Rowe Price Large          2013    14,688,080     8.03 - 53.41     151,930,071     
   Growth Sub-Account            2012        39,346    35.99 - 39.07       1,501,612     
                                 2011        44,809    30.91 - 33.42       1,465,621     
                                 2010        40,496    31.93 - 34.38       1,365,647     
                                 2009        39,614    27.87 - 29.90       1,161,818     

MSF T. Rowe Price Small Cap      2013       356,919    25.98 - 35.74      10,522,813     
   Growth Sub-Account            2012       380,162    18.41 - 24.95       7,808,995     
                                 2011       417,381    16.23 - 21.67       7,500,142     
                                 2010       465,332    16.01 - 21.48       8,285,648     
                                 2009       481,022    12.16 - 16.06       6,406,764     

MSF Van Eck Global Natural       2013     6,278,667    16.43 - 17.17     106,449,499     
   Resources Sub-Account         2012     7,200,491    15.15 - 15.70     111,896,983     
   (Commenced 5/4/2009)          2011     6,910,683    15.07 - 15.51     106,332,935     
                                 2010     3,967,225    18.49 - 18.86      74,371,723     
                                 2009     1,195,095    14.65 - 14.80      17,635,926     

MSF Western Asset                2013    16,417,493    14.93 - 19.52     291,870,388     
   Management U.S. Government    2012    17,244,875    15.42 - 19.89     313,310,285     
   Sub-Account                   2011    16,038,241    15.32 - 19.49     285,529,978     
                                 2010    12,558,586    14.90 - 18.69     214,907,918     
                                 2009     8,573,371    14.46 - 17.89     140,925,866     

Neuberger Berman Genesis         2013           474            23.21          10,991     
   Sub-Account                   2012           474            17.11           8,101     
                                 2011           474            15.72           7,443     
                                 2010           571            15.16           8,663     
                                 2009           697            12.60           8,785     

Oppenheimer VA Core Bond         2013         1,493             5.79           8,646     
   Sub-Account                   2012         1,541             5.88           9,058     
                                 2011         1,878             5.41          10,150     
                                 2010         1,952             5.06           9,885     
                                 2009        12,533             4.61          57,756     

Oppenheimer VA Global            2013           443            10.15           4,492     
   Strategic Income Sub-Account  2012           443            10.30           4,562     
                                 2011           443             9.20           4,075     
                                 2010           443             9.25           4,097     
                                 2009         1,786             8.16          14,575     

Oppenheimer VA Main Street       2013        14,316             7.27         104,039     
   Sub-Account                   2012        14,959             5.59          83,663     
                                 2011        22,109             4.85         107,300     
                                 2010        24,227             4.92         119,249     
                                 2009        28,105             4.30         120,826     

Oppenheimer VA Main Street       2013     4,655,290    16.15 - 27.82     123,045,407     
   Small Cap Sub-Account         2012     5,041,901    11.62 - 19.97      96,092,155     
                                 2011     4,964,464     9.98 - 17.13      81,494,321     
                                 2010     4,127,208    10.35 - 17.72      70,331,777     
                                 2009     3,126,840     8.51 - 14.54      43,881,910     


                                                 FOR THE YEAR ENDED DECEMBER 31          
                                       --------------------------------------------------
                                       INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                          INCOME          LOWEST TO          LOWEST TO   
                                         RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                       -------------  ----------------  -----------------
                                                                                         
MSF T. Rowe Price Large          2013         --        0.89 - 2.35         26.10 - 37.93
   Growth Sub-Account            2012         --        1.50 - 1.90         16.43 - 16.90
                                 2011         --        1.50 - 1.90       (3.19) - (2.80)
                                 2010       0.07        1.50 - 1.90         14.55 - 15.01
                                 2009       0.32        1.50 - 1.90         40.35 - 40.91

MSF T. Rowe Price Small Cap      2013       0.22        0.89 - 2.15         41.11 - 43.27
   Growth Sub-Account            2012         --        0.89 - 2.15         13.43 - 15.14
                                 2011         --        0.89 - 2.15         (0.70) - 0.87
                                 2010         --        0.89 - 2.30         31.60 - 33.71
                                 2009       0.12        0.89 - 2.30         35.49 - 37.73

MSF Van Eck Global Natural       2013       0.66        1.30 - 2.15           8.40 - 9.32
   Resources Sub-Account         2012         --        1.30 - 2.15           0.38 - 1.25
   (Commenced 5/4/2009)          2011       1.10        1.30 - 2.20     (18.49) - (17.75)
                                 2010       0.25        1.30 - 2.20         26.22 - 27.36
                                 2009         --        1.30 - 2.20         35.00 - 35.82

MSF Western Asset                2013       1.95        0.95 - 2.35       (3.21) - (1.84)
   Management U.S. Government    2012       1.85        0.95 - 2.35           0.64 - 2.07
   Sub-Account                   2011       1.20        0.95 - 2.35           2.83 - 4.28
                                 2010       2.24        0.95 - 2.35           3.04 - 4.50
                                 2009       4.06        0.95 - 2.35           1.67 - 3.10

Neuberger Berman Genesis         2013       0.32               0.89                 35.68
   Sub-Account                   2012       0.21               0.89                  8.84
                                 2011       0.84               0.89                  3.67
                                 2010         --               0.89                 20.30
                                 2009         --               0.89                 25.13

Oppenheimer VA Core Bond         2013       5.14               1.40                (1.49)
   Sub-Account                   2012       4.67               1.40                  8.75
                                 2011       5.76               1.40                  6.77
                                 2010       4.81               1.40                  9.87
                                 2009         --               1.40                  8.09

Oppenheimer VA Global            2013       4.99               1.40                (1.52)
   Strategic Income Sub-Account  2012       5.95               1.40                 11.95
                                 2011       3.19               1.40                (0.55)
                                 2010      16.19               1.40                 13.38
                                 2009       0.53               1.40                 17.17

Oppenheimer VA Main Street       2013       1.10               1.40                 29.94
   Sub-Account                   2012       0.86               1.40                 15.24
                                 2011       1.27               1.40                (1.40)
                                 2010       1.11               1.40                 14.49
                                 2009       1.94               1.40                 26.52

Oppenheimer VA Main Street       2013       0.70        0.95 - 1.75         38.19 - 39.29
   Small Cap Sub-Account         2012       0.33        0.95 - 1.75         15.62 - 16.55
                                 2011       0.36        0.95 - 1.75       (4.07) - (3.30)
                                 2010       0.37        0.95 - 1.75         20.92 - 21.90
                                 2009       0.52        0.95 - 1.75         34.52 - 35.58

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)              

8.  FINANCIAL HIGHLIGHTS -- (CONTINUED)                                         

                                                        [Enlarge/Download Table]

                                                  AS OF DECEMBER 31                  
                                   ---------------------------------------------     
                                                    UNIT VALUE                       
                                                     LOWEST TO          NET          
                                       UNITS        HIGHEST ($)     ASSETS ($)       
                                   ------------  ---------------  --------------     
                                                                                     
Oppenheimer VA Money         2013           723             5.53           4,000     
   Sub-Account               2012        20,150             5.61         112,965     
                             2011        20,177             5.69         114,709     
                             2010        20,177             5.76         116,310     
                             2009        20,177             5.84         117,917     

Pioneer VCT Disciplined      2013       170,657    11.41 - 12.04       2,003,137     
   Value Sub-Account         2012       229,721      9.05 - 9.48       2,136,823     
                             2011       238,409      8.34 - 8.68       2,036,161     
                             2010       243,744      8.83 - 9.11       2,192,843     
                             2009       223,412      8.19 - 8.44       1,867,892     

Pioneer VCT Emerging         2013        46,688    14.71 - 16.31         721,583     
   Markets Sub-Account       2012        49,333    15.34 - 16.87         791,020     
                             2011        48,427    14.01 - 15.29         705,700     
                             2010        62,764    18.70 - 20.26       1,212,537     
                             2009        60,035    16.18 - 17.74       1,020,914     

Pioneer VCT Equity Income    2013        22,692    27.19 - 30.29         637,874     
   Sub-Account               2012        24,722    21.52 - 23.79         548,970     
                             2011        17,862    19.96 - 21.90         371,272     
                             2010        18,868    19.24 - 20.95         375,754     
                             2009        20,833    16.12 - 17.79         354,460     

Pioneer VCT Ibbotson Growth  2013     1,114,977    18.19 - 19.45      20,842,468     
   Allocation Sub-Account    2012     1,199,751    15.56 - 16.51      19,107,227     
                             2011     1,225,572    14.18 - 14.93      17,736,364     
                             2010     1,275,136    14.95 - 15.62      19,386,421     
                             2009     1,257,274    13.28 - 13.78      16,934,322     

Pioneer VCT Ibbotson         2013     1,660,240    17.16 - 18.76      30,201,063     
   Moderation Allocation     2012     1,789,015    15.09 - 16.33      28,441,628     
   Sub-Account               2011     1,795,010    13.82 - 14.81      25,968,930     
                             2010     1,833,743    14.43 - 15.31      27,517,066     
                             2009     1,818,031    12.95 - 13.60      24,317,338     

Pioneer VCT Mid Cap Value    2013     1,719,853    37.64 - 45.45      71,900,042     
   Sub-Account               2012     1,769,793    28.91 - 34.56      56,444,927     
                             2011     1,688,831    26.60 - 31.48      49,145,077     
                             2010     1,493,349    28.81 - 33.76      46,621,818     
                             2009     1,309,529    24.92 - 28.91      35,037,503     

Pioneer VCT Real Estate      2013        11,399    21.20 - 23.46         252,653     
   Shares Sub-Account        2012        10,700    21.29 - 23.38         237,514     
                             2011        12,968    18.70 - 20.38         251,847     
                             2010        12,983    17.38 - 18.80         234,208     
                             2009        16,034    13.78 - 14.80         228,918     

T. Rowe Price Growth Stock   2013        62,571           133.27       8,339,192     
   Sub-Account               2012        66,302            96.60       6,404,585     
                             2011        73,401            81.96       6,015,937     
                             2010        85,875            83.50       7,170,858     
                             2009        97,059            72.05       6,993,261     


                                             FOR THE YEAR ENDED DECEMBER 31          
                                   --------------------------------------------------
                                   INVESTMENT(1)  EXPENSE RATIO(2)    TOTAL RETURN(3)
                                      INCOME          LOWEST TO          LOWEST TO   
                                     RATIO (%)       HIGHEST (%)        HIGHEST (%)  
                                   -------------  ----------------  -----------------
                                                                                     
Oppenheimer VA Money         2013       0.01               1.40                (1.38)
   Sub-Account               2012       0.01               1.40                (1.39)
                             2011       0.01               1.40                (1.37)
                             2010       0.03               1.40                (1.37)
                             2009       0.35               1.40                (1.07)

Pioneer VCT Disciplined      2013       1.59        1.20 - 1.95         26.11 - 27.06
   Value Sub-Account         2012       0.98        1.20 - 1.95           8.45 - 9.27
                             2011       0.72        1.20 - 1.95       (5.53) - (4.82)
                             2010       0.58        1.20 - 1.95           7.15 - 7.96
                             2009       0.70        1.20 - 2.15         13.26 - 14.34

Pioneer VCT Emerging         2013       0.92        1.20 - 1.95       (4.08) - (3.36)
   Markets Sub-Account       2012       0.21        1.20 - 1.95          9.49 - 10.32
                             2011         --        1.20 - 1.95     (25.09) - (24.53)
                             2010       0.32        1.20 - 1.95         13.38 - 14.23
                             2009       0.63        1.20 - 2.15         70.32 - 71.96

Pioneer VCT Equity Income    2013       2.29        1.20 - 1.95         26.35 - 27.30
   Sub-Account               2012       3.87        1.20 - 1.95           7.83 - 8.65
                             2011       2.00        1.20 - 1.95           3.73 - 4.51
                             2010       2.07        1.20 - 1.95         16.93 - 17.81
                             2009       3.38        1.20 - 2.15         11.47 - 12.53

Pioneer VCT Ibbotson Growth  2013       1.76        1.20 - 1.95         16.95 - 17.83
   Allocation Sub-Account    2012       1.76        1.20 - 1.95          9.72 - 10.55
                             2011       1.94        1.20 - 1.95       (5.14) - (4.42)
                             2010       1.88        1.20 - 1.95         12.55 - 13.39
                             2009       2.87        1.20 - 1.95         30.11 - 31.09

Pioneer VCT Ibbotson         2013       2.31        1.20 - 2.20         13.71 - 14.85
   Moderation Allocation     2012       2.47        1.20 - 2.20          9.14 - 10.25
   Sub-Account               2011       2.49        1.20 - 2.20       (4.21) - (3.25)
                             2010       2.53        1.20 - 2.20         11.44 - 12.56
                             2009       3.10        1.20 - 2.20         28.59 - 29.89

Pioneer VCT Mid Cap Value    2013       0.74        0.95 - 1.95         30.19 - 31.50
   Sub-Account               2012       0.84        0.95 - 1.95           8.67 - 9.77
                             2011       0.64        0.95 - 1.95       (7.66) - (6.73)
                             2010       0.87        0.95 - 1.95         15.62 - 16.78
                             2009       1.29        0.95 - 1.95         22.85 - 24.08

Pioneer VCT Real Estate      2013       2.16        1.20 - 1.95         (0.42) - 0.33
   Shares Sub-Account        2012       2.11        1.20 - 1.95         13.84 - 14.70
                             2011       2.24        1.20 - 1.95           7.64 - 8.45
                             2010       2.42        1.20 - 1.95         26.06 - 27.01
                             2009       4.81        1.20 - 1.95         29.02 - 29.98

T. Rowe Price Growth Stock   2013       0.04               0.89                 37.97
   Sub-Account               2012       0.18               0.89                 17.86
                             2011       0.02               0.89                (1.85)
                             2010       0.06               0.89                 15.89
                             2009       0.21               0.89                 41.98

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METLIFE INVESTORS USA SEPARATE ACCOUNT A              
OF METLIFE INVESTORS USA INSURANCE COMPANY              
NOTES TO THE FINANCIAL STATEMENTS -- (CONCLUDED)              

8.  FINANCIAL HIGHLIGHTS -- (CONCLUDED)                                         

                                                                [Download Table]

                                                 AS OF DECEMBER 31                  
                                   ---------------------------------------------    
                                                    UNIT VALUE                      
                                                     LOWEST TO          NET         
                                       UNITS        HIGHEST ($)     ASSETS ($)      
                                   ------------  ---------------  --------------    
                                                                                    
T. Rowe Price International  2013        41,360            15.85         655,401    
   Stock Sub-Account         2012        45,736            13.99         639,881    
                             2011        59,337            11.89         705,529    
                             2010        68,117            13.68         932,126    
                             2009        72,797            12.06         877,970    

T. Rowe Price Prime Reserve  2013        31,743            17.59         558,449    
   Sub-Account               2012        40,746            17.75         723,146    
                             2011        54,384            17.91         973,756    
                             2010        70,013            18.06       1,264,618    
                             2009        76,856            18.22       1,400,475    

UIF U.S. Real Estate         2013     2,531,191    27.80 - 60.27     100,974,977    
   Sub-Account               2012     2,343,331    27.76 - 59.62      90,757,950    
                             2011     2,367,197    24.43 - 51.96      76,564,905    
                             2010     2,327,750    23.50 - 49.52      68,963,648    
                             2009     2,542,094    18.43 - 38.47      56,466,102    


                                             FOR THE YEAR ENDED DECEMBER 31         
                                   -------------------------------------------------
                                   INVESTMENT(1)  EXPENSE RATIO(2)   TOTAL RETURN(3)
                                      INCOME          LOWEST TO         LOWEST TO   
                                     RATIO (%)       HIGHEST (%)       HIGHEST (%)  
                                   -------------  ----------------  ----------------
                                                                                    
T. Rowe Price International  2013       0.97               0.89                13.26
   Stock Sub-Account         2012       1.21               0.89                17.66
                             2011       1.20               0.89              (13.11)
                             2010       1.13               0.89                13.46
                             2009       2.49               0.89                50.86

T. Rowe Price Prime Reserve  2013       0.01               0.89               (0.87)
   Sub-Account               2012       0.01               0.89               (0.88)
                             2011       0.01               0.89               (0.87)
                             2010       0.01               0.89               (0.87)
                             2009       0.22               0.89               (0.70)

UIF U.S. Real Estate         2013       1.09        0.95 - 1.90          0.13 - 1.09
   Sub-Account               2012       0.85        0.95 - 1.90        13.65 - 14.74
                             2011       0.85        0.95 - 1.90          3.93 - 4.92
                             2010       2.15        0.95 - 1.90        27.52 - 28.73
                             2009       3.31        0.95 - 1.90        25.93 - 27.14

1 These amounts represent the dividends, excluding distributions of capital   
  gains, received by the Sub-Account from the underlying portfolio, series, or
fund, net of management fees assessed by the fund manager, divided by the 
 average net assets, regardless of share class, if any. These ratios exclude
those expenses, such as mortality and expense risk charges, that are      
assessed against contract owner accounts either through reductions in the 
unit values or the redemption of units. The investment income ratio is    
 calculated for each period indicated or from the effective date through the
end of the reporting period. The recognition of investment income by the  
  Sub-Account is affected by the timing of the declaration of dividends by the
underlying fund or portfolio in which the Sub-Account invests. The        
 investment income ratio is calculated as a weighted average ratio since the
Sub-Account may invest in two or more share classes, within the underlying
portfolio, series, or fund of the Trusts which may have unique investment 
income ratios.                                                            

2 These amounts represent annualized contract expenses of each of the         
 applicable Sub-Accounts, consisting primarily of mortality and expense risk
charges, for each period indicated. The ratios include only those expenses
that result in a direct reduction to unit values. Charges made directly to
 contract owner accounts through the redemption of units and expenses of the
underlying portfolio, series, or fund have been excluded.                 

3 These amounts represent the total return for the period indicated, including
changes in the value of the underlying portfolio, series, or fund, and    
 expenses assessed through the reduction of unit values. These ratios do not
include any expenses assessed through the redemption of units. The total  
return is calculated for each period indicated or from the effective date 
 through the end of the reporting period. The total return is presented as a
range of minimum to maximum returns, based on the minimum and maximum     
returns within each product grouping of the applicable Sub-Account.       

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MetLife Investors USA Insurance Company                                         

Consolidated Financial Statements                                               
As of December 31, 2013 and 2012 and for the Years Ended December 31, 2013,     
2012 and 2011 and Independent Auditors' Report                                  

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INDEPENDENT AUDITORS' REPORT  

To the Board of Directors and Stockholder of                                    
MetLife Investors USA Insurance Company:                                        

We have audited the accompanying consolidated financial statements of MetLife   
Investors USA Insurance Company and its subsidiaries (the "Company"), an        
indirect wholly-owned subsidiary of MetLife, Inc., which comprise the           
consolidated balance sheets as of December 31, 2013 and 2012, and the related   
consolidated statements of operations, comprehensive income (loss),             
stockholder's equity, and cash flows for each of the three years in the period  
ended December 31, 2013, and the related notes to the consolidated financial    
statements.                                                                     

Management's Responsibility for the Consolidated Financial Statements           

Management is responsible for the preparation and fair presentation of these    
consolidated financial statements in accordance with accounting principles      
generally accepted in the United States of America; this includes the design,   
implementation, and maintenance of internal control relevant to the preparation 
and fair presentation of consolidated financial statements that are free from   
material misstatement, whether due to fraud or error.                           

Auditors' Responsibility                                                        

Our responsibility is to express an opinion on these consolidated financial     
statements based on our audits. We conducted our audits in accordance with      
auditing standards generally accepted in the United States of America. Those    
standards require that we plan and perform the audit to obtain reasonable       
assurance about whether the consolidated financial statements are free from     
material misstatement.                                                          

An audit involves performing procedures to obtain audit evidence about the      
amounts and disclosures in the consolidated financial statements. The           
procedures selected depend on the auditor's judgment, including the assessment  
of the risks of material misstatement of the consolidated financial statements, 
whether due to fraud or error. In making those risk assessments, the auditor    
considers internal control relevant to the Company's preparation and fair       
presentation of the consolidated financial statements in order to design 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. Accordingly, we express no such opinion. An audit also includes        
evaluating the appropriateness of accounting policies used and the              
reasonableness of significant accounting estimates made by management, as well  
as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and           
appropriate to provide a basis for our audit opinion.                           

Opinion                                                                         

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of MetLife Investors   
USA Insurance Company and its subsidiaries as of December 31, 2013 and 2012,    
and the results of their operations and their cash flows for each of the three  
years in the period ended December 31, 2013, in accordance with accounting      
principles generally accepted in the United States of America.                  

Other Matter                                                                    

Results of the Company may not be indicative of those of a stand-alone entity,  
as the Company is a member of a controlled group of affiliated companies.       

/s/ DELOITTE & TOUCHE LLP                                                       

Certified Public Accountants                                                    
Philadelphia, Pennsylvania                                                      
April 8, 2014                                                                   

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Consolidated Balance Sheets 
December 31, 2013 and 2012  

(In millions, except share and per share data)  

                                                        [Enlarge/Download Table]

                                                                                    2013         2012    
                                                                                ------------ ------------
                                                                                                         
Assets                                                                                                   
Investments:                                                                                             
 Fixed maturity securities available-for-sale, at estimated fair value                                   
   (amortized cost: $10,757 and $9,987, respectively).......................... $     11,214 $     11,387
 Equity securities available-for-sale, at estimated fair value (cost: $113 and                           
   $33, respectively)..........................................................           99           34
 Mortgage loans (net of valuation allowances of $8 and $8, respectively).......        1,826        1,678
 Policy loans..................................................................          151          130
 Real estate and real estate joint ventures....................................          190          175
 Other limited partnership interests...........................................          799          650
 Short-term investments, at estimated fair value...............................          504          722
 Other invested assets.........................................................          524          560
                                                                                ------------ ------------
   Total investments...........................................................       15,307       15,336
Cash and cash equivalents......................................................          100          122
Accrued investment income......................................................          134          135
Premiums, reinsurance and other receivables....................................       12,468       14,492
Deferred policy acquisition costs..............................................        3,624        2,906
Current income tax recoverable.................................................          108          137
Other assets...................................................................          692          725
Separate account assets........................................................       81,745       70,876
                                                                                ------------ ------------
     Total assets.............................................................. $    114,178 $    104,729
                                                                                ============ ============
Liabilities and Stockholder's Equity                                                                     
Liabilities                                                                                              
Future policy benefits......................................................... $      5,415 $      4,402
Policyholder account balances..................................................       11,066       12,937
Other policy-related balances..................................................        2,649        2,607
Payables for collateral under securities loaned and other transactions.........        1,547        1,823
Long-term debt.................................................................           40           41
Deferred income tax liability..................................................        1,113        1.383
Other liabilities..............................................................        5,796        5,389
Separate account liabilities...................................................       81,745       70,876
                                                                                ------------ ------------
     Total liabilities.........................................................      109,371       99,458
                                                                                ------------ ------------
Contingencies, Commitments and Guarantees (Note 12)                                                      
Stockholder's Equity                                                                                     
Preferred stock, par value $1.00 per share; 200,000 shares authorized, issued                            
  and outstanding..............................................................           --           --
Common stock, par value $200.00 per share; 15,000 shares authorized;                                     
  11,000 shares issued and outstanding.........................................            2            2
Additional paid-in capital.....................................................        2,534        2,520
Retained earnings..............................................................        1,997        1,832
Accumulated other comprehensive income (loss)..................................          274          917
                                                                                ------------ ------------
     Total stockholder's equity................................................        4,807        5,271
                                                                                ------------ ------------
     Total liabilities and stockholder's equity................................ $    114,178 $    104,729
                                                                                ============ ============

See accompanying notes to the consolidated financial statements.  

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Consolidated Statements of Operations 
For the Years Ended December 31, 2013, 2012 and 2011  

(In millions) 

                                                        [Enlarge/Download Table]

                                                                  2013      2012      2011   
                                                                --------- --------- ---------
                                                                                             
Revenues                                                                                     
Premiums....................................................... $     333 $     428 $     647
Universal life and investment-type product policy fees.........     1,691     1,585     1,288
Net investment income..........................................       726       661       586
Other revenues.................................................       422       327       314
Net investment gains (losses):                                                               
 Other-than-temporary impairments on fixed maturity securities.       (3)       (4)        --
 Other-than-temporary impairments on fixed maturity securities                               
   transferred to other comprehensive income (loss)............        --         2       (2)
 Other net investment gains (losses)...........................         9        27       (5)
                                                                --------- --------- ---------
   Total net investment gains (losses).........................         6        25       (7)
 Net derivative gains (losses).................................   (1,005)     1,135       725
                                                                --------- --------- ---------
     Total revenues............................................     2,173     4,161     3,553
                                                                --------- --------- ---------
Expenses                                                                                     
Policyholder benefits and claims...............................       571       802       779
Interest credited to policyholder account balances.............       419       421       424
Other expenses.................................................     1,039     1,928     1,688
                                                                --------- --------- ---------
     Total expenses............................................     2,029     3,151     2,891
                                                                --------- --------- ---------
Income (loss) before provision for income tax..................       144     1,010       662
Provision for income tax expense (benefit).....................      (21)       296       175
                                                                --------- --------- ---------
Net income (loss).............................................. $     165 $     714 $     487
                                                                ========= ========= =========

See accompanying notes to the consolidated financial statements.  

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Consolidated Statements of Comprehensive Income (Loss)  
For the Years Ended December 31, 2013, 2012 and 2011  

(In millions) 

                                                        [Enlarge/Download Table]

                                                                        2013    2012     2011   
                                                                      -------- ------- ---------
                                                                                                
Net income (loss).................................................... $    165 $   714 $     487
Other comprehensive income (loss):                                                              
 Unrealized investment gains (losses), net of related offsets........    (853)     331       697
 Unrealized gains (losses) on derivatives............................    (138)      16       199
 Foreign currency translation adjustments............................        2     (1)       (1)
                                                                      -------- ------- ---------
Other comprehensive income (loss), before income tax.................    (989)     346       895
Income tax (expense) benefit related to items of other comprehensive                            
  income (loss)......................................................      346   (121)     (313)
                                                                      -------- ------- ---------
Other comprehensive income (loss), net of income tax.................    (643)     225       582
                                                                      -------- ------- ---------
Comprehensive income (loss).......................................... $  (478) $   939 $   1,069
                                                                      ======== ======= =========

See accompanying notes to the consolidated financial statements.  

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Consolidated Statements of Stockholder's Equity 
For the Years Ended December 31, 2013, 2012 and 2011  

(In millions) 

                                                        [Enlarge/Download Table]

                                                                       Accumulated Other Comprehensive Income (Loss)
                                                                       ---------------------------------------------
                                                                           Net                                      
                                                                       Unrealized                       Foreign     
                                              Additional               Investment     Other-Than-       Currency    
                          Preferred  Common    Paid-in      Retained      Gains        Temporary      Translation   
                           Stock     Stock     Capital     Earnings       (Losses)      Impairments     Adjustments 
                         ---------- -------- ------------ ------------ -----------   --------------  -------------- 
                                                                                                                    
Balance at December 31,                                                                                             
 2010 (1)............... $      --  $      2 $      2,520 $        631 $      113       $    (3)        $     --    
Net income (loss).......                                           487                                              
Other comprehensive                                                                                                 
 income (loss), net of                                                                                              
 income tax.............                                                      584            (1)             (1)    
                         ---------- -------- ------------ ------------ -----------   --------------  -------------- 
Balance at December 31,                                                                                             
 2011...................        --         2        2,520        1,118        697            (4)             (1)    
Net income (loss).......                                           714                                              
Other comprehensive                                                                                                 
 income (loss), net of                                                                                              
 income tax.............                                                      225              1             (1)    
                         ---------- -------- ------------ ------------ -----------   --------------  -------------- 
Balance at December 31,                                                                                             
 2012...................        --         2        2,520        1,832        922            (3)             (2)    
Capital contribution....                               14                                                           
Net income (loss).......                                           165                                              
Other comprehensive                                                                                                 
 income (loss), net of                                                                                              
 income tax.............                                                    (645)              1               1    
                         ---------- -------- ------------ ------------ -----------   --------------  -------------- 
Balance at December 31,                                                                                             
 2013................... $      --  $      2 $      2,534 $      1,997 $      277       $    (2)        $    (1)    
                         ========== ======== ============ ============ ===========   ==============  ============== 
                                                                [Download Table]


                             Total    
                         Stockholder's
                             Equity   
                         -------------
                                      
Balance at December 31,               
 2010 (1)............... $      3,263 
Net income (loss).......          487 
Other comprehensive                   
 income (loss), net of                
 income tax.............          582 
                         -------------
Balance at December 31,               
 2011...................        4,332 
Net income (loss).......          714 
Other comprehensive                   
 income (loss), net of                
 income tax.............          225 
                         -------------
Balance at December 31,               
 2012...................        5,271 
Capital contribution....           14 
Net income (loss).......          165 
Other comprehensive                   
 income (loss), net of                
 income tax.............        (643) 
                         -------------
Balance at December 31,               
 2013................... $      4,807 
                         =============

--------                                                                        

(1)Includes amounts related to prior period adjustments to Retained Earnings of 
($25) million. See Note 1.                                                

See accompanying notes to the consolidated financial statements.  

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Consolidated Statements of Cash Flows 
For the Years Ended December 31, 2013, 2012 and 2011  

(In millions) 

                                                        [Enlarge/Download Table]

                                                                                                      2013     2012     2011  
                                                                                                    -------- -------- --------
                                                                                                                              
Cash flows from operating activities                                                                                          
Net income (loss).................................................................................. $    165 $    714 $    487
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                            
  Depreciation and amortization expenses...........................................................       17       13       20
  Amortization of premiums and accretion of discounts associated with investments, net.............     (59)     (49)     (45)
  (Gains) losses on investments and derivatives, net...............................................      918  (1,222)    (826)
  (Income) loss from equity method investments, net of dividends or distributions..................     (34)     (24)      (2)
  Interest credited to policyholder account balances...............................................      419      421      424
  Universal life and investment-type product policy fees...........................................  (1,691)  (1,585)  (1,288)
  Change in accrued investment income..............................................................        7     (12)     (14)
  Change in premiums, reinsurance and other receivables............................................  (1,230)    (705)    (608)
  Change in deferred policy acquisition costs, net.................................................    (675)       41    (574)
  Change in income tax.............................................................................      105      328      160
  Change in other assets...........................................................................    1,637    1,417    1,058
  Change in insurance-related liabilities and policy-related balances..............................    1,123    1,469    1,299
  Change in other liabilities......................................................................      887      398      363
                                                                                                    -------- -------- --------
Net cash provided by (used in) operating activities................................................    1,589    1,204      454
                                                                                                    -------- -------- --------
Cash flows from investing activities                                                                                          
  Sales, maturities and repayments of:                                                                                        
   Fixed maturity securities.......................................................................    3,907    3,203    3,137
   Equity securities...............................................................................        9        3        5
   Mortgage loans..................................................................................      115       60       56
   Real estate and real estate joint ventures......................................................       27       --       --
   Other limited partnership interests.............................................................       50       68       93
  Purchases of:                                                                                                               
   Fixed maturity securities.......................................................................  (4,569)  (3,715)  (4,274)
   Equity securities...............................................................................     (82)     (31)      (5)
   Mortgage loans..................................................................................    (258)    (229)    (387)
   Real estate and real estate joint ventures......................................................     (69)    (145)      (1)
   Other limited partnership interests.............................................................    (171)    (162)    (164)
  Cash received in connection with freestanding derivatives........................................       29       57       22
  Cash paid in connection with freestanding derivatives............................................     (76)     (18)     (25)
  Issuances of loans to affiliates.................................................................    (125)       --    (125)
  Net change in policy loans.......................................................................     (21)     (28)     (38)
  Net change in short-term investments.............................................................      220       57    (666)
  Net change in other invested assets..............................................................     (13)        5       25
                                                                                                    -------- -------- --------
Net cash provided by (used in) investing activities................................................  (1,027)    (875)  (2,347)
                                                                                                    -------- -------- --------
Cash flows from financing activities                                                                                          
  Policyholder account balances:                                                                                              
   Deposits........................................................................................    1,616    2,621    4,984
   Withdrawals.....................................................................................  (1,914)  (3,191)  (3,647)
  Net change in payables for collateral under securities loaned and other transactions.............    (276)      151      426
  Long-term debt repaid............................................................................      (1)      (1)      (3)
  Financing element on certain derivative instruments..............................................      (9)      105        1
                                                                                                    -------- -------- --------
Net cash provided by (used in) financing activities................................................    (584)    (315)    1,761
                                                                                                    -------- -------- --------
Change in cash and cash equivalents................................................................     (22)       14    (132)
Cash and cash equivalents, beginning of year.......................................................      122      108      240
                                                                                                    -------- -------- --------
Cash and cash equivalents, end of year                                                              $    100 $    122 $    108
                                                                                                    ======== ======== ========
Supplemental disclosures of cash flow information:                                                                            
  Net cash paid (received) for:                                                                                               
   Interest........................................................................................ $      3 $      3 $      2
                                                                                                    ======== ======== ========
   Income tax...................................................................................... $  (131) $   (34) $     16
                                                                                                    ======== ======== ========
Non-cash transactions:                                                                                                        
  Real estate and real estate joint ventures acquired in satisfaction of debt...................... $     -- $      2 $     --
                                                                                                    ======== ======== ========

See accompanying notes to the consolidated financial statements.  

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements  

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies                                                                        

Business                                                                        

MetLife Investors USA Insurance Company ("MLI-USA") and its subsidiaries,   
(the "Company"), a Delaware domiciled life insurance company is a wholly-owned  
subsidiary of MetLife Insurance Company of Connecticut ("MICC"). MICC is a      
subsidiary of MetLife, Inc. ("MetLife"). The Company markets, administers and   
insures a broad range of term life, universal and variable life and variable    
and fixed annuity products.                                                     

In the second quarter of 2013, MetLife announced its plans to merge three   
U.S.-based life insurance companies and an offshore reinsurance subsidiary to   
create one larger U.S.-based and U.S.-regulated life insurance company (the     
"Mergers"). The companies to be merged consist of MICC, MLI-USA and MetLife     
Investors Insurance Company, each a U.S. insurance company that issues variable 
annuity products in addition to other products, and Exeter Reassurance Company, 
Ltd. ("Exeter"), a reinsurance company that mainly reinsures guarantees         
associated with variable annuity products. MICC, which is expected to be        
renamed and domiciled in Delaware, will be the surviving entity. Exeter,        
formerly a Cayman Islands company, was re-domesticated to Delaware in October   
2013. The Mergers are expected to occur in the fourth quarter of 2014, subject  
to regulatory approvals.                                                        

Basis of Presentation                                                           

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. In applying   
these policies and estimates, management makes subjective and complex judgments 
that frequently require assumptions about matters that are inherently           
uncertain. Many of these policies, estimates and related judgments are common   
in the insurance and financial services industries; others are specific to the  
Company's business and operations. Actual results could differ from estimates.  

Consolidation                                                                 

The accompanying consolidated financial statements include the accounts of
MetLife Investors USA Insurance Company and its subsidiary, as well as a      
partnership in which the Company has control. Intercompany accounts and       
transactions have been eliminated.                                            

  Since the Company is a member of a controlled group of affiliated companies,
its results may not be indicative of those of a stand-alone entity.           

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. The Company reports separately, as assets and liabilities,       
investments held in separate accounts and liabilities of the separate accounts
if:                                                                           

.  such separate accounts are legally recognized;                       
.  assets supporting the contract liabilities are legally insulated from
the Company's general account liabilities;                        

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

.  investments are directed by the contractholder; and                  
.  all investment performance, net of contract fees and assessments, is 
passed through to the contractholder.                             

The Company reports separate account assets at their fair value, which is 
based on the estimated fair values of the underlying assets comprising the    
individual separate account portfolios. 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 statements of   
operations.                                                                   

The Company's revenues reflect fees charged to the separate accounts,     
including mortality charges, risk charges, policy administration fees,        
investment management fees and surrender charges. Such fees are included in   
universal life and investment-type product policy fees in the statements of   
operations.                                                                   

Reclassifications                                                             

Certain amounts in the prior years' consolidated financial statements and 
related footnotes thereto have been reclassified to conform with the current  
year presentation as discussed throughout the Notes to the Consolidated       
Financial Statements.                                                         

Adjustments to Prior Periods                                                

During the fourth quarter of 2013, the Company determined certain prior   
period results should be adjusted to correct the following:                   

   .  Certain prior years' acquisition costs related to variable annuity sales
     were incorrectly allocated to an affiliate. Such costs, net of deferred
 policy acquisition costs ("DAC"), were $65 million, $78 million and
$62 million for 2012, 2011 and 2010, respectively.                
   .  A DAC recoverability write-off of $111 million associated with term life
   and universal life secondary guarantees business sold in 2012 was not
recorded as of December 31, 2012.                                 
.  The fair value of a bifurcated embedded derivative associated with a 
reinsurance agreement was overstated by $23 million for 2011.     
 .  Policyholder benefits and claims and other expenses were overstated in
    2012 by $6 million and $23 million, respectively, due to an adjustment
     in the modeling of dynamic lapses in certain variable annuity products.
.  Adjustments associated with data used in the modeling of certain     
variable annuity projected benefits in periods prior to 2012.     
 Previously, net derivative gains (losses) was over (understated) by
$82 million, ($47) million and ($35) million for the years ended  
     December 31, 2012 and 2011 and periods prior to 2011, respectively, and
   DAC amortization was over (understated) by $28 million, ($15) million
  and ($13) million for the years ended December 31, 2012 and 2011 and
periods prior to 2011, respectively.                              

  Management evaluated the materiality of these adjustments quantitatively and
qualitatively and concluded that they were not material to any prior periods' 
annual financial statements; however, unadjusted amounts as of December 31,   
2012 would have had a significant effect on the results of operations for 2013
if they were recorded in 2013. Accordingly, the Company has revised its       
previously reported financial statements for prior annual periods for the     
items listed above, including the related tax impacts, as detailed below.     

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

The impact of the adjustments is shown in the tables below:                 

                                                                [Download Table]

                                                 December 31, 2012 
                                                -------------------
                                                    As             
                                                Previously    As   
Consolidated Balance Sheets                      Reported  Adjusted
----------------------------------------------- ---------- --------
                                                   (In millions)   
                                                                   
Assets                                                             
   Premiums, reinsurance and other receivables.  $ 14,746  $ 14,492
   Deferred policy acquisition costs...........  $  2,945  $  2,906
   Other assets................................  $    721  $    725
   Total assets................................  $105,018  $104,729
Liabilities                                                        
   Future policy benefits......................  $  4,404  $  4,402
   Deferred income tax liability...............  $  1,484  $  1,383
   Total liabilities...........................  $ 99,561  $ 99,458
Stockholder's Equity                                               
   Retained earnings...........................  $  2,018  $  1,832
   Total stockholder's equity..................  $  5,457  $  5,271
   Total liabilities and stockholder's equity..  $105,018  $104,729

                                                        [Enlarge/Download Table]

                                                            December 31,              
                                               ---------------------------------------
                                                      2012                2011        
                                               ------------------- -------------------
                                                   As                  As             
                                               Previously    As    Previously    As   
Consolidated Statements of Operations           Reported  Adjusted  Reported  Adjusted
---------------------------------------------- ---------- -------- ---------- --------
                                                            (In millions)             
                                                                                      
Revenues                                                                              
   Net derivative gains (losses)..............   $1,194    $1,135    $  701    $  725 
   Total revenues.............................   $4,220    $4,161    $3,529    $3,553 
Expenses                                                                              
   Policyholder benefits and claims...........   $  808    $  802    $  779       N/A 
   Other expenses.............................   $1,803    $1,928    $1,595    $1,688 
   Total expenses.............................   $3,032    $3,151    $2,798    $2,891 
Income (loss) before provision for income tax.   $1,188    $1,010    $  731    $  662 
Provision for income tax expense (benefit)....   $  359    $  296    $  198    $  175 
Net income (loss).............................   $  829    $  714    $  533    $  487 

                                                        [Enlarge/Download Table]

                                                                     December 31,              
                                                        ---------------------------------------
                                                               2012                2011        
                                                        ------------------- -------------------
                                                            As                  As             
                                                        Previously    As    Previously    As   
Consolidated Statements of Comprehensive Income (Loss)   Reported  Adjusted  Reported  Adjusted
------------------------------------------------------  ---------- -------- ---------- --------
                                                                     (In millions)             
                                                                                               
             Net income (loss).........................   $  829     $714     $  533    $  487 
             Comprehensive income (loss)...............   $1,054     $939     $1,115    $1,069 

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

                                                                [Download Table]

                                                     As             
                                                 Previously    As   
Consolidated Statements of Stockholder's Equity   Reported  Adjusted
-----------------------------------------------  ---------- --------
                                                    (In millions)   
                                                                    
       Retained Earnings                                            
         Balance at December 31, 2010...........   $  656    $  631 
          Net income (loss).....................   $  533    $  487 
         Balance at December 31, 2011...........   $1,189    $1,118 
          Net income (loss).....................   $  829    $  714 
         Balance at December 31, 2012...........   $2,018    $1,832 
       Total Stockholder's Equity                                   
         Balance at December 31, 2010...........   $3,288    $3,263 
         Balance at December 31, 2011...........   $4,403    $4,332 
         Balance at December 31, 2012...........   $5,457    $5,271 

                                                        [Enlarge/Download Table]

                                                                             December 31,              
                                                                -------------------------------------- 
                                                                       2012                2011        
                                                                ------------------  ------------------ 
                                                                    As                  As             
                                                                Previously    As    Previously    As   
Consolidated Statements of Cash Flows                            Reported  Adjusted  Reported  Adjusted
--------------------------------------------------------------  ---------- -------- ---------- --------
                                                                             (In millions)             
                                                                                                       
Cash flows from operating activities                                                                   
   Net income (loss)...........................................  $   829   $   714    $  533    $ 487  
   (Gains) losses on investments and derivatives, net..........  $(1,281)  $(1,222)   $ (802)   $(826) 
   Change in premiums, reinsurance and other receivables.......  $  (756)  $  (705)   $ (710)   $(608) 
   Change in deferred policy acquisition costs, net............  $   (33)  $    41    $ (566)   $(574) 
   Change in income tax........................................  $   391   $   328    $  184    $ 160  
   Change in other assets......................................  $ 1,421   $ 1,417    $1,058      N/A  
   Change in insurance-related liabilities and policy-related                                          
     balances..................................................  $ 1,471   $ 1,469    $1,299      N/A  

Summary of Significant Accounting Policies                                      

The following are the Company's significant accounting policies with        
references to notes providing additional information on such policies and       
critical accounting estimates relating to such policies.                        

                                                                [Download Table]
                                                                            
----------------------------------------------------------------------------
Accounting Policy                                                       Note
----------------------------------------------------------------------------
Insurance                                                                2  
----------------------------------------------------------------------------
Deferred Policy Acquisition Costs and Other Policy-Related Intangibles   3  
----------------------------------------------------------------------------
Reinsurance                                                              4  
----------------------------------------------------------------------------
Investments                                                              5  
----------------------------------------------------------------------------
Derivatives                                                              6  
----------------------------------------------------------------------------
Fair Value                                                               7  
----------------------------------------------------------------------------
Income Tax                                                               11 
----------------------------------------------------------------------------
Litigation Contingencies                                                 12 
----------------------------------------------------------------------------

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Insurance                                                                     

Future Policy Benefit Liabilities and Policyholder Account Balances         

The Company establishes liabilities for amounts payable under insurance 
policies. Generally, amounts are payable over an extended period of time and
related liabilities are calculated as the present value of future expected  
 benefits to be paid reduced by the present value of future expected premiums.
Such liabilities are established based on methods and underlying assumptions
in accordance with GAAP and applicable actuarial standards. Principal       
assumptions used in the establishment of liabilities for future policy      
benefits are mortality, policy lapse, renewal, disability incidence,        
disability terminations, investment returns, inflation, expenses and other  
contingent events as appropriate to the respective product type. These      
 assumptions are established at the time the policy is issued and are intended
to estimate the experience for the period the policy benefits are payable.  
Utilizing these assumptions, liabilities are established on a block of      
business basis. For long duration insurance contracts, assumptions such as  
mortality and interest rates are "locked in" upon the issuance of new       
business. However, significant adverse changes in experience on such        
contracts may require the establishment of premium deficiency reserves. Such
reserves are determined based on the then current assumptions and do not    
include a provision for adverse deviation.                                  

Liabilities for universal and variable life secondary guarantees are    
determined by estimating the expected value of death benefits payable when  
the account balance is projected to be zero and recognizing those benefits  
 ratably over the accumulation period based on total expected assessments. The
assumptions used in estimating the secondary guarantee liabilities are      
consistent with those used for amortizing DAC, and are thus subject to the  
same variability and risk as further discussed herein. The assumptions of   
investment performance and volatility for variable products are consistent  
with historical experience of appropriate underlying equity indices, such as
the Standard & Poor's Ratings Services ("S&P") 500 Index. The benefits used 
 in calculating the liabilities are based on the average benefits payable over
a range of scenarios.                                                       

The Company regularly reviews its estimates of liabilities for future   
policy benefits and compares them with its actual experience. Differences   
result in changes to the liability balances with related charges or credits 
to benefit expenses in the period in which the changes occur.               

Policyholder account balances ("PABs") relate to contract or contract   
features where the Company has no significant insurance risk.               

The Company issues certain variable annuity products with guaranteed    
minimum benefits that provide the policyholder a minimum return based on    
their initial deposit (i.e., the benefit base) less withdrawals. These      
guarantees are accounted for as insurance liabilities or as embedded        
derivatives depending on how and when the benefit is paid. Specifically, a  
guarantee is accounted for as an embedded derivative if a guarantee is paid 
 without requiring (i) the occurrence of specific insurable event, or (ii) the
policyholder to annuitize. Alternatively, a guarantee is accounted for as an
insurance liability if the guarantee is paid only upon either (i) the       
occurrence of a specific insurable event, or (ii) annuitization. In certain 
cases, a guarantee may have elements of both an insurance liability and an  
embedded derivative and in such cases the guarantee is split and accounted  
for under both models.                                                      

   Guarantees accounted for as insurance liabilities in future policy benefits
include guaranteed minimum death benefits ("GMDBs"), the portion of         
guaranteed minimum income benefits ("GMIBs") that require annuitization, and
the life-contingent portion of guaranteed minimum withdrawal benefits       
("GMWBs").                                                                  

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Guarantees accounted for as embedded derivatives in PABs include the non
life-contingent portion of GMWBs, guaranteed minimum accumulation benefits  
("GMABs") and the portion of GMIBs that do not require annuitization. At    
 inception, the Company attributes to the embedded derivative a portion of the
projected future guarantee fees to be collected from the policyholder equal 
to the present value of projected future guaranteed benefits. Any additional
fees represent "excess" fees and are reported in universal life and         
investment-type product policy fees.                                        

Other Policy-Related Balances                                               

  Other policy-related balances include policy and contract claims, unearned
revenue liabilities and premiums received in advance.                       

  The liability for policy and contract claims generally relates to incurred
 but not reported death claims, as well as claims which have been reported but
not yet settled. The liability for these claims is based on the Company's   
 estimated ultimate cost of settling all claims. The Company derives estimates
for the development of incurred but not reported claims principally from    
analyses of historical patterns of claims by business line. The methods used
to determine these estimates are continually reviewed. Adjustments resulting
from this continuous review process and differences between estimates and   
payments for claims are recognized in policyholder benefits and claims      
  expense in the period in which the estimates are changed or payments are made.

The unearned revenue liability relates to universal life-type and       
investment-type products and represents policy charges for services to be   
provided in future periods. The charges are deferred as unearned revenue and
amortized using the product's estimated gross profits, similar to DAC as    
 discussed further herein. Such amortization is recorded in universal life and
investment-type product policy fees.                                        

  The Company accounts for the prepayment of premiums on its individual life
contracts as premiums received in advance and applies the cash received to  
premiums when due.                                                          

Recognition of Insurance Revenues and Deposits                              

Premiums related to traditional life and annuity policies with life     
contingencies are recognized as revenues when due from policyholders.       
 Policyholder benefits and expenses are provided to recognize profits over the
estimated lives of the insurance 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 earnings in a   
constant relationship to insurance in-force or, for annuities, the amount of
expected future policy benefit payments.                                    

Deposits related to universal life-type and investment-type products are
 credited to PABs. Revenues from such contracts consist of fees 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 earnings include interest credited
and benefit claims incurred in excess of related PABs.                      

   Premiums, policy fees, policyholder benefits and expenses are presented net
of reinsurance.                                                             

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Deferred Policy Acquisition Costs and Other Policy-Related Intangibles        

The Company incurs significant costs in connection with acquiring new and 
renewal insurance business. Costs that are related directly to the successful 
acquisition or renewal of insurance contracts are capitalized as DAC. Such    
costs include:                                                                

 .  incremental direct costs of contract acquisition, such as commissions;
  .  the portion of an employee's total compensation and benefits related to
    time spent selling, underwriting or processing the issuance of new and
      renewal insurance business only with respect to actual policies acquired
or renewed;                                                       
.  other essential direct costs that would not have been incurred had a 
policy not been acquired or renewed; and                          
  .  in limited circumstances, the costs of direct-response advertising, the
   primary purpose of which is to elicit sales to customers who could be
      shown to have responded specifically to the advertising and that results
in probable future benefits.                                      

All other acquisition-related costs, including those related to general   
advertising and solicitation, market research, agent training, product        
development, unsuccessful sales and underwriting efforts, as well as all      
indirect costs, are expensed as incurred.                                     

DAC is amortized as follows:                                              

----------------------------------------------------------------------------- 
Products:                              In proportion to the following over    
                                 estimated lives of the contracts:
----------------------------------------------------------------------------- 
.  Nonparticipating and                Historic actual and expected future    
non-dividend-paying traditional     gross premiums.                     
contracts (primarily term                                               
insurance)                                                              
----------------------------------------------------------------------------- 
.  Participating, dividend-paying      Actual and expected future gross       
traditional contracts               margins.                            
----------------------------------------------------------------------------- 
.  Fixed and variable universal life   Actual and expected future gross       
contracts                           profits.                            
.  Fixed and variable deferred                                                
annuity contracts                                                       
----------------------------------------------------------------------------- 

See Note 3 for additional information on DAC amortization.                

The recovery of DAC is dependent upon the future profitability of the     
related business.                                                             

  The Company generally has two different types of sales inducements which are
included in other assets: (i) the policyholder receives a bonus whereby the   
policyholder's initial account balance is increased by an amount equal to a   
specified percentage of the customer's deposit; and (ii) the policyholder     
receives a higher interest rate using a dollar cost averaging method than     
would have been received based on the normal general account interest rate    
credited. The Company defers sales inducements and amortizes them over the    
life of the policy using the same methodology and assumptions used to amortize
DAC. The amortization of sales inducements is included in policyholder        
benefits and claims. Each year, or more frequently if circumstances indicate a
potential recoverability issue exists, the Company reviews deferred sales     
inducements to determine the recoverability of the asset.                     

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Value of distribution agreements acquired ("VODA") is reported in other   
assets and represents the present value of expected future profits associated 
with the expected future business derived from the distribution agreements.   
The VODA associated with past business combinations contributed to the Company
by MetLife is amortized over useful lives ranging from 10 to 30 years and such
amortization is included in other expenses. Each year, or more frequently if  
circumstances indicate a possible impairment exists, the Company reviews VODA 
to determine whether the asset is impaired.                                   

Reinsurance                                                                   

For each of its reinsurance agreements, the Company determines whether the
agreement provides indemnification against loss or liability relating to      
insurance risk in accordance with applicable accounting standards. Cessions   
under reinsurance agreements do not discharge the Company's obligations as the
primary insurer. The Company reviews all contractual features, including those
that may limit the amount of insurance risk to which the reinsurer is subject 
or features that delay the timely reimbursement of claims.                    

For reinsurance of existing in-force blocks of long-duration contracts that 
transfer significant insurance risk, the difference, if any, between the        
amounts paid (received), and the liabilities ceded (assumed) related to the     
underlying contracts is considered the net cost of reinsurance at the inception 
of the reinsurance agreement. The net cost of reinsurance is recorded as an     
adjustment to DAC when there is a gain at inception on the ceding entity and to 
other liabilities when there is a loss at inception. The net cost of            
reinsurance is recognized as a component of other expenses when there is a gain 
at inception and as policyholder benefits and claims when there is a loss and   
is subsequently amortized on a basis consistent with the methodology used for   
amortizing DAC related to the underlying reinsured contracts. Subsequent        
amounts paid (received) on the reinsurance of in-force blocks, as well as       
amounts paid (received) related to new business, are recorded as ceded          
(assumed) premiums and ceded (assumed) premiums, reinsurance and other          
receivables (future policy benefits) are established.                           

Amounts currently recoverable under reinsurance agreements are included in
premiums, reinsurance and other receivables and amounts currently payable are 
included in other liabilities. Assets and liabilities relating to reinsurance 
agreements with the same reinsurer may be recorded net on the balance sheet,  
if a right of offset exists within the reinsurance agreement. In the event    
that reinsurers do not meet their obligations to the Company under the terms  
of the reinsurance agreements, reinsurance recoverable balances could become  
uncollectible. In such instances, reinsurance recoverable balances are stated 
net of allowances for uncollectible reinsurance.                              

The funds withheld liability represents amounts withheld by the Company in
accordance with the terms of the reinsurance agreements. The Company withholds
the funds rather than transferring the underlying investments and, as a       
result, records funds withheld liability within other liabilities. The Company
recognizes interest on funds withheld, included in other expenses, at rates   
defined by the terms of the agreement which may be contractually specified or 
directly related to the investment portfolio.                                 

 Premiums, fees and policyholder benefits and claims include amounts assumed
under reinsurance agreements and are net of reinsurance ceded. Amounts        
received from reinsurers for policy administration are reported in other      
revenues. With respect to GMIBs, a portion of the directly written GMIBs are  
accounted for as insurance liabilities, but the associated reinsurance        
agreements contain embedded derivatives. These embedded derivatives are       
included in premiums, reinsurance and other receivables with changes in       
estimated fair value reported in net derivative gains (losses).               

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

If the Company determines that a reinsurance agreement does not expose the
reinsurer to a reasonable possibility of a significant loss from insurance    
risk, the Company records the agreement using the deposit method of           
accounting. Deposits received are included in other liabilities and deposits  
made are included within premiums, reinsurance and other receivables. As      
amounts are paid or received, consistent with the underlying contracts, the   
deposit assets or liabilities are adjusted. Interest on such deposits is      
recorded as other revenues or other expenses, as appropriate. Periodically,   
the Company evaluates the adequacy of the expected payments or recoveries and 
adjusts the deposit asset or liability through other revenues or other        
expenses, as appropriate.                                                     

Investments                                                                   

Net Investment Income                                                       

Income on investments is reported within net investment income, unless  
otherwise stated herein.                                                    

Fixed Maturity and Equity Securities                                        

The Company's fixed maturity and equity securities are classified as    
available-for-sale ("AFS") and are reported at their estimated fair value.  
Unrealized investment gains and losses on these securities are recorded as a
separate component of other comprehensive income (loss) ("OCI"), net of     
policyholder-related amounts and deferred income taxes. All security        
transactions are recorded on a trade date basis. Investment gains and losses
on sales are determined on a specific identification basis.                 

Interest income on fixed maturity securities is recognized when earned  
 using an effective yield method giving effect to amortization of premiums and
 accretion of discounts. Prepayment fees are recognized when earned. Dividends
on equity securities are recognized when declared.                          

   The Company periodically evaluates fixed maturity and equity securities for
impairment. The assessment of whether impairments have occurred is based on 
management's case-by-case evaluation of the underlying reasons for the      
decline in estimated fair value, as well as an analysis of the gross        
unrealized losses by severity and/or age as described in Note 5 "--         
 Evaluation of AFS Securities for OTTI and Evaluating Temporarily Impaired AFS
Securities."                                                                

For fixed maturity securities in an unrealized loss position, an        
 other-than-temporary impairment ("OTTI") is recognized in earnings when it is
anticipated that the amortized cost will not be recovered. When either:     
(i) the Company has the intent to sell the security; or (ii) it is more     
 likely than not that the Company will be required to sell the security before
recovery, the OTTI recognized in earnings is the entire difference between  
the security's amortized cost and estimated fair value. If neither of these 
conditions exist, the difference between the amortized cost of the security 
 and the present value of projected future cash flows expected to be collected
is recognized as an OTTI in earnings ("credit loss"). If the estimated fair 
value is less than the present value of projected future cash flows expected
to be collected, this portion of OTTI related to other-than-credit factors  
("noncredit loss") is recorded in OCI.                                      

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

With respect to equity securities, the Company considers in its OTTI    
analysis its intent and ability to hold a particular equity security for a  
period of time sufficient to allow for the recovery of its estimated fair   
value to an amount equal to or greater than cost. If a sale decision is made
 for an equity security and recovery to an amount at least equal to cost prior
to the sale is not expected, the security will be deemed to be              
 other-than-temporarily impaired in the period that the sale decision was made
and an OTTI loss will be recorded in earnings. The OTTI loss recognized is  
the entire difference between the security's cost and its estimated fair    
value.                                                                      

Mortgage Loans                                                              

  The Company disaggregates its mortgage loan investments into two portfolio
segments: commercial and agricultural. The accounting policies that are     
applicable to all portfolio segments are presented below and the accounting 
policies related to each of the portfolio segments are included in Note 5.  

Mortgage loans are stated at unpaid principal balance, adjusted for any 
unamortized premium or discount, deferred fees or expenses, and are net of  
 valuation allowances. Interest income and prepayment fees are recognized when
earned. Interest income is recognized using an effective yield method giving
effect to amortization of premiums and accretion of discounts.              

Policy Loans                                                                

Policy loans are stated at unpaid principal balances. Interest income on
such loans is recorded as earned using the contractual interest rate.       
Generally, accrued interest is capitalized on the policy's anniversary date.
Valuation allowances are not established for policy loans, as they are fully
collateralized by the cash surrender value of the underlying insurance      
policies. Any unpaid principal or interest on the loan is deducted from the 
cash surrender value or the death benefit prior to settlement of the        
insurance policy.                                                           

Real Estate                                                                 

Real estate held-for-investment 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). Rental income
associated with such real estate is recognized on a straight-line basis over
the term of the respective leases. The Company periodically reviews its real
estate held-for-investment for impairment and tests for recoverability      
whenever events or changes in circumstances indicate the carrying value may 
not be recoverable and exceeds its estimated fair value. Properties whose   
carrying values are greater than their undiscounted cash flows are written  
down to their estimated fair value, which is generally computed using the   
 present value of expected future cash flows discounted at a rate commensurate
with the underlying risks.                                                  

   Real estate for which the Company commits to a plan to sell within one year
and actively markets in its current condition for a reasonable price in     
comparison to its estimated fair value is classified as held for sale. Real 
estate held-for-sale is stated at the lower of depreciated cost or estimated
fair value less expected disposition costs and is not depreciated.          

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Real Estate Joint Ventures and Other Limited Partnership Interests          

  The Company uses the equity method of accounting for investments in equity
 securities when it has significant influence or at least 20% interest and for
investments in real estate joint ventures and other limited partnership     
interests ("investees") when it has more than a minor ownership interest or 
 more than a minor influence over the investee's operations, but does not have
a controlling financial interest. The Company generally recognizes its share
of the investee's earnings on a three-month lag in instances where the      
investee's financial information is not sufficiently timely or when the     
investee's reporting period differs from the Company's reporting period.    

  The Company uses the cost method of accounting for investments in which it
has virtually no influence over the investee's operations. The Company      
recognizes distributions on cost method investments as earned or received.  
 Because of the nature and structure of these cost method investments, they do
not meet the characteristics of an equity security in accordance with       
applicable accounting standards.                                            

The Company routinely evaluates its equity method and cost method       
investments for impairment. For equity method investees, the Company        
considers financial and other information provided by the investee, other   
known information and inherent risks in the underlying investments, as well 
as future capital commitments, in determining whether an impairment has     
occurred. The Company considers its cost method investments for impairment  
when the carrying value of such investments exceeds the net asset value     
("NAV"). The Company takes into consideration the severity and duration of  
this excess when determining whether the cost method investment is impaired.

Short-term Investments                                                      

Short-term investments include securities and other investments with    
remaining maturities of one year or less, but greater than three months, at 
the time of purchase and are stated at estimated fair value or amortized    
cost, which approximates estimated fair value. Short-term investments also  
include investments in affiliated money market pools.                       

Other Invested Assets                                                       

Other invested assets consist of the following:                         

   .  Loans to affiliates are stated at unpaid principal balance, adjusted for
any unamortized premium or discount.                              
.  Freestanding derivatives with positive estimated fair values are     
described in "-- Derivatives" below.                              
   .  Tax credit and renewable energy partnerships derive their primary source
 of investment return in the form of income tax credits or other tax
  incentives. Where tax credits are guaranteed by a creditworthy third
      party, the investment is accounted for under the effective yield method.
 Otherwise, the investment is accounted for under the equity method.
.  Leveraged leases are recorded net of non-recourse debt. Income on    
leveraged leases is recognized by applying the leveraged lease's  
      estimated rate of return to the net investment in the lease. The Company
regularly reviews residual values for impairment.                 

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Securities Lending Program                                                  

   Securities lending transactions, whereby blocks of securities are loaned to
 third parties, primarily brokerage firms and commercial banks, are treated as
 financing arrangements and the associated liability is recorded at the amount
of cash received. The Company obtains collateral at the inception of the    
loan, usually cash, in an amount generally equal to 102% of the estimated   
 fair value of the securities loaned, and maintains it at a level greater than
or equal to 100% for the duration of the loan. The Company is liable to     
return to the counterparties the cash collateral received. Security         
collateral on deposit from counterparties in connection with the securities 
 lending transactions may not be sold or repledged, unless the counterparty is
in default, and is not reflected in the financial statements. The Company   
monitors the estimated fair value of the securities loaned on a daily basis 
and additional collateral is obtained as necessary. Income and expenses     
associated with securities lending transactions are reported as investment  
income and investment expense, respectively, within net investment income.  

Derivatives                                                                   

Freestanding Derivatives                                                    

   Freestanding derivatives are carried in the Company's balance sheets either
as assets within other invested assets or as liabilities within other       
liabilities at estimated fair value. The Company does not offset the fair   
value amounts recognized for derivatives executed with the same counterparty
under the same master netting agreement.                                    

   Accruals on derivatives are generally recorded in accrued investment income
or within other liabilities. However, accruals that are not scheduled to    
settle within one year are included with the derivatives carrying value in  
other invested assets or other liabilities.                                 

If a derivative is not designated as an accounting hedge or its use in  
 managing risk does not qualify for hedge accounting, changes in the estimated
fair value of the derivative are reported in net derivative gains (losses)  
except as follows:                                                          

------------------------------------------------------------------------------- 
Statement of Operations Presentation:    Derivative:                        
------------------------------------------------------------------------------- 
Net investment income                  .  Economic hedges of equity method  
                                     investments in joint ventures
------------------------------------------------------------------------------- 

Hedge Accounting                                                            

To qualify for hedge accounting, at the inception of the hedging        
relationship, the Company formally documents its risk management objective  
and strategy for undertaking the hedging transaction, as well as its        
designation of the hedge. Hedge designation and financial statement         
presentation of changes in estimated fair value of the hedging derivatives  
are as follows:                                                             

.  Fair value hedge (a hedge of the estimated fair value of a recognized
     asset or liability) - in net derivative gains (losses), consistent with
the change in fair value of the hedged item attributable to the   
designated risk being hedged.                                     

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

.  Cash flow hedge (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) - effectiveness in OCI (deferred gains or losses on
   the derivative are reclassified into the statement of operations when
     the Company's earnings are affected by the variability in cash flows of
 the hedged item); ineffectiveness in net derivative gains (losses).

The changes in estimated fair values of the hedging derivatives are     
exclusive of any accruals that are separately reported in the statement of  
operations within interest income or interest expense to match the location 
of the hedged item.                                                         

In its hedge 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  
that 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 at least quarterly throughout the life of the     
designated hedging relationship. Assessments of hedge effectiveness and     
measurements of ineffectiveness are also subject to interpretation and      
estimation and different interpretations or estimates may have a material   
effect on the amount reported in net income.                                

The Company discontinues hedge accounting prospectively when: (i) it is 
determined that the derivative is no longer highly effective in offsetting  
changes in the estimated fair value or cash flows of a hedged item; (ii) the
derivative expires, is sold, terminated, or exercised; (iii) it is no longer
probable that the hedged forecasted transaction will occur; or (iv) the     
derivative is de-designated as a hedging instrument.                        

When hedge accounting is discontinued because it is determined that the 
derivative is not highly effective in offsetting changes in the estimated   
fair value or cash flows of a hedged item, the derivative continues to be   
carried in the balance sheets at its estimated fair value, with changes in  
estimated fair value recognized in net derivative gains (losses). The       
 carrying value of the hedged recognized asset or liability under a fair value
hedge is no longer adjusted for changes in its estimated fair value due to  
the hedged risk, and the cumulative adjustment to its carrying value is     
amortized into income over the remaining life of the hedged item. Provided  
the hedged forecasted transaction is still probable of occurrence, the      
changes in estimated fair value of derivatives recorded in OCI related to   
discontinued cash flow hedges are released into the statements of operations
when the Company's earnings are affected by the variability in cash flows of
the hedged item.                                                            

   When hedge accounting is discontinued because it is no longer probable that
the forecasted transactions will occur on the anticipated date or within two
months of that date, the derivative continues to be carried in the balance  
sheets at its estimated fair value, with changes in estimated fair value    
recognized currently in net derivative gains (losses). Deferred gains and   
 losses of a derivative recorded in OCI pursuant to the discontinued cash flow
hedge of a forecasted transaction that is no longer probable are recognized 
immediately in net derivative gains (losses).                               

In all other situations in which hedge accounting is discontinued, the  
 derivative is carried at its estimated fair value in the balance sheets, with
changes in its estimated fair value recognized in the current period as net 
derivative gains (losses).                                                  

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Embedded Derivatives                                                        

  The Company sells variable annuities and issues certain insurance products
and investment contracts and is a party to certain reinsurance agreements   
 that have embedded derivatives. The Company assesses each identified embedded
 derivative to determine whether it is required to be bifurcated. The embedded
derivative is bifurcated from the host contract and accounted for as a      
freestanding derivative if:                                                 

.  the combined instrument is not accounted for in its entirety at fair   
value with changes in fair value recorded in earnings;              
 .  the terms of the embedded derivative are not clearly and closely related
to the economic characteristics of the host contract; and           
.  a separate instrument with the same terms as the embedded derivative   
would qualify as a derivative instrument.                           

Such embedded derivatives are carried in the balance sheets at estimated
fair value with the host contract and changes in their estimated fair value 
are generally reported in net derivative gains (losses). If the Company is  
 unable to properly identify and measure an embedded derivative for separation
from its host contract, the entire contract is carried on the balance sheet 
at estimated fair value, with changes in estimated fair value recognized in 
 the current period in net investment gains (losses) or net investment income.
Additionally, the Company may elect to carry an entire contract on the      
balance sheet at estimated fair value, with changes in estimated fair value 
recognized in the current period in net investment gains (losses) or net    
investment income if that contract contains an embedded derivative that     
requires bifurcation. At inception, the Company attributes to the embedded  
derivative a portion of the projected future guarantee fees to be collected 
from the policyholder equal to the present value of projected future        
guaranteed benefits. Any additional fees represent "excess" fees and are    
reported in universal life and investment-type product policy fees.         

Fair Value                                                                    

Fair value is defined as the price that would be received to sell an asset
or paid to transfer a liability (an exit price) in the principal or most      
advantageous market for the asset or liability in an orderly transaction      
between market participants on the measurement date. In most cases, the exit  
price and the transaction (or entry) price will be the same at initial        
recognition.                                                                  

Subsequent to initial recognition, fair values are based on unadjusted    
quoted prices for identical assets or liabilities in active markets that are  
readily and regularly obtainable. When such quoted prices are not available,  
fair values are based on quoted prices in markets that are not active, quoted 
prices for similar but not identical assets or liabilities, or other          
observable inputs. If these inputs are not available, or observable inputs are
not determinable, unobservable inputs and/or adjustments to observable inputs 
requiring management judgment are used to determine the estimated fair value  
of assets and liabilities.                                                    

Employee Benefit Plans                                                        

Pension, postretirement and postemployment benefits are provided to         
associates under plans sponsored and administered by MLIC, an affiliate of the  
Company. The Company's obligation and expense related to these benefits is      
limited to the amount of associated expense allocated from MLIC.                

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Income Tax                                                                    

MetLife Investors USA Insurance Company joined with MetLife and its       
includable subsidiaries in filing a consolidated U.S. life and non-life       
federal income tax return in accordance with the provisions of the Internal   
Revenue Code of 1986, as amended. Current taxes (and the benefits of tax      
attributes such as losses) are allocated to the Company under the consolidated
tax return regulations and a tax sharing agreement. Under the consolidated tax
return regulations, MetLife has elected the "percentage method" (and 100      
percent under such method) of reimbursing companies for tax attributes such as
losses. As a result, 100 percent of tax attributes such as losses are         
reimbursed by MetLife to the extent that consolidated federal income tax of   
the consolidated federal tax return group is reduced in a year by tax         
attributes such as losses. Profitable subsidiaries pay to MetLife each year   
the federal income tax which such profitable subsidiary would have paid that  
year based upon that year's taxable income. If the Company has current or     
prior deductions and credits (including but not limited to losses) which      
reduce the consolidated tax liability of the consolidated federal tax return  
group, the deductions and credits are characterized as realized (or           
realizable) by the Company when those tax attributes are realized (or         
realizable) by the consolidated federal tax return group, even if the Company 
would not have realized the attributes on a stand-alone basis under a "wait   
and see" method.                                                              

The Company's accounting for income taxes represents management's best    
estimate of various events and transactions.                                  

Deferred tax assets and liabilities resulting from temporary differences  
between the financial reporting and tax bases of assets and liabilities are   
measured at the balance sheet date using enacted tax rates expected to apply  
to taxable income in the years the temporary differences are expected to      
reverse.                                                                      

The realization of deferred tax assets depends upon the existence of      
sufficient taxable income within the carryback or carryforward periods under  
the tax law in the applicable tax jurisdiction. Valuation allowances are      
established when management determines, based on available information, that  
it is more likely than not that deferred income tax assets will not be        
realized. Factors in management's determination include the performance of the
business and its ability to generate capital gains. Significant judgment is   
required in determining whether valuation allowances should be established, as
well as the amount of such allowances. When making such determination,        
consideration is given to, among other things, the following:                 

.  future taxable income exclusive of reversing temporary differences and   
carryforwards;                                                        
.  future reversals of existing taxable temporary differences;              
.  taxable income in prior carryback years; and                             
.  tax planning strategies.                                                 

The Company may be required to change its provision for income taxes in   
certain circumstances. Examples of such circumstances include when estimates  
used in determining valuation allowances on deferred tax assets significantly 
change or when receipt of new information indicates the need for adjustment in
valuation allowances. Additionally, future events, such as changes in tax     
laws, tax regulations, or interpretations of such laws or regulations, could  
have an impact on the provision for income tax and the effective tax rate. Any
such changes could significantly affect the amounts reported in the financial 
statements in the year these changes occur.                                   

The Company determines whether it is more likely than not that a tax      
position will be sustained upon examination by the appropriate taxing         
authorities before any part of the benefit can be recorded in the financial   
statements. A tax position is measured at the largest amount of benefit that  
is greater than 50% likely of being                                           

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

realized upon settlement. Unrecognized tax benefits due to tax uncertainties  
that do not meet the threshold are included within other liabilities and are  
charged to earnings in the period that such determination is made.            

  The Company classifies interest recognized as interest expense and penalties
recognized as a component of income tax.                                      

Litigation Contingencies                                                      

The Company is a party to a number of legal actions and is involved in a  
number of regulatory investigations. Given the inherent unpredictability of   
these matters, it is difficult to estimate the impact on the Company's        
financial position. Liabilities are established when it is probable that a    
loss has been incurred and the amount of the loss can be reasonably estimated.
Legal costs are recognized as incurred. On an 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 financial statements.                                        

Other Accounting Policies                                                     

Cash and Cash Equivalents                                                   

The Company considers all highly liquid securities and other investments
purchased with an original or remaining maturity of three months or less at 
the date of purchase to be cash equivalents. Cash equivalents are stated at 
amortized cost, which approximates estimated fair value.                    

Computer Software                                                           

Computer software, which is included in other assets, is stated at cost,
less accumulated amortization. Purchased software costs, as well as certain 
internal and external costs incurred to develop internal-use computer       
software during the application development stage, are capitalized. Such    
 costs are amortized generally over a four-year period using the straight-line
 method. The cost basis of computer software was $122 million and $109 million
at December 31, 2013 and 2012, respectively. Accumulated amortization of    
 capitalized software was $35 million and $32 million at December 31, 2013 and
2012, respectively. Related amortization expense was $3 million, $2 million 
and $12 million for the years ended December 31, 2013, 2012 and 2011,       
respectively.                                                               

Other Revenues                                                              

Other revenues include fees on reinsurance financing agreements and     
advisory fees. Such fees are recognized in the period in which services are 
performed.                                                                  

Foreign Currency                                                            

 The results of foreign investments in other limited partnership interests
are recorded based on the functional currency of each investment. Net assets
of the foreign investments are translated from the functional currency to   
U.S. dollars at the exchange rates in effect at each year-end and the       
proportionate shares of net income from the foreign investments are         
translated at the average exchange rates during the year. The resulting     
translation adjustments are charged or credited directly to OCI, net of     
applicable taxes. Gains and losses from foreign currency transactions,      
including the effect of re-measurement of monetary assets and liabilities to
the appropriate functional currency, are reported as part of net investment 
gains (losses) in the period in which they occur.                           

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

Adoption of New Accounting Pronouncements                                       

Effective July 17, 2013, the Company adopted new guidance regarding         
derivatives that permits the Fed Funds Effective Swap Rate (or Overnight Index  
Swap Rate) to be used as a U.S. benchmark interest rate for hedge accounting    
purposes, in addition to the United States Treasury and London Interbank        
Offered Rate ("LIBOR"). Also, this new guidance removes the restriction on      
using different benchmark rates for similar hedges. The new guidance did not    
have a material impact on the financial statements upon adoption, but may       
impact the selection of benchmark interest rates for hedging relationships in   
the future.                                                                     

Effective January 1, 2013, the Company adopted new guidance regarding       
comprehensive income that requires an entity to provide information about the   
amounts reclassified out of accumulated OCI ("AOCI") by component. In addition, 
an entity is required to present, either on the face of the statement where net 
income is presented or in the notes, significant amounts reclassified out of    
AOCI by the respective line items of net income but only if the amount          
reclassified is required under GAAP to be reclassified to net income in its     
entirety in the same reporting period. For other amounts that are not required  
under GAAP to be reclassified in their entirety to net income, an entity is     
required to cross-reference to other disclosures required under GAAP that       
provide additional detail about those amounts. The adoption was prospectively   
applied and resulted in additional disclosures in Note 9.                       

 Effective January 1, 2013, the Company adopted new guidance regarding balance
sheet offsetting disclosures which requires an entity to disclose information   
about offsetting and related arrangements for derivatives, including bifurcated 
embedded derivatives, repurchase and reverse repurchase agreements, and         
securities borrowing and lending transactions, to enable users of its financial 
statements to understand the effects of those arrangements on its financial     
position. Entities are required to disclose both gross information and net      
information about both instruments and transactions eligible for offset in the  
statement of financial position and instruments and transactions subject to an  
agreement similar to a master netting arrangement. The adoption was             
retrospectively applied and resulted in additional disclosures related to       
derivatives in Note 6.                                                          

 On January 1, 2012, the Company adopted new guidance regarding accounting for
DAC, which was retrospectively applied. The guidance specifies that only costs  
related directly to successful acquisition of new or renewal contracts can be   
capitalized as DAC; all other acquisition-related costs must be expensed as     
incurred. As a result, certain sales manager compensation and administrative    
costs previously capitalized by the Company will no longer be deferred.         

On January 1, 2012, the Company adopted new guidance regarding comprehensive
income, which was retrospectively applied, that provides companies with the     
option to present the total of comprehensive income, components of net income,  
and the components of OCI either in a single continuous statement of            
comprehensive income or in two separate but consecutive statements in annual    
financial statements. The standard eliminates the option to present components  
of OCI as part of the statement of changes in stockholder's equity. The Company 
adopted the two-statement approach for annual financial statements.             

Effective January 1, 2012, the Company adopted new guidance regarding fair  
value measurements that establishes common requirements for measuring fair      
value and for disclosing information about fair value measurements in           
accordance with GAAP and International Financial Reporting Standards. Some of   
the amendments clarify the Financial Accounting Standards Board's ("FASB")      
intent on the application of existing                                           

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

1. Business, Basis of Presentation and Summary of Significant Accounting        
Policies (continued)                                                            

fair value measurement requirements. Other amendments change a particular       
principle or requirement for measuring fair value or for disclosing information 
about fair value measurements. The adoption did not have a material impact on   
the Company's financial statements other than the expanded disclosures in Note  
7.                                                                              

Future Adoption of New Accounting Pronouncements                                

In February 2013, the FASB issued new guidance regarding liabilities        
(Accounting Standards Update 2013-04, Liabilities (Topic 405): Obligations      
Resulting from Joint and Several Liability Arrangements for Which the Total     
Amount of the Obligation Is Fixed at the Reporting Date), effective             
retrospectively for fiscal years beginning after December 15, 2013 and interim  
periods within those years. The amendments require an entity to measure         
obligations resulting from joint and several liability arrangements for which   
the total amount of the obligation within the scope of the guidance is fixed at 
the reporting date, as the sum of the amount the reporting entity agreed to pay 
on the basis of its arrangement among its co-obligors and any additional amount 
the reporting entity expects to pay on behalf of its co-obligors. In addition,  
the amendments require an entity to disclose the nature and amount of the       
obligation, as well as other information about the obligation. The Company does 
not expect the adoption of this new guidance to have a material impact on its   
financial statements.                                                           

2. Insurance                                                                    

Insurance Liabilities                                                           

Future policy benefits are measured as follows:                             

Product Type:                      Measurement Assumptions:               
------------------------------------------------------------------------- 
Participating life                 Aggregate of net level premium         
                            reserves for death and endowment
                             policy benefits (calculated based
                                 upon the non-forfeiture interest rate
                                 of 4%, and mortality rates guaranteed
                             in calculating the cash surrender
                                values described in such contracts).
------------------------------------------------------------------------- 
Nonparticipating life              Aggregate of the present value of      
                                expected future benefit payments and
                             related expenses less the present
                        value of expected future net
                                 premiums. Assumptions as to mortality
                              and persistency are based upon the
                               Company's experience when the basis
                            of the liability is established.
                             Interest rate assumptions for the
                           aggregate future policy benefit
                            liabilities range from 3% to 7%.
------------------------------------------------------------------------- 
Traditional fixed annuities after  Present value of expected future       
annuitization                      payments. Interest rate assumptions    
                                 used in establishing such liabilities
                range from 4% to 8%.

Participating business represented 3% and 2% of the Company's life insurance
in-force at December 31, 2013 and 2012, respectively. Participating policies    
represented 35%, 27% and 12% of gross life insurance premiums for the years     
ended December 31, 2013, 2012 and 2011, respectively.                           

PABs are equal to: (i) policy account values, which consist of an           
accumulation of gross premium payments; and (ii) credited interest, ranging     
from 1% to 8%, less expenses, mortality charges and withdrawals.                

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

2. Insurance (continued)                                                        

Guarantees                                                                      

The Company issues variable annuity products with guaranteed minimum        
benefits. The non-life contingent portion of GMWBs and the portion of certain   
GMIBs that does not require annuitization are accounted for as embedded         
derivatives in PABs and are further discussed in Note 6. Guarantees accounted   
for as insurance liabilities include:                                           

Guarantee:                               Measurement Assumptions:             
------------------------------------------------------------------------------
GMDBs  .  A return of purchase        .  Present value of expected death      
        payment upon death even if     benefits in excess of the projected
    the account value is           account balance recognizing the
         reduced to zero.               excess ratably over the accumulation
                                        period based on the present value of
                               total expected assessments.
 .  An enhanced death benefit   .  Assumptions are consistent with
       may be available for an        those used for amortizing DAC, and
 additional fee.                are thus subject to the same
                         variability and risk.
                           .  Investment performance and
                              volatility assumptions are
                                  consistent with the historical
                                 experience of the appropriate
                                        underlying equity index, such as the
                  S&P 500 Index.
                                     .  Benefit assumptions are based on the
                                   average benefits payable over a
                       range of scenarios.
------------------------------------------------------------------------------
GMIBs  .  After a specified period    .  Present value of expected income     
        of time determined at the      benefits in excess of the projected
       time of issuance of the        account balance at any future date
         variable annuity contract,     of annuitization and recognizing the
         a minimum accumulation of      excess ratably over the accumulation
     purchase payments, even if     period based on present value of
the account value is           total expected assessments.
reduced to zero, that can                                 
be annuitized to receive a                                
monthly income stream that                                
is not less than a                                        
specified amount.                                         
 .  Certain contracts also      .  Assumptions are consistent with
   provide for a guaranteed       those used for estimating GMDB
lump sum return of             liabilities.               
purchase premium in lieu                                  
of the annuitization                                      
benefit.                                                  
                            .  Calculation incorporates an
                                        assumption for the percentage of the
                                        potential annuitizations that may be
                                  elected by the contractholder.
------------------------------------------------------------------------------
GMWBs  .  A return of purchase        .  Expected value of the life           
     payment via partial            contingent payments and expected
  withdrawals, even if the       assessments using assumptions
   account value is reduced       consistent with those used for
     to zero, provided that         estimating the GMDB liabilities.
cumulative withdrawals in                                 
a contract year do not                                    
exceed a certain limit.                                   

.  Certain contracts include                                    
guaranteed withdrawals                                    
that are life contingent.                                 

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

2. Insurance (continued)                                                        

Information regarding the liabilities for guarantees (excluding base policy 
liabilities and embedded derivatives) relating to annuity and universal and     
variable life contracts was as follows:                                         

                                                                [Download Table]

                                                Universal and Variable        
                              Annuity Contracts     Life Contracts            
                              ----------------- ----------------------        
                                                      Secondary               
                                GMDBs    GMIBs        Guarantees         Total
                              -------  -------  ---------------------- -------
                                              (In millions)                   
                                                                              
Direct                                                                        
Balance at January 1, 2011...   $  73     $281                  $  470  $  824
Incurred guaranteed benefits.      77      128                     139     344
Paid guaranteed benefits.....    (18)       --                      --    (18)
                              -------  -------  ---------------------- -------
Balance at December 31, 2011.     132      409                     609   1,150
Incurred guaranteed benefits.     102      402                     269     773
Paid guaranteed benefits.....    (21)       --                      --    (21)
                              -------  -------  ---------------------- -------
Balance at December 31, 2012.     213      811                     878   1,902
Incurred guaranteed benefits.     144      127                     312     583
Paid guaranteed benefits.....    (13)       --                      --    (13)
                              -------  -------  ---------------------- -------
Balance at December 31, 2013.   $ 344     $938                  $1,190  $2,472
                              =======  =======  ====================== =======
Ceded                                                                         
Balance at January 1, 2011...   $  73     $ 97                  $  334  $  504
Incurred guaranteed benefits.      77       44                     123     244
Paid guaranteed benefits.....    (18)       --                      --    (18)
                              -------  -------  ---------------------- -------
Balance at December 31, 2011.     132      141                     457     730
Incurred guaranteed benefits.     102      140                     224     466
Paid guaranteed benefits.....    (21)       --                      --    (21)
                              -------  -------  ---------------------- -------
Balance at December 31, 2012.     213      281                     681   1,175
Incurred guaranteed benefits.     144       44                     260     448
Paid guaranteed benefits.....    (13)       --                      --    (13)
                              -------  -------  ---------------------- -------
Balance at December 31, 2013.   $ 344     $325                  $  941  $1,610
                              =======  =======  ====================== =======
Net                                                                           
Balance at January 1, 2011...   $  --     $184                  $  136  $  320
Incurred guaranteed benefits.      --       84                      16     100
Paid guaranteed benefits.....      --       --                      --      --
                              -------  -------  ---------------------- -------
Balance at December 31, 2011.      --      268                     152     420
Incurred guaranteed benefits.      --      262                      45     307
Paid guaranteed benefits.....      --       --                      --      --
                              -------  -------  ---------------------- -------
Balance at December 31, 2012.      --      530                     197     727
Incurred guaranteed benefits.      --       83                      52     135
Paid guaranteed benefits.....      --       --                      --      --
                              -------  -------  ---------------------- -------
Balance at December 31, 2013.   $  --     $613                  $  249  $  862
                              =======  =======  ====================== =======

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

2. Insurance (continued)                                                        

Account balances of contracts with insurance guarantees were invested in    
separate account asset classes as follows at:                                   

                                                                [Download Table]

                    December 31,    
                 -------------------
                   2013      2012   
                 --------- ---------
                    (In millions)   
                                    
Fund Groupings:                     
Balanced........ $  39,626 $  35,569
Equity..........    36,676    29,557
Bond............     3,407     3,749
Money Market....       448       527
                 --------- ---------
 Total.......... $  80,157 $  69,402
                 ========= =========

Based on the type of guarantee, the Company defines net amount at risk      
("NAR") as listed below.                                                        

Variable Annuity Guarantees                                                   

In the Event of Death                                                       

 Defined as the death benefit less the total contract account value, as of
the balance sheet date. It represents the amount of the claim that the      
Company would incur if death claims were filed on all contracts on the      
balance sheet date and includes any additional contractual claims associated
  with riders purchased to assist with covering income taxes payable upon death.

At Annuitization                                                            

Defined as the amount (if any) that would be required to be added to the
total contract account value to purchase a lifetime income stream, based on 
current annuity rates, equal to the minimum amount provided under the       
guaranteed benefit. This amount represents the Company's potential economic 
exposure to such guarantees in the event all contractholders were to        
annuitize on the balance sheet date, even though the contracts contain terms
that allow annuitization of the guaranteed amount only after the 10th       
anniversary of the contract, which not all contractholders have achieved.   

Universal and Variable Life Contracts                                         

Defined as the guarantee amount less the account value, as of the balance 
sheet date. It represents the amount of the claim that the Company would incur
if death claims were filed on all contracts on the balance sheet date.        

 The amounts in the table below include direct business, but exclude offsets
from hedging or reinsurance, if any. See Note 4 for a discussion of certain   
living and death benefit guarantees which have been reinsured. Therefore, the 
NARs presented below reflect the economic exposures of living and death       
benefit guarantees associated with variable annuities, but not necessarily    
their impact on the Company.                                                  

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

2. Insurance (continued)                                                        

 Information regarding the types of guarantees relating to annuity contracts
and universal and variable life contracts was as follows at:                  

                                                        [Enlarge/Download Table]

                                                               December 31,                       
                                         ---------------------------------------------------------
                                                     2013                         2012            
                                         ---------------------------- ----------------------------
                                             In the          At           In the          At      
                                         Event of Death Annuitization Event of Death Annuitization
                                         -------------- ------------- -------------- -------------
                                                               (In millions)                      
                                                                                                  
Annuity Contracts (1)                                                                             
Variable Annuity Guarantees                                                                       
Total contract account value............  $    84,964    $    57,041   $    74,156    $    51,411 
Separate account value..................  $    82,428    $    55,805   $    71,446    $    49,778 
Net amount at risk......................  $     1,324    $       562   $     1,976    $     2,316 
Average attained age of contractholders.     65 years       64 years      64 years       63 years 

                                                                [Download Table]

                                                   December 31,      
                                              -----------------------
                                                 2013        2012    
                                              ----------- -----------
                                               Secondary Guarantees  
                                              -----------------------
                                                   (In millions)     
                                                                     
Universal and Variable Life Contracts (1)                            
Account value (general and separate account). $     4,207 $     3,659
Net amount at risk........................... $    71,699 $    65,938
Average attained age of policyholders........    56 years    56 years

--------                                                                        

(1)The Company's annuity and life contracts with guarantees may offer more than 
 one type of guarantee in each contract. Therefore, the amounts listed above
may not be mutually exclusive.                                            

Obligations Under Funding Agreements                                            

MLI-USA is a member of the Federal Home Loan Bank ("FHLB") of Pittsburgh.   
Holdings of the FHLB of Pittsburgh common stock, included in equity securities, 
were as follows at:                                                             

                                                                [Download Table]

                    December 31, 
                    ------------ 
                    2013    2012 
                    ----    ---- 
                    (In millions)
                                 
FHLB of Pittsburgh.  $20     $11 

The Company has also entered into funding agreements with the FHLB of       
Pittsburgh. The liability for such funding agreements is included in PABs.      
Information related to such funding agreements was as follows at:               

                                                                [Download Table]

                            Liability        Collateral    
                        ----------------- -----------------
                                   December 31,            
                        -----------------------------------
                            2013     2012     2013     2012
                        -------- -------- -------- --------
                                   (In millions)           
                                                           
FHLB of Pittsburgh (1).     $200      $-- $602 (2) $595 (2)

--------                                                                        

(1)Represents funding agreements issued to the FHLB of Pittsburgh in exchange   
for cash and for which the FHLB of Pittsburgh has been granted a lien on  
certain assets, some of which are in the custody of the FHLB              

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

2. Insurance (continued)                                                        

  of Pittsburgh, including residential mortgage-backed securities ("RMBS"), to
collateralize obligations under advances evidenced by funding agreements. 
The Company is permitted to withdraw any portion of the collateral in the 
custody of the FHLB of Pittsburgh as long as there is no event of default 
and the remaining qualified collateral is sufficient to satisfy the       
 collateral maintenance level. Upon any event of default by the Company, the
 FHLB of Pittsburgh's recovery on the collateral is limited to the amount of
the Company's liability to the FHLB of Pittsburgh.                        

(2)Advances are collateralized by mortgage-backed securities. The amount of     
collateral presented is at estimated fair value.                          

Separate Accounts                                                               

Separate account assets and liabilities primarily include pass-through      
separate accounts totaling $81.6 billion and $70.7 billion at December 31, 2013 
and 2012, respectively, for which the policyholder assumes all investment risk. 

For the years ended December 31, 2013, 2012 and 2011, there were no         
investment gains (losses) on transfers of assets from the general account to    
the separate accounts.                                                          

3. Deferred Policy Acquisition Costs and Other Policy-Related Intangibles       

See Note 1 for a description of capitalized acquisition costs.              

Nonparticipating and Non-Dividend-Paying Traditional Contracts                  

The Company amortizes DAC related to these contracts (primarily term        
insurance) over the appropriate premium paying period in proportion to the      
historic actual and expected future gross premiums that were set at contract    
issue. The expected premiums are based upon the premium requirement of each     
policy and assumptions for mortality, persistency and investment returns at     
policy issuance, or policy acquisition, include provisions for adverse          
deviation, and are consistent with the assumptions used to calculate future     
policyholder benefit liabilities. These assumptions are not revised after       
policy issuance or acquisition unless the DAC balance is deemed to be           
unrecoverable from future expected profits. Absent a premium deficiency,        
variability in amortization after policy issuance or acquisition is caused only 
by variability in premium volumes.                                              

Participating, Dividend-Paying Traditional Contracts                            

 The Company amortizes DAC related to these contracts over the estimated lives
of the contracts in proportion to actual and expected future gross margins. The 
amortization includes interest based on rates in effect at inception or         
acquisition of the contracts. The future gross margins are dependent            
principally on investment returns, policyholder dividend scales, mortality,     
persistency, expenses to administer the business, creditworthiness of           
reinsurance counterparties and certain economic variables, such as inflation.   
Of these factors, the Company anticipates that investment returns, expenses,    
persistency and other factor changes, as well as policyholder dividend scales   
are reasonably likely to impact significantly the rate of DAC amortization.     
Each reporting period, the Company updates the estimated gross margins with the 
actual gross margins for that period. When the actual gross margins change from 
previously estimated gross margins, the cumulative DAC amortization is          
re-estimated and adjusted by a cumulative charge or credit to current           
operations. When actual                                                         

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

3. Deferred Policy Acquisition Costs and Other Policy-Related Intangibles       
(continued)                                                                     

gross margins exceed those previously estimated, the DAC amortization will      
increase, resulting in a current period charge to earnings. The opposite result 
occurs when the actual gross margins are below the previously estimated gross   
margins. Each reporting period, the Company also updates the actual amount of   
business in-force, which impacts expected future gross margins. When expected   
future gross margins are below those previously estimated, the DAC amortization 
will increase, resulting in a current period charge to earnings. The opposite   
result occurs when the expected future gross margins are above the previously   
estimated expected future gross margins. Each period, the Company also reviews  
the estimated gross margins for each block of business to determine the         
recoverability of DAC balances.                                                 

Fixed and Variable Universal Life Contracts and Fixed and Variable Deferred     
Annuity Contracts                                                               

 The Company amortizes DAC related to these contracts over the estimated lives
of the contracts in proportion to actual and expected future gross profits. The 
amortization includes interest based on rates in effect at inception or         
acquisition of the contracts. The amount of future gross profits is dependent   
principally upon returns in excess of the amounts credited to policyholders,    
mortality, persistency, interest crediting rates, expenses to administer the    
business, creditworthiness of reinsurance counterparties, the effect of any     
hedges used and certain economic variables, such as inflation. Of these         
factors, the Company anticipates that investment returns, expenses and          
persistency are reasonably likely to impact significantly the rate of DAC       
amortization. Each reporting period, the Company updates the estimated gross    
profits with the actual gross profits for that period. When the actual gross    
profits change from previously estimated gross profits, the cumulative DAC      
amortization is re-estimated and adjusted by a cumulative charge or credit to   
current operations. When actual gross profits exceed those previously           
estimated, the DAC amortization will increase, resulting in a current period    
charge to earnings. The opposite result occurs when the actual gross profits    
are below the previously estimated gross profits. Each reporting period, the    
Company also updates the actual amount of business remaining in-force, which    
impacts expected future gross profits. When expected future gross profits are   
below those previously estimated, the DAC amortization will increase, resulting 
in a current period charge to earnings. The opposite result occurs when the     
expected future gross profits are above the previously estimated expected       
future gross profits. Each period, the Company also reviews the estimated gross 
profits for each block of business to determine the recoverability of DAC       
balances.                                                                       

Factors Impacting Amortization                                                  

Separate account rates of return on variable universal life contracts and   
variable deferred annuity contracts affect in-force account balances on such    
contracts each reporting period, which can result in significant fluctuations   
in amortization of DAC. Returns that are higher than the Company's long-term    
expectation produce higher account balances, which increases the Company's      
future fee expectations and decreases future benefit payment expectations on    
minimum death and living benefit guarantees, resulting in higher expected       
future gross profits. The opposite result occurs when returns are lower than    
the Company's long-term expectation. The Company's practice to determine the    
impact of gross profits resulting from returns on separate accounts assumes     
that long-term appreciation in equity markets is not changed by short-term      
market fluctuations, but is only changed when sustained interim deviations are  
expected. The Company monitors these events and only changes the assumption     
when its long-term expectation changes.                                         

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

3. Deferred Policy Acquisition Costs and Other Policy-Related Intangibles       
(continued)                                                                     

The Company also periodically reviews other long-term assumptions underlying
the projections of estimated gross margins and profits. These assumptions       
primarily relate to investment returns, policyholder dividend scales, interest  
crediting rates, mortality, persistency and expenses to administer business.    
Management annually updates assumptions used in the calculation of estimated    
gross margins and profits which may have significantly changed. If the update   
of assumptions causes expected future gross margins and profits to increase,    
DAC amortization will decrease, resulting in a current period increase to       
earnings. The opposite result occurs when the assumption update causes expected 
future gross margins and profits to decrease.                                   

Periodically, the Company modifies product benefits, features, rights or    
coverages that occur by the exchange of a contract for a new contract, or by    
amendment, endorsement, or rider to a contract, or by election or coverage      
within a contract. If such modification, referred to as an internal             
replacement, substantially changes the contract, the associated DAC is written  
off immediately through income and any new deferrable costs associated with the 
replacement contract are deferred. If the modification does not substantially   
change the contract, the DAC amortization on the original contract will         
continue and any acquisition costs associated with the related modification are 
expensed.                                                                       

Amortization of DAC is attributed to net investment gains (losses) and net  
derivative gains (losses), and to other expenses for the amount of gross        
margins or profits originating from transactions other than investment gains    
and losses. Unrealized investment gains and losses represent the amount of DAC  
that would have been amortized if such gains and losses had been recognized.    

Information regarding DAC was as follows:                                   

                                                        [Enlarge/Download Table]

                                                                   Years Ended December 31, 
                                                                  --------------------------
                                                                    2013     2012     2011  
                                                                  -------- -------- --------
                                                                        (In millions)       
                                                                                            
DAC                                                                                         
Balance at January 1,............................................ $  2,906 $  2,918 $  2,346
Capitalizations..................................................      476      821    1,274
Amortization related to:                                                                    
 Net investment gains (losses) and net derivative gains (losses).      461    (366)    (290)
 Other expenses..................................................    (391)    (472)    (411)
                                                                  -------- -------- --------
   Total amortization............................................       70    (838)    (701)
                                                                  -------- -------- --------
Unrealized investment gains (losses).............................       34        5      (1)
Other (1)........................................................      138       --       --
                                                                  -------- -------- --------
Balance at December 31,.......................................... $  3,624 $  2,906 $  2,918
                                                                  ======== ======== ========

--------                                                                        

(1)The year ended December 31, 2013 includes $138 million that was reclassified 
to DAC from premiums, reinsurance and other receivables. The amounts      
reclassified relate to an affiliated reinsurance agreement accounted for  
  using the deposit method of accounting and represent the DAC amortization on
 the expense allowances ceded on the agreement from inception. These amounts
were previously included in the calculated value of the deposit receivable
on this agreement and recorded within premiums, reinsurance and other     
receivables.                                                              

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

3. Deferred Policy Acquisition Costs and Other Policy-Related Intangibles       
(continued)                                                                     

Information regarding other policy-related intangibles was as follows:      

                                                                [Download Table]

                            Years Ended December 31,
                            ------------------------
                             2013     2012    2011  
                             ------  ------  ------ 
                               (In millions)        
                                                    
Deferred Sales Inducements                          
Balance at January 1,...... $  478   $  503  $  497 
Capitalization.............      5       20      79 
Amortization...............   (34)     (45)    (73) 
                             ------  ------  ------ 
Balance at December 31,.... $  449   $  478  $  503 
                             ======  ======  ====== 
VODA                                                
Balance at January 1,...... $  130   $  140  $  148 
Amortization...............   (11)     (10)     (8) 
                             ------  ------  ------ 
Balance at December 31,.... $  119   $  130  $  140 
                             ======  ======  ====== 
Accumulated amortization... $   48   $   37  $   27 
                             ======  ======  ====== 

The estimated future amortization expense to be reported in other expenses  
for the next five years is as follows:                                          

                                                                [Download Table]

          VODA     
      -------------
      (In millions)
                   
2014.    $    12   
2015.    $    12   
2016.    $    12   
2017.    $    11   
2018.    $     9   

4. Reinsurance                                                                  

The Company enters into reinsurance agreements primarily as a purchaser of  
reinsurance for its various insurance products and also as a provider of        
reinsurance for some insurance products issued by an affiliate. The Company     
participates in reinsurance activities in order to limit losses, minimize       
exposure to significant risks and provide additional capacity for future growth.

Accounting for reinsurance requires extensive use of assumptions and        
estimates, particularly related to the future performance of the underlying     
business and the potential impact of counterparty credit risks. The Company     
periodically reviews actual and anticipated experience compared to the          
aforementioned assumptions used to establish assets and liabilities relating to 
ceded and assumed reinsurance and evaluates the financial strength of           
counterparties to its reinsurance agreements using criteria similar to that     
evaluated in the security impairment process discussed in Note 5.               

The Company currently reinsures 100% of the living and death benefit        
guarantees issued in connection with its variable annuities to affiliated       
reinsurers. Under these reinsurance agreements, the Company pays a reinsurance  
premium generally based on fees associated with the guarantees collected from   
policyholders and receives reimbursement for benefits paid or accrued in excess 
of account values, subject to certain limitations. The Company also reinsures   
90% of its fixed annuities to an affiliated reinsurer. The value of the embedded

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

4. Reinsurance (continued)                                                      

derivatives on the ceded risk is determined using a methodology consistent with 
the guarantees directly written by the Company with the exception of the input  
for nonperformance risk that reflects the credit of the reinsurer.              

For its individual life insurance products, the Company has historically    
reinsured the mortality risk primarily on an excess of retention basis or on a  
quota share basis. The Company currently reinsures 100% of the mortality risk   
in excess of $100,000 per life for most new policies and reinsures up to 100%   
of the mortality risk for certain other policies. In addition to reinsuring     
mortality risk as described above, the Company reinsures other risks, as well   
as specific coverages. Placement of reinsurance is done primarily on an         
automatic basis and also on a facultative basis for risks with specified        
characteristics. The Company also reinsures the risk associated with secondary  
death benefit guarantees on certain universal life insurance policies to        
affiliates. The Company evaluates its reinsurance programs routinely and may    
increase or decrease its retention at any time.                                 

The Company has exposure to catastrophes, which could contribute to         
significant fluctuations in the Company's results of operations. The Company    
uses excess of retention and quota share reinsurance agreements to provide      
greater diversification of risk and minimize exposure to larger risks.          

The Company reinsures its business through a diversified group of           
well-capitalized reinsurers. The Company analyzes recent trends in arbitration  
and litigation outcomes in disputes, if any, with its reinsurers. The Company   
monitors ratings and evaluates the financial strength of its reinsurers by      
analyzing their financial statements. In addition, the reinsurance recoverable  
balance due from each reinsurer is evaluated as part of the overall monitoring  
process. Recoverability of reinsurance recoverable balances is evaluated based  
on these analyses. The Company generally secures large reinsurance recoverable  
balances with various forms of collateral, including secured trusts and funds   
withheld accounts. These reinsurance recoverable balances are stated net of     
allowances for uncollectible reinsurance, which at December 31, 2013 and 2012,  
were not significant.                                                           

 The Company has secured certain reinsurance recoverable balances with various
forms of collateral, including secured trusts and funds withheld accounts. The  
Company had $475 million and $386 million of unsecured unaffiliated reinsurance 
recoverable balances at December 31, 2013 and 2012, respectively.               

At December 31, 2013, the Company had $635 million of net unaffiliated ceded
reinsurance recoverables. Of this total, $559 million, or 88%, were with the    
Company's five largest unaffiliated ceded reinsurers, including $399 million of 
net unaffiliated ceded reinsurance recoverables which were unsecured. At        
December 31, 2012, the Company had $541 million of net unaffiliated ceded       
reinsurance recoverables. Of this total, $478 million, or 88%, were with the    
Company's five largest unaffiliated ceded reinsurers, including $323 million of 
net unaffiliated ceded reinsurance recoverables which were unsecured.           

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

4. Reinsurance (continued)                                                      

The amounts in the consolidated statements of operations include the impact 
of reinsurance. Information regarding the significant effects of reinsurance    
was as follows:                                                                 

                                                        [Enlarge/Download Table]

                                                                Years Ended December 31, 
                                                               --------------------------
                                                                 2013     2012     2011  
                                                               -------- -------- --------
                                                                     (In millions)       
                                                                                         
Premiums                                                                                 
Direct premiums............................................... $  1,019 $    941 $    961
Reinsurance assumed...........................................       10       11        7
Reinsurance ceded.............................................    (696)    (524)    (321)
                                                               -------- -------- --------
 Net premiums................................................. $    333 $    428 $    647
                                                               ======== ======== ========
Universal life and investment-type product policy fees                                   
Direct universal life and investment-type product policy fees. $  2,475 $  2,167 $  1,694
Reinsurance assumed...........................................       79       83       90
Reinsurance ceded.............................................    (863)    (665)    (496)
                                                               -------- -------- --------
 Net universal life and investment-type product policy fees... $  1,691 $  1,585 $  1,288
                                                               ======== ======== ========
Other revenues                                                                           
Direct other revenues......................................... $    170 $    137 $     99
Reinsurance assumed...........................................       --       --       --
Reinsurance ceded.............................................      252      190      215
                                                               -------- -------- --------
 Net other revenues........................................... $    422 $    327 $    314
                                                               ======== ======== ========
Policyholder benefits and claims                                                         
Direct policyholder benefits and claims....................... $  1,650 $  1,799 $  1,363
Reinsurance assumed...........................................       10       19       15
Reinsurance ceded.............................................  (1,089)  (1,016)    (599)
                                                               -------- -------- --------
 Net policyholder benefits and claims......................... $    571 $    802 $    779
                                                               ======== ======== ========
Interest credited to policyholder account balances                                       
Direct interest credited to policyholder account balances..... $    465 $    454 $    436
Reinsurance assumed...........................................       73       71       68
Reinsurance ceded.............................................    (119)    (104)     (80)
                                                               -------- -------- --------
 Net interest credited to policyholder account balances....... $    419 $    421 $    424
                                                               ======== ======== ========
Other expenses                                                                           
Direct other expenses......................................... $    974 $  1,796 $  1,495
Reinsurance assumed...........................................       28       33       48
Reinsurance ceded.............................................       37       99      145
                                                               -------- -------- --------
 Net other expenses........................................... $  1,039 $  1,928 $  1,688
                                                               ======== ======== ========

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

4. Reinsurance (continued)                                                      

The amounts in the consolidated balance sheets include the impact of        
reinsurance. Information regarding the significant effects of reinsurance was   
as follows at:                                                                  

                                                        [Enlarge/Download Table]

                                                              December 31,                              
                                 -----------------------------------------------------------------------
                                                2013                                2012                
                                 ----------------------------------- -----------------------------------
                                                             Total                               Total  
                                                            Balance                             Balance 
                                  Direct  Assumed   Ceded    Sheet    Direct  Assumed   Ceded    Sheet  
                                 -------- -------- -------- -------- -------- -------- -------- --------
                                                              (In millions)                             
                                                                                                        
Assets                                                                                                  
Premiums, reinsurance and other                                                                         
 receivables.................... $   (12) $     27 $ 12,453 $ 12,468 $     84 $     35 $ 14,373 $ 14,492
Deferred policy acquisition                                                                             
 costs..........................    4,084      122    (582)    3,624    3,429      121    (644)    2,906
                                 -------- -------- -------- -------- -------- -------- -------- --------
  Total assets.................. $  4,072 $    149 $ 11,871 $ 16,092 $  3,513 $    156 $ 13,729 $ 17,398
                                 ======== ======== ======== ======== ======== ======== ======== ========
Liabilities                                                                                             
Other policy-related balances... $    185 $  1,653 $    811 $  2,649 $    164 $  1,588 $    855 $  2,607
Other liabilities...............      316        9    5,471    5,796      282       10    5,097    5,389
                                 -------- -------- -------- -------- -------- -------- -------- --------
  Total liabilities............. $    501 $  1,662 $  6,282 $  8,445 $    446 $  1,598 $  5,952 $  7,996
                                 ======== ======== ======== ======== ======== ======== ======== ========

Reinsurance agreements that do not expose the Company to a reasonable       
possibility of a significant loss from insurance risk are recorded using the    
deposit method of accounting. The deposit assets on reinsurance were            
$4.0 billion and $4.2 billion at December 31, 2013 and 2012, respectively.      
There were no deposit liabilities on reinsurance at both December 31, 2013 and  
2012.                                                                           

Related Party Reinsurance Transactions                                          

The Company has reinsurance agreements with certain MetLife subsidiaries,   
including Metropolitan Life Insurance Company ("MLIC"), Exeter, General         
American Life Insurance Company, MICC, MetLife Reinsurance Company of Vermont   
and MetLife Reinsurance Company of Delaware ("MRD"), all of which are related   
parties.                                                                        

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

4. Reinsurance (continued)                                                      

Information regarding the significant effects of affiliated reinsurance     
included in the consolidated statements of operations was as follows:           

                                                        [Enlarge/Download Table]

                                                             Years Ended December 31,
                                                             ------------------------
                                                              2013     2012    2011  
                                                              ------  ------  ------ 
                                                                (In millions)        
                                                                                     
Premiums                                                                             
Reinsurance assumed......................................... $   10   $   11  $    7 
Reinsurance ceded...........................................  (637)    (477)   (284) 
                                                              ------  ------  ------ 
 Net premiums............................................... $(627)   $(466)  $(277) 
                                                              ======  ======  ====== 
Universal life and investment-type product policy fees                               
Reinsurance assumed......................................... $   79   $   83  $   90 
Reinsurance ceded...........................................  (735)    (555)   (416) 
                                                              ------  ------  ------ 
 Net universal life and investment-type product policy fees. $(656)   $(472)  $(326) 
                                                              ======  ======  ====== 
Other revenues                                                                       
Reinsurance assumed......................................... $   --   $   --  $   -- 
Reinsurance ceded...........................................    252      190     215 
                                                              ------  ------  ------ 
 Net other revenues......................................... $  252   $  190  $  215 
                                                              ======  ======  ====== 
Policyholder benefits and claims                                                     
Reinsurance assumed......................................... $   10   $   19  $   15 
Reinsurance ceded...........................................  (875)    (833)   (497) 
                                                              ------  ------  ------ 
 Net policyholder benefits and claims....................... $(865)   $(814)  $(482) 
                                                              ======  ======  ====== 
Interest credited to policyholder account balances                                   
Reinsurance assumed......................................... $   73   $   71  $   68 
Reinsurance ceded...........................................  (119)    (104)    (80) 
                                                              ------  ------  ------ 
 Net interest credited to policyholder account balances..... $ (46)   $ (33)  $ (12) 
                                                              ======  ======  ====== 
Other expenses                                                                       
Reinsurance assumed......................................... $   28   $   33  $   48 
Reinsurance ceded...........................................     35       98     144 
                                                              ------  ------  ------ 
 Net other expenses......................................... $   63   $  131  $  192 
                                                              ======  ======  ====== 

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

4. Reinsurance (continued)                                                      

Information regarding the significant effects of affiliated reinsurance     
included in the consolidated balance sheets was as follows at:                  

                                                                [Download Table]

                                                         December 31,             
                                             -------------------------------------
                                                    2013               2012       
                                             ------------------ ------------------
                                             Assumed    Ceded   Assumed    Ceded  
                                             -------- --------- -------- ---------
                                                         (In millions)            
                                                                                  
Assets                                                                            
Premiums, reinsurance and other receivables. $     27 $  11,792 $     35 $  13,801
Deferred policy acquisition costs...........      122     (579)      121     (642)
                                             -------- --------- -------- ---------
 Total assets............................... $    149 $  11,213 $    156 $  13,159
                                             ======== ========= ======== =========
Liabilities                                                                       
Other policy-related balances............... $  1,653 $     811 $  1,588 $     855
Other liabilities...........................        9     5,284       10     4,910
                                             -------- --------- -------- ---------
 Total liabilities.......................... $  1,662 $   6,095 $  1,598 $   5,765
                                             ======== ========= ======== =========

Effective October 1, 2012, the Company entered into a reinsurance agreement 
to cede two blocks of business to MRD, on a 90% coinsurance with funds withheld 
basis. The agreement covers certain term and certain universal life policies    
issued in 2012 by the Company and was amended in 2013 to include certain term   
and universal life policies issued by the Company through December 31, 2013.    
The agreement transfers risk to MRD and, therefore, is accounted for as         
reinsurance. As a result of the agreement, affiliated reinsurance recoverables, 
included in premiums, reinsurance and other receivables, were $917 million and  
$407 million at December 31, 2013 and 2012, respectively. The Company also      
recorded a funds withheld liability and other reinsurance payables, included in 
other liabilities, which were $798 million and $438 million at December 31,     
2013 and 2012, respectively. Certain contractual features of this agreement     
qualify as embedded derivatives, which are separately accounted for at fair     
value on the Company's consolidated balance sheets. The embedded derivative     
related to the funds withheld associated with this reinsurance agreement is     
included within other liabilities and was ($14) million and $6 million at       
December 31, 2013 and 2012, respectively. The Company's consolidated statements 
of operations reflected a loss for this agreement of $50 million and $37        
million for the years ended December 31, 2013 and 2012, respectively, which     
included net derivative gains (losses) of $20 million and ($6) million for the  
years ended December 31, 2013 and 2012, respectively, related to the embedded   
derivative.                                                                     

The Company ceded risks to affiliates related to guaranteed minimum benefit 
guarantees written directly by the Company. These ceded reinsurance agreements  
contain embedded derivatives and changes in their fair value are included       
within net derivative gains (losses). The embedded derivatives associated with  
the cessions are included within premiums, reinsurance and other receivables    
and were assets of $642 million and $3.9 billion at December 31, 2013 and 2012, 
respectively. Net derivative gains (losses) associated with the embedded        
derivatives were ($3.8) billion, $439 million, and $1.7 billion for the years   
ended December 31, 2013, 2012 and 2011, respectively.                           

 The Company ceded two blocks of business to an affiliate on a 90% coinsurance
with funds withheld basis. Certain contractual features of this agreement       
qualify as embedded derivatives, which are separately accounted for at          
estimated fair value on the Company's consolidated balance sheets. The embedded 
derivative related to the funds withheld associated with this reinsurance       
agreement is included within other liabilities and increased the                

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

4. Reinsurance (continued)                                                      

funds withheld balance by $48 million and $546 million at December 31, 2013 and 
2012, respectively. Net derivative gains (losses) associated with the embedded  
derivatives were $498 million, ($107) million and ($434) million for the years  
ended December 31, 2013, 2012 and 2011, respectively.                           

 The Company has secured certain reinsurance recoverable balances with various
forms of collateral, including secured trusts, funds withheld accounts and      
irrevocable letters of credit. The Company had $5.4 billion and $6.1 billion of 
unsecured affiliated reinsurance recoverable balances at December 31, 2013 and  
2012, respectively.                                                             

Affiliated reinsurance agreements that do not expose the Company to a       
reasonable possibility of a significant loss from insurance risk are recorded   
using the deposit method of accounting. The deposit assets on affiliated        
reinsurance were $3.9 billion and $4.0 billion, at December 31, 2013 and 2012,  
respectively. There were no deposit liabilities on affiliated reinsurance at    
both December 31, 2013 and 2012.                                                

5. Investments                                                                  

 See Note 7 for information about the fair value hierarchy for investments and
the related valuation methodologies.                                            

Investment Risks and Uncertainties                                              

Investments are exposed to the following primary sources of risk: credit,   
interest rate, liquidity, market valuation, currency and real estate risk. The  
financial statement risks, stemming from such investment risks, are those       
associated with the determination of estimated fair values, the diminished      
ability to sell certain investments in times of strained market conditions, the 
recognition of impairments, the recognition of income on certain investments    
and the potential consolidation of variable interest entities ("VIEs"). The use 
of different methodologies, assumptions and inputs relating to these financial  
statement risks may have a material effect on the amounts presented within the  
consolidated financial statements.                                              

The determination of valuation allowances and impairments is highly         
subjective and is based upon periodic evaluations and assessments of known and  
inherent risks associated with the respective asset class. Such evaluations and 
assessments are revised as conditions change and new information becomes        
available.                                                                      

 The recognition of income on certain investments (e.g. structured securities,
including mortgage-backed securities, asset-backed securities ("ABS") and       
certain structured investment transactions) is dependent upon certain factors   
such as prepayments and defaults, and changes in such factors could result in   
changes in amounts to be earned.                                                

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Fixed Maturity and Equity Securities AFS                                        

Fixed Maturity and Equity Securities AFS by Sector                            

  The following table presents the fixed maturity and equity securities AFS by
sector. Redeemable preferred stock is reported within U.S. corporate and      
foreign corporate fixed maturity securities and non-redeemable preferred stock
is reported within equity securities. Included within fixed maturity          
securities are structured securities including RMBS, ABS and commercial       
mortgage-backed securities ("CMBS").                                          

                                                        [Enlarge/Download Table]

                                              December 31, 2013                           December 31, 2012              
                                  ------------------------------------------ --------------------------------------------
                                               Gross Unrealized                            Gross Unrealized              
                                   Cost or  ---------------------- Estimated  Cost or  ------------------------ Estimated
                                  Amortized       Temporary  OTTI    Fair    Amortized         Temporary  OTTI    Fair   
                                    Cost    Gains  Losses   Losses   Value     Cost     Gains   Losses   Losses   Value  
                                  --------- ----- --------- ------ --------- --------- ------- --------- ------ ---------
                                                                       (In millions)                                     
                                                                                                                         
Fixed maturity securities                                                                                                
U.S. corporate...................  $  4,318 $ 323     $  70  $  --  $  4,571   $ 4,130 $   585     $   7  $  --  $  4,708
U.S. Treasury and agency.........     2,031    78        99     --     2,010     1,004     287        --     --     1,291
Foreign corporate................     1,659   103        13     --     1,749     1,747     188         5     --     1,930
RMBS.............................     1,123    64        11      2     1,174     1,362     114         6      4     1,466
State and political subdivision..       776    67        18     --       825       766     160         2     --       924
ABS..............................       369     6         2     --       373       348      15         3     --       360
CMBS.............................       326    15        --     --       341       494      34         1     --       527
Foreign government...............       155    20         4     --       171       136      45        --     --       181
                                  --------- ----- --------- ------ --------- --------- ------- --------- ------ ---------
 Total fixed maturity securities.  $ 10,757 $ 676     $ 217  $   2  $ 11,214   $ 9,987 $ 1,428     $  24  $   4  $ 11,387
                                  ========= ===== ========= ====== ========= ========= ======= ========= ====== =========
Equity securities                                                                                                        
Non-redeemable preferred stock...  $     93 $  --     $  14  $  --  $     79   $    22 $     1     $  --  $  --  $     23
Common stock.....................        20    --        --     --        20        11      --        --     --        11
                                  --------- ----- --------- ------ --------- --------- ------- --------- ------ ---------
 Total equity securities.........  $    113 $  --     $  14  $  --  $     99   $    33 $     1     $  --  $  --  $     34
                                  ========= ===== ========= ====== ========= ========= ======= ========= ====== =========

The Company held non-income producing fixed maturity securities with an   
estimated fair value of $12 million and less than $1 million with unrealized  
gains (losses) of $2 million and less than $1 million at December 31, 2013 and
2012, respectively.                                                           

Methodology for Amortization of Premium and Accretion of Discount on        
Structured Securities                                                       

  Amortization of premium and accretion of discount on structured securities
considers the estimated timing and amount of prepayments of the underlying  
loans. Actual prepayment experience is periodically reviewed and effective  
yields are recalculated when differences arise between the originally       
anticipated and the actual prepayments received and currently anticipated.  
Prepayment assumptions for single class and multi-class mortgage-backed and 
ABS are estimated using inputs obtained from third-party specialists and    
based on management's knowledge of the current market. For credit-sensitive 
mortgage-backed and ABS and certain prepayment-sensitive securities, the    
effective yield is recalculated on a prospective basis. For all other       
mortgage-backed and ABS, the effective yield is recalculated on a           
retrospective basis.                                                        

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Maturities of Fixed Maturity Securities                                       

  The amortized cost and estimated fair value of fixed maturity securities, by
contractual maturity date, were as follows at:                                

                                                        [Enlarge/Download Table]

                                                                December 31,              
                                                   ---------------------------------------
                                                          2013                2012        
                                                   ------------------- -------------------
                                                             Estimated           Estimated
                                                   Amortized   Fair    Amortized   Fair   
                                                     Cost      Value     Cost      Value  
                                                   --------- --------- --------- ---------
                                                                (In millions)             
                                                                                          
Due in one year or less........................... $     298 $     304 $    234  $     239
Due after one year through five years.............     1,610     1,700    1,417      1,531
Due after five years through ten years............     2,095     2,255    2,137      2,430
Due after ten years...............................     4,936     5,067    3,995      4,834
                                                   --------- --------- --------  ---------
  Subtotal........................................     8,939     9,326    7,783      9,034
Structured securities (RMBS, ABS and CMBS)........     1,818     1,888    2,204      2,353
                                                   --------- --------- --------  ---------
   Total fixed maturity securities................ $  10,757 $  11,214 $  9,987  $  11,387
                                                   ========= ========= ========  =========

  Actual maturities may differ from contractual maturities due to the exercise
of call or prepayment options. Fixed maturity securities not due at a single  
maturity date have been presented in the year of final contractual maturity.  
RMBS, ABS and CMBS are shown separately, as they are not due at a single      
maturity.                                                                     

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Continuous Gross Unrealized Losses for Fixed Maturity and Equity Securities   
AFS by Sector                                                                   

The following table presents the estimated fair value and gross unrealized
losses of fixed maturity and equity securities AFS in an unrealized loss      
position, aggregated by sector and by length of time that the securities have 
been in a continuous unrealized loss position.                                

                                                        [Enlarge/Download Table]

                                               December 31, 2013                         December 31, 2012            
                                   ----------------------------------------- -----------------------------------------
                                                        Equal to or Greater                       Equal to or Greater 
                                   Less than 12 Months     than 12 Months    Less than 12 Months     than 12 Months   
                                   -------------------- -------------------- -------------------- --------------------
                                   Estimated   Gross    Estimated   Gross    Estimated   Gross    Estimated   Gross   
                                     Fair    Unrealized   Fair    Unrealized   Fair    Unrealized   Fair    Unrealized
                                     Value     Losses     Value     Losses     Value     Losses     Value     Losses  
                                   --------- ---------- --------- ---------- --------- ---------- --------- ----------
                                                       (In millions, except number of securities)                     
                                                                                                                      
Fixed maturity securities                                                                                             
U.S. corporate....................  $    845     $   63    $   51      $   7    $  160      $   2    $   48      $   5
U.S. Treasury and agency..........     1,189         99        --         --        --         --        --         --
Foreign corporate.................       260         13        18         --        26          1        14          4
RMBS..............................       345          9        41          4        19         --       105         10
State and political subdivision...       146         13        14          5        16          1         6          1
ABS...............................       148          1        14          1        14         --        26          3
CMBS..............................         6         --        --         --        28          1         9         --
Foreign government................        35          4         1         --        --         --        --         --
                                   --------- ---------- --------- ---------- --------- ---------- --------- ----------
  Total fixed maturity securities.  $  2,974     $  202    $  139      $  17    $  263      $   5    $  208      $  23
                                   ========= ========== ========= ========== ========= ========== ========= ==========
Equity securities                                                                                                     
Non-redeemable preferred..........  $     70     $   14    $   --      $  --    $   --      $  --    $    1      $  --
                                   --------- ---------- --------- ---------- --------- ---------- --------- ----------
  Total equity securities.........  $     70     $   14    $   --      $  --    $   --      $  --    $    1      $  --
                                   ========= ========== ========= ========== ========= ========== ========= ==========
Total number of securities in an                                                                                      
 unrealized loss position.........       372                   63                   64                   72           
                                   =========            =========            =========            =========           

Evaluation of AFS Securities for OTTI and Evaluating Temporarily Impaired AFS 
Securities                                                                      

Evaluation and Measurement Methodologies                                    

  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 in the impairment evaluation process
include, but are not limited to: (i) the length of time and the extent to   
which the estimated fair value has been below cost or amortized cost;       
(ii) the potential for impairments 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 where the issuer, series of issuers or industry has suffered a  
catastrophic loss or has exhausted natural resources; (vi) with respect to  
 fixed maturity securities, whether the Company has the intent to sell or will
more likely than not be required to sell a particular security before the   
decline in estimated fair value below amortized cost recovers; (vii) with   
respect to structured securities, changes in forecasted cash flows          

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

after considering the quality of underlying collateral, expected prepayment 
speeds, current and forecasted loss severity, consideration of the payment  
 terms of the underlying assets backing a particular security, and the payment
priority within the tranche structure of the security; and (viii) other     
subjective factors, including concentrations and information obtained from  
regulators and rating agencies.                                             

The methodology and significant inputs used to determine the amount of  
credit loss on fixed maturity securities are as follows:                    

  .  The Company calculates the recovery value by performing a discounted cash
flow analysis based on the present value of future cash flows. The  
  discount rate is generally the effective interest rate of the security
prior to impairment.                                                

.  When determining collectability and the period over which value is     
   expected to recover, the Company applies considerations utilized in its
overall impairment evaluation process which incorporates information
regarding the specific security, fundamentals of the industry and   
geographic area in which the security issuer operates, and overall  
     macroeconomic conditions. Projected future cash flows are estimated using
assumptions derived from management's best estimates of likely      
scenario-based outcomes after giving consideration to a variety of  
variables that include, but are not limited to: payment terms of the
 security; the likelihood that the issuer can service the interest and
  principal payments; the quality and amount of any credit enhancements;
the security's position within the capital structure of the issuer; 
possible corporate restructurings or asset sales by the issuer; and 
   changes to the rating of the security or the issuer by rating agencies.

.  Additional considerations are made when assessing the unique features  
  that apply to certain structured securities including, but not limited
 to: the quality of underlying collateral, expected prepayment speeds,
    current and forecasted loss severity, consideration of the payment terms
    of the underlying loans or assets backing a particular security, and the
payment priority within the tranche structure of the security.      

.  When determining the amount of the credit loss for U.S. and foreign    
corporate securities, foreign government securities and state and   
    political subdivision securities, the estimated fair value is considered
the recovery value when available information does not indicate that
  another value is more appropriate. When information is identified that
  indicates a recovery value other than estimated fair value, management
    considers in the determination of recovery value the same considerations
     utilized in its overall impairment evaluation process as described above,
 as well as any private and public sector programs to restructure such
securities.                                                         

With respect to securities that have attributes of debt and equity      
 (perpetual hybrid securities), consideration is given in the OTTI analysis as
to whether there has been any deterioration in the credit of the issuer and 
the likelihood of recovery in value of the securities that are in a severe  
and extended unrealized loss position. Consideration is also given as to    
whether any perpetual hybrid securities, with an unrealized loss, regardless
of credit rating, have deferred any dividend payments. When an OTTI loss has
 occurred, the OTTI loss is the entire difference between the perpetual hybrid
security's cost and its estimated fair value with a corresponding charge to 
earnings.                                                                   

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

The cost or amortized cost of fixed maturity and equity securities is   
adjusted for OTTI in the period in which the determination is made. The     
Company does not change the revised cost basis for subsequent recoveries in 
value.                                                                      

In periods subsequent to the recognition of OTTI on a fixed maturity    
security, the Company accounts for the impaired security as if it had been  
purchased on the measurement date of the impairment. Accordingly, the       
discount (or reduced premium) based on the new cost basis is accreted over  
the remaining term of the fixed maturity security in a prospective manner   
based on the amount and timing of estimated future cash flows.              

Current Period Evaluation                                                   

Based on the Company's current evaluation of its AFS securities in an   
unrealized loss position in accordance with its impairment policy, and the  
Company's current intentions and assessments (as applicable to the type of  
security) about holding, selling and any requirements to sell these         
securities, the Company has concluded that these securities are not         
 other-than-temporarily impaired at December 31, 2013. Future OTTI will depend
primarily on economic fundamentals, issuer performance (including changes in
 the present value of future cash flows expected to be collected), and changes
in credit ratings, collateral valuation, interest rates and credit spreads. 
If economic fundamentals deteriorate or if there are adverse changes in the 
above factors, OTTI may be incurred in upcoming periods.                    

   Gross unrealized losses on fixed maturity securities increased $191 million
 during the year ended December 31, 2013 from $28 million to $219 million. The
 increase in gross unrealized losses for the year ended December 31, 2013, was
primarily attributable to an increase in interest rates, partially offset by
narrowing credit spreads.                                                   

At December 31, 2013, $2 million of the total $219 million of gross     
unrealized losses were from two fixed maturity securities with an unrealized
loss position of 20% or more of amortized cost for six months or greater.   

Investment Grade Fixed Maturity Securities                                  

All of the $2 million of gross unrealized losses on fixed maturity      
securities with an unrealized loss of 20% or more of amortized cost for six 
months or greater are related to gross unrealized losses on one investment  
grade fixed maturity security. Unrealized losses on investment grade fixed  
maturity securities are principally related to widening credit spreads and, 
with respect to fixed-rate fixed maturity securities, rising interest rates 
since purchase.                                                             

Below Investment Grade Fixed Maturity Securities                            

  Less than $1 million of the $2 million of gross unrealized losses on fixed
maturity securities with an unrealized loss of 20% or more of amortized cost
for six months or greater, are related to gross unrealized losses on one    
below investment grade fixed maturity security.                             

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Equity Securities                                                           

 Gross unrealized losses on equity securities increased $14 million during
the year ended December 31, 2013 from $0 to $14 million. None of the $14    
million of gross unrealized losses were from equity securities with gross   
unrealized losses of 20% or more of cost for 12 months or greater.          

Mortgage Loans                                                                  

Mortgage Loans by Portfolio Segment                                           

Mortgage loans are summarized as follows at:                              

                                                                [Download Table]

                                                 December 31,                
                                  -------------------------------------------
                                          2013                  2012         
                                  --------------------- ---------------------
                                    Carrying     % of     Carrying     % of  
                                      Value      Total      Value      Total 
                                  ------------- ------- ------------- -------
                                  (In millions)         (In millions)        
                                                                             
Mortgage loans:                                                              
 Commercial......................   $  1,607     88.0 %   $  1,478     88.1 %
 Agricultural....................        227       12.4        208       12.4
                                    --------    -------   --------    -------
   Subtotal (1)..................      1,834      100.4      1,686      100.5
 Valuation allowances............        (8)      (0.4)        (8)      (0.5)
                                    --------    -------   --------    -------
     Total mortgage loans, net...   $  1,826    100.0 %   $  1,678    100.0 %
                                    ========    =======   ========    =======

--------                                                                        

(1)Purchases of mortgage loans were $2 million and $20 million for the years    
ended December 31, 2013 and 2012, respectively.                           

See "-- Related Party Investment Transactions" for discussion of related  
party mortgage loans.                                                         

Mortgage Loans and Valuation Allowance by Portfolio Segment                   

All commercial and agricultural mortgage loans held at both December 31,  
2013 and 2012 were evaluated collectively for credit losses. The valuation    
allowance for commercial mortgage loans was $7 million at both December 31,   
2013 and 2012. The valuation allowance for agricultural mortgage loans was    
$1 million at both December 31, 2013 and 2012.                                

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Valuation Allowance Rollforward by Portfolio Segment                          

The changes in the valuation allowance, by portfolio segment, were as     
follows:                                                                      

                                                                [Download Table]

                              Commercial Agricultural Total
                              ---------- ------------ -----
                                      (In millions)        
                                                           
Balance at January 1, 2011...   $  12       $  --     $  12
Provision (release)..........     (2)           1       (1)
                                -----       -----     -----
Balance at December 31, 2011.      10           1        11
Provision (release)..........     (3)          --       (3)
                                -----       -----     -----
Balance at December 31, 2012.       7           1         8
Provision (release)..........      --          --        --
                                -----       -----     -----
Balance at December 31, 2013.   $   7       $   1     $   8
                                =====       =====     =====

Valuation Allowance Methodology                                             

Mortgage loans are considered to be impaired when it is probable that,  
based upon current information and events, the Company will be unable to    
collect all amounts due under the loan agreement. Specific valuation        
allowances are established using the same methodology for both portfolio    
segments as the excess carrying value of a loan over either (i) the present 
value of expected future cash flows discounted at the loan's original       
effective interest rate, (ii) the estimated fair value of the loan's        
underlying collateral if the loan is in the process of foreclosure or       
otherwise collateral dependent, or (iii) the loan's observable market price.
 A common evaluation framework is used for establishing non-specific valuation
 allowances for both loan portfolio segments; however, a separate non-specific
valuation allowance is calculated and maintained for each loan portfolio    
segment that is based on inputs unique to each loan portfolio segment.      
Non-specific valuation allowances are established for pools of loans with   
similar risk characteristics where a property-specific or market-specific   
risk has not been identified, but for which the Company expects to incur a  
credit loss. These evaluations are based upon several loan portfolio        
 segment-specific factors, including the Company's experience for loan losses,
 defaults and loss severity, and loss expectations for loans with similar risk
characteristics. These evaluations are revised as conditions change and new 
information becomes available.                                              

Commercial and Agricultural Mortgage Loan Portfolio Segments                

The Company typically uses several years of historical experience in    
establishing non-specific valuation allowances which captures multiple      
 economic cycles. For evaluations of commercial mortgage loans, in addition to
historical experience, management considers factors that include the impact 
of a rapid change to the economy, which may not be reflected in the loan    
portfolio, and recent loss and recovery trend experience as compared to     
historical loss and recovery experience. For evaluations of agricultural    
mortgage loans, in addition to historical experience, management considers  
factors that include increased stress in certain sectors, which may be      
evidenced by higher delinquency rates, or a change in the number of higher  
 risk loans. On a quarterly basis, management incorporates the impact of these
current market events and conditions on historical experience in determining
the non-specific valuation allowance established for commercial and         
agricultural mortgage loans.                                                

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MetLife Investors USA Insurance Company 
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Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

All commercial mortgage loans are reviewed on an ongoing basis which may
 include an analysis of the property financial statements and rent roll, lease
rollover analysis, property inspections, market analysis, estimated         
valuations of the underlying collateral, loan-to-value ratios, debt service 
 coverage ratios, and tenant creditworthiness. All agricultural mortgage loans
are monitored on an ongoing basis. The monitoring process focuses on higher 
risk loans, which include those that are classified as restructured,        
delinquent or in foreclosure, as well as loans with higher loan-to-value    
ratios and lower debt service coverage ratios. The monitoring process for   
agricultural mortgage loans is generally similar to the commercial mortgage 
 loan monitoring process, with a focus on higher risk loans, including reviews
on a geographic and property-type basis. Higher risk loans are reviewed     
individually on an ongoing basis for potential credit loss and specific     
valuation allowances are established using the methodology described above. 
Quarterly, the remaining loans are reviewed on a pool basis by aggregating  
groups of loans that have similar risk characteristics for potential credit 
loss, and non-specific valuation allowances are established as described    
above using inputs that are unique to each segment of the loan portfolio.   

  For commercial mortgage loans, the primary credit quality indicator is the
 debt service coverage ratio, which compares a property's net operating income
to amounts needed to service the principal and interest due under the loan. 
Generally, the lower the debt service coverage ratio, the higher the risk of
experiencing a credit loss. The Company also reviews the loan-to-value ratio
of its commercial mortgage loan portfolio. Loan-to-value ratios compare the 
unpaid principal balance of the loan to the estimated fair value of the     
underlying collateral. Generally, the higher the loan-to-value ratio, the   
higher the risk of experiencing a credit loss. The debt service coverage    
ratio and loan-to-value ratio, as well as the values utilized in calculating
 these ratios, are updated annually, on a rolling basis, with a portion of the
loan portfolio updated each quarter.                                        

For agricultural mortgage loans, the Company's primary credit quality   
 indicator is the loan-to-value ratio. The values utilized in calculating this
 ratio are developed in connection with the ongoing review of the agricultural
mortgage loan portfolio and are routinely updated.                          

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MetLife Investors USA Insurance Company 
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Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Credit Quality of Commercial Mortgage Loans                                   

The credit quality of commercial mortgage loans, were as follows:         

                                                        [Enlarge/Download Table]

                                    Recorded Investment                                   
                       ----------------------------------------------                     
                        Debt Service Coverage Ratios                    Estimated         
                       ------------------------------          % of       Fair      % of  
                       > 1.20x  1.00x - 1.20x < 1.00x  Total   Total      Value     Total 
                       -------- ------------- ------- -------- ------ ------------- ------
                                    (In millions)                     (In millions)       
                                                                                          
December 31, 2013:                                                                        
Loan-to-value ratios:                                                                     
Less than 65%......... $  1,403     $  18      $  26  $  1,447  90.0%   $  1,542     90.5%
65% to 75%............      100        --         20       120    7.5        120       7.0
76% to 80%............       28        12         --        40    2.5         42       2.5
Greater than 80%......       --        --         --        --     --         --        --
                       --------     -----      -----  -------- ------   --------    ------
 Total................ $  1,531     $  30      $  46  $  1,607 100.0%   $  1,704    100.0%
                       ========     =====      =====  ======== ======   ========    ======
December 31, 2012:                                                                        
Loan-to-value ratios:                                                                     
Less than 65%......... $  1,317     $  16      $  14  $  1,347  91.1%   $  1,494     91.5%
65% to 75%............       75        --         20        95    6.4        100       6.1
76% to 80%............       --         5         17        22    1.5         24       1.5
Greater than 80%......       --        14         --        14    1.0         14       0.9
                       --------     -----      -----  -------- ------   --------    ------
 Total................ $  1,392     $  35      $  51  $  1,478 100.0%   $  1,632    100.0%
                       ========     =====      =====  ======== ======   ========    ======

Credit Quality of Agricultural Mortgage Loans                                 

The credit quality of agricultural mortgage loans, were as follows at:    

                                                                [Download Table]

                                     December 31,               
                       -----------------------------------------
                               2013                 2012        
                       -------------------- --------------------
                         Recorded    % of     Recorded    % of  
                        Investment   Total   Investment   Total 
                       ------------- ------ ------------- ------
                       (In millions)        (In millions)       
                                                                
Loan-to-value ratios:                                           
Less than 65%.........    $  201      88.5%    $  208     100.0%
65% to 75%............        26       11.5        --         --
                          ------     ------    ------     ------
 Total................    $  227     100.0%    $  208     100.0%
                          ======     ======    ======     ======

Past Due and Interest Accrual Status of Mortgage Loans                        

The Company has a high quality, well performing, mortgage loan portfolio, 
with all mortgage loans classified as performing at both December 31, 2013 and
2012. The Company defines delinquency consistent with industry practice, when 
mortgage loans are past due as follows: commercial mortgage loans -- 60 days  
and agricultural mortgage loans -- 90 days. The Company had no mortgage loans 
past due and no mortgage loans in non-accrual status at both December 31, 2013
and 2012.                                                                     

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Impaired Mortgage Loans                                                       

The Company had no impaired mortgage loans at both December 31, 2013 and  
2012. The average investment on impaired mortgage loans was $0 and $1 million 
for the years ended December 31, 2013 and 2012, respectively. The Company did 
not recognize interest income on impaired mortgage loans during the years     
ended December 31, 2013, 2012 and 2011.                                       

Mortgage Loans Modified in a Troubled Debt Restructuring                      

The Company may grant concessions related to borrowers experiencing       
financial difficulties which are classified as troubled debt restructurings.  
Generally, the types of concessions include: reduction of the contractual     
interest rate, extension of the maturity date at an interest rate lower than  
current market interest rates, and/or a reduction of accrued interest. The    
amount, timing and extent of the concession granted is considered in          
determining any impairment or changes in the specific valuation allowance     
recorded with the restructuring. Through the continuous monitoring process, a 
specific valuation allowance may have been recorded prior to the quarter when 
the mortgage loan is modified in a troubled debt restructuring. Accordingly,  
the carrying value (after specific valuation allowance) before and after      
modification through a troubled debt restructuring may not change             
significantly, or may increase if the expected recovery is higher than the    
pre-modification recovery assessment. There were no mortgage loans modified in
a troubled debt restructuring during the years ended December 31, 2013 and    
2012.                                                                         

Other Invested Assets                                                           

Other invested assets is comprised of loans to affiliates (see "-- Related  
Party Investment Transactions"), freestanding derivatives with positive         
estimated fair values (see Note 6), tax credit and renewable energy             
partnerships and leveraged leases.                                              

Leveraged Leases                                                              

Investment in leveraged leases consisted of the following at:             

                                                                [Download Table]

                                                             December 31, 
                                                             -------------
                                                             2013   2012  
                                                             -----  ----- 
                                                             (In millions)
                                                                          
Rental receivables, net..................................... $  92  $  92 
Estimated residual values...................................    14     14 
                                                             -----  ----- 
 Subtotal...................................................   106    106 
Unearned income.............................................  (35)   (37) 
                                                             -----  ----- 
   Investment in leveraged leases, net of non-recourse debt. $  71  $  69 
                                                             =====  ===== 

Rental receivables are generally due in periodic installments. The payment
periods range from two to 19 years. For rental receivables, the primary credit
quality indicator is whether the rental receivable is performing or           
nonperforming, which is assessed monthly. The Company generally defines       
nonperforming rental receivables as those that are 90 days or more past due.  
At December 31, 2013 and 2012, all rental receivables were performing.        

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

The deferred income tax liability related to leveraged leases was $63     
million and $53 million at December 31, 2013 and 2012, respectively.          

 The components of income from investment in leveraged leases, excluding net
investment gains (losses), were as follows:                                   

                                                        [Enlarge/Download Table]

                                                                          Years Ended December 31, 
                                                                        ---------------------------
                                                                          2013      2012       2011
                                                                        ------ ------------- ------
                                                                               (In millions)       
                                                                                                   
Income from investment in leveraged leases.............................   $  2          $  5   $  8
Less: Income tax expense on leveraged leases...........................      1             2      3
                                                                        ------ ------------- ------
Investment income after income tax from investment in leveraged leases.   $  1          $  3   $  5
                                                                        ====== ============= ======

Cash Equivalents                                                                

The carrying value of cash equivalents, which includes securities and other 
investments with an original or remaining maturity of three months or less at   
the time of purchase, was $2 million and $23 million at December 31, 2013 and   
2012, respectively.                                                             

Net Unrealized Investment Gains (Losses)                                        

 The components of net unrealized investment gains (losses), included in AOCI,
were as follows:                                                                

                                                        [Enlarge/Download Table]

                                                                          Years Ended December 31,   
                                                                        -----------------------------
                                                                         2013      2012        2011  
                                                                        ------ ------------- --------
                                                                               (In millions)         
                                                                                                     
Fixed maturity securities.............................................. $  459   $  1,402    $  1,057
Fixed maturity securities with noncredit OTTI losses in AOCI...........    (2)        (4)         (6)
                                                                        ------   --------    --------
 Total fixed maturity securities.......................................    457      1,398       1,051
Equity securities......................................................   (24)         --          --
Derivatives............................................................      4        142         126
Short-term investments.................................................     --        (1)         (1)
Other..................................................................    (4)        (3)          --
                                                                        ------   --------    --------
 Subtotal..............................................................    433      1,536       1,176
                                                                        ------   --------    --------
Amounts allocated from:                                                                              
 Insurance liability loss recognition..................................     --       (79)        (61)
 DAC...................................................................    (9)       (43)        (48)
                                                                        ------   --------    --------
   Subtotal............................................................    (9)      (122)       (109)
                                                                        ------   --------    --------
Deferred income tax benefit (expense) related to noncredit OTTI losses                               
  recognized in AOCI...................................................     --          1           2
Deferred income tax benefit (expense)..................................  (149)      (496)       (376)
                                                                        ------   --------    --------
Net unrealized investment gains (losses)............................... $  275   $    919    $    693
                                                                        ======   ========    ========

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

The changes in fixed maturity securities with noncredit OTTI losses included
in AOCI were as follows:                                                        

                                                        [Enlarge/Download Table]

                                                             Years Ended December 31,
                                                             ------------------------
                                                             2013         2012       
                                                             ----         ----       
                                                             (In millions)           
                                                                                     
Balance at January 1,....................................... $(4)         $(6)       
Noncredit OTTI losses and subsequent changes recognized (1).   --          (2)       
Securities sold with previous noncredit OTTI loss...........    1            2       
Subsequent changes in estimated fair value..................    1            2       
                                                             ----         ----       
Balance at December 31,..................................... $(2)         $(4)       
                                                             ====         ====       

--------                                                                        

(1)Noncredit OTTI losses and subsequent changes recognized, net of DAC, were    
 less than $1 million and ($2) million for the years ended December 31, 2013
and 2012, respectively.                                                   

The changes in net unrealized investment gains (losses) were as follows:    

                                                        [Enlarge/Download Table]

                                                                            Years Ended December 31,   
                                                                         ------------------------------
                                                                           2013       2012       2011  
                                                                         -------- ------------- -------
                                                                                  (In millions)        
                                                                                                       
Balance at January 1,................................................... $    919    $   693    $   110
Fixed maturity securities on which noncredit OTTI losses have been                                     
  recognized............................................................        2          2         --
Unrealized investment gains (losses) during the year....................  (1,105)        358        924
Unrealized investment gains (losses) relating to:                                                      
 Insurance liability gain (loss) recognition............................       79       (18)       (27)
 DAC related to noncredit OTTI losses recognized in AOCI................       --         --        (1)
 DAC....................................................................       34          5         --
 Deferred income tax benefit (expense) related to noncredit OTTI losses                                
   recognized in AOCI...................................................      (1)        (1)         --
 Deferred income tax benefit (expense)..................................      347      (120)      (313)
                                                                         --------    -------    -------
Balance at December 31,................................................. $    275    $   919    $   693
                                                                         ========    =======    =======
Change in net unrealized investment gains (losses)...................... $  (644)    $   226    $   583
                                                                         ========    =======    =======

Concentrations of Credit Risk                                                   

There were no investments in any counterparty that were greater than 10% of 
the Company's stockholder's equity, other than the U.S. government and its      
agencies, at both December 31, 2013 and 2012.                                   

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Securities Lending                                                              

Elements of the securities lending program are presented below at:          

                                                                [Download Table]

                                                          December 31,   
                                                        -----------------
                                                          2013     2012  
                                                        -------- --------
                                                          (In millions)  
                                                                         
Securities on loan: (1)                                                  
 Amortized cost........................................ $  1,443 $  1,212
 Estimated fair value.................................. $  1,424 $  1,534
Cash collateral on deposit from counterparties (2)..... $  1,470 $  1,574
Security collateral on deposit from counterparties (3). $     -- $     11
Reinvestment portfolio -- estimated fair value......... $  1,473 $  1,591

--------                                                                        

(1)Included within fixed maturity securities.                                   

(2)Included within payables for collateral under securities loaned and other    
transactions.                                                             

(3)Security collateral on deposit from counterparties may not be sold or        
repledged, unless the counterparty is in default, and is not reflected in 
the consolidated financial statements.                                    

Invested Assets on Deposit and Pledged as Collateral                            

Invested assets on deposit and pledged as collateral are presented below at 
estimated fair value for cash and cash equivalents, short-term investments and  
fixed maturity securities at:                                                   

                                                                [Download Table]

                                                             December 31, 
                                                             -------------
                                                             2013   2012  
                                                             -----  ----- 
                                                             (In millions)
                                                                          
Invested assets on deposit (regulatory deposits)............ $   6  $   6 
Invested assets pledged as collateral (1)...................   665    698 
                                                             -----  ----- 
 Total invested assets on deposit and pledged as collateral. $ 671  $ 704 
                                                             =====  ===== 

--------                                                                        

(1)The Company has pledged invested assets in connection with various           
agreements and transactions, including funding agreements (see Note 2) and
derivative transactions (see Note 6).                                     

See "-- Securities Lending" for securities on loan.                         

Purchased Credit Impaired Investments                                           

Investments acquired with evidence of credit quality deterioration since    
origination and for which it is probable at the acquisition date that the       
Company will be unable to collect all contractually required payments are       
classified as purchased credit impaired ("PCI") investments. For each           
investment, the excess of the cash                                              

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

flows expected to be collected as of the acquisition date over its acquisition  
date fair value is referred to as the accretable yield and is recognized as net 
investment income on an effective yield basis. If subsequently, based on        
current information and events, it is probable that there is a significant      
increase in cash flows previously expected to be collected or if actual cash    
flows are significantly greater than cash flows previously expected to be       
collected, the accretable yield is adjusted prospectively. The excess of the    
contractually required payments (including interest) as of the acquisition date 
over the cash flows expected to be collected as of the acquisition date is      
referred to as the nonaccretable difference, and this amount is not expected to 
be realized as net investment income. Decreases in cash flows expected to be    
collected can result in OTTI.                                                   

The Company's PCI fixed maturity securities were as follows at:             

                                                                [Download Table]

                                                December 31, 
                                                -------------
                                                 2013   2012 
                                                ------ ------
                                                (In millions)
                                                             
Outstanding principal and interest balance (1). $  312 $  341
Carrying value (2)............................. $  248 $  277

--------                                                                        

(1)Represents the contractually required payments, which is the sum of          
contractual principal, whether or not currently due, and accrued interest.

(2)Estimated fair value plus accrued interest.                                  

The following table presents information about PCI fixed maturity securities
acquired during the periods indicated:                                          

                                                                [Download Table]

                                                      Years Ended December 31,
                                                      ------------------------
                                                       2013        2012       
                                                      ------      -------     
                                                      (In millions)           
                                                                              
Contractually required payments (including interest). $   46      $   152     
Cash flows expected to be collected (1).............. $   37      $    71     
Fair value of investments acquired................... $   25      $    44     

--------                                                                        

(1)Represents undiscounted principal and interest cash flow expectations, at    
the date of acquisition.                                                  

The following table presents activity for the accretable yield on PCI fixed 
maturity securities for:                                                        

                                                                [Download Table]

                                                     Years Ended December 31,
                                                     ------------------------
                                                      2013         2012      
                                                     -------      -------    
                                                      (In millions)          
                                                                             
Accretable yield, January 1,........................ $   189      $   187    
Investments purchased...............................      12           27    
Accretion recognized in earnings....................    (12)         (11)    
Disposals...........................................     (4)           --    
Reclassification (to) from nonaccretable difference.    (20)         (14)    
                                                       -------      -------  
Accretable yield, December 31,...................... $   165      $   189    
                                                       =======      =======  

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Collectively Significant Equity Method Investments                              

The Company holds investments in real estate joint ventures, real estate    
funds and other limited partnership interests consisting of leveraged buy-out   
funds, hedge funds, private equity funds, joint ventures and other funds. The   
portion of these investments accounted for under the equity method had a        
carrying value of $972 million at December 31, 2013. The Company's maximum      
exposure to loss related to these equity method investments is limited to the   
carrying value of these investments plus unfunded commitments of $472 million   
at December 31, 2013. Except for certain real estate joint ventures, the        
Company's investments in real estate funds and other limited partnership        
interests are generally of a passive nature in that the Company does not        
participate in the management of the entities.                                  

As described in Note 1, the Company generally records its share of earnings 
in its equity method investments using a three-month lag methodology and within 
net investment income. Aggregate net investment income from these equity method 
investments exceeded 10% of the Company's consolidated pre-tax income (loss)    
for one of the three most recent annual periods: 2013. The Company is providing 
the following aggregated summarized financial data for such equity method       
investments, for the most recent annual periods, in order to provide            
comparative information. This aggregated summarized financial data does not     
represent the Company's proportionate share of the assets, liabilities, or      
earnings of such entities.                                                      

The aggregated summarized financial data presented below reflects the latest
available financial information and is as of, and for the years ended           
December 31, 2013, 2012 and 2011. Aggregate total assets of these entities      
totaled $185.7 billion and $148.5 billion at December 31, 2013 and 2012,        
respectively. Aggregate total liabilities of these entities totaled $8.1        
billion and $4.9 billion at December 31, 2013 and 2012, respectively. Aggregate 
net income (loss) of these entities totaled $18.5 billion, $11.8 billion and    
$5.0 billion for the years ended December 31, 2013, 2012 and 2011,              
respectively. Aggregate net income (loss) from the underlying entities in which 
the Company invests is primarily comprised of investment income, including      
recurring investment income and realized and unrealized investment gains        
(losses).                                                                       

Variable Interest Entities                                                      

 The Company has invested in certain structured transactions that are VIEs. In
certain instances, the Company may hold both the power to direct the most       
significant activities of the entity, as well as an economic interest in the    
entity and, as such, it would be deemed the primary beneficiary or consolidator 
of the entity.                                                                  

The determination of the VIE's primary beneficiary requires an evaluation of
the contractual and implied rights and obligations associated with each party's 
relationship with or involvement in the entity, an estimate of the entity's     
expected losses and expected residual returns and the allocation of such        
estimates to each party involved in the entity. The Company generally uses a    
qualitative approach to determine whether it is the primary beneficiary.        
However, for VIEs that are investment companies or apply measurement principles 
consistent with those utilized by investment companies, the primary beneficiary 
is based on a risks and rewards model and is defined as the entity that will    
absorb a majority of a VIE's expected losses, receive a majority of a VIE's     
expected residual returns if no single entity absorbs a majority of expected    
losses, or both. The Company reassesses its involvement with VIEs on a          
quarterly basis. The use of different methodologies, assumptions and inputs in  
the determination of the primary beneficiary could have a material effect on    
the amounts presented within the consolidated financial statements.             

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Consolidated VIEs                                                             

There were no VIEs for which the Company has concluded that it is the     
primary beneficiary and which are consolidated at December 31, 2013 and 2012. 

Unconsolidated VIEs                                                           

The carrying amount and maximum exposure to loss relating to VIEs in which
the Company holds a significant variable interest but is not the primary      
beneficiary and which have not been consolidated were as follows at:          

                                                        [Enlarge/Download Table]

                                                               December 31,               
                                                 -----------------------------------------
                                                         2013                 2012        
                                                 -------------------- --------------------
                                                            Maximum              Maximum  
                                                 Carrying  Exposure   Carrying  Exposure  
                                                  Amount  to Loss (1)  Amount  to Loss (1)
                                                 -------- ----------- -------- -----------
                                                               (In millions)              
                                                                                          
Fixed maturity securities AFS:                                                            
 Structured securities (RMBS, ABS and CMBS) (2). $  1,888  $  1,888   $  2,353  $  2,353  
 U.S. and foreign corporate.....................      133       133        149       149  
Other limited partnership interests.............      593       828        516       780  
Other invested assets...........................        9        44         --        --  
                                                 --------  --------   --------  --------  
 Total.......................................... $  2,623  $  2,893   $  3,018  $  3,282  
                                                 ========  ========   ========  ========  

--------                                                                        

(1)The maximum exposure to loss relating to fixed maturity securities AFS is    
equal to their carrying amounts or the carrying amounts of retained       
interests. The maximum exposure to loss relating to other limited         
partnership interests is equal to the carrying amounts plus any unfunded  
commitments of the Company. For its investments in other invested assets, 
the Company's return is in the form of income tax credits. For such       
investments, the maximum exposure to loss is equal to the carrying amounts
  plus any unfunded commitment. Such a maximum loss would be expected to occur
only upon bankruptcy of the issuer or investee.                           

(2)For these variable interests, the Company's involvement is limited to that   
of a passive investor.                                                    

As described in Note 12, the Company makes commitments to fund partnership
investments in the normal course of business. Excluding these commitments, the
Company did not provide financial or other support to investees designated as 
VIEs during the years ended December 31, 2013, 2012 and 2011.                 

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Net Investment Income                                                           

The components of net investment income were as follows:                    

                                                                [Download Table]

                                                    Years Ended December 31,
                                                    ------------------------
                                                     2013     2012    2011  
                                                     ------  ------  ------ 
                                                       (In millions)        
                                                                            
Investment income:                                                          
 Fixed maturity securities......................... $  531   $  525  $  468 
 Equity securities.................................      4       --      -- 
 Mortgage loans....................................     95       87      76 
 Policy loans......................................      6        5       4 
 Real estate and real estate joint ventures........      6        1      -- 
 Other limited partnership interests...............    105       54      42 
 Cash, cash equivalents and short-term investments.    (1)        1      -- 
 Other.............................................      4        7       9 
                                                     ------  ------  ------ 
   Subtotal........................................    750      680     599 
 Less: Investment expenses.........................     24       19      13 
                                                     ------  ------  ------ 
     Net investment income......................... $  726   $  661  $  586 
                                                     ======  ======  ====== 

See "-- Related Party Investment Transactions" for discussion of affiliated 
net investment income and investment expenses.                                  

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Net Investment Gains (Losses)                                                   

Components of Net Investment Gains (Losses)                                   

The components of net investment gains (losses) were as follows:          

                                                        [Enlarge/Download Table]

                                                                           Years Ended December 31,
                                                                         --------------------------
                                                                         2013     2012      2011   
                                                                          -----    -----    ------ 
                                                                           (In millions)           
                                                                                                   
Total gains (losses) on fixed maturity securities:                                                 
 Total OTTI losses recognized -- by sector and industry:                                           
   U.S. and foreign corporate securities -- by industry:                                           
     Finance............................................................ $ (3)    $ (1)    $   --  
                                                                          -----    -----    ------ 
       Total U.S. and foreign corporate securities......................   (3)      (1)        --  
   RMBS.................................................................    --      (1)       (2)  
                                                                          -----    -----    ------ 
 OTTI losses on fixed maturity securities recognized in earnings........   (3)      (2)       (2)  
 Fixed maturity securities -- net gains (losses) on sales and disposals.     5       23       (5)  
                                                                          -----    -----    ------ 
       Total gains (losses) on fixed maturity securities................     2       21       (7)  
                                                                          -----    -----    ------ 
Other net investment gains (losses):                                                               
 Equity securities......................................................    --       --       (1)  
 Mortgage loans.........................................................    --        3         2  
 Other limited partnership interests....................................    --        1       (1)  
 Other investment portfolio gains (losses)..............................     4       --        --  
                                                                          -----    -----    ------ 
        Total net investment gains (losses)............................. $   6    $  25    $  (7)  
                                                                          =====    =====    ====== 

 See "-- Related Party Investment Transactions" for discussion of affiliated
net investment gains (losses) related to transfers of invested assets to      
affiliates.                                                                   

Gains (losses) from foreign currency transactions included within net     
investment gains (losses) were ($1) million, less than $1 million and $1      
million for the years ended December 31, 2013, 2012 and 2011, respectively.   

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Sales or Disposals and Impairments of Fixed Maturity and Equity Securities    

  Proceeds from sales or disposals of fixed maturity and equity securities and
the components of fixed maturity and equity securities net investment gains   
(losses) are as shown in the table below. Investment gains and losses on sales
of securities are determined on a specific identification basis.              

                                                        [Enlarge/Download Table]

                                                          Years Ended December 31,                      
                                     -------------------------------------------------------------------
                                       2013     2012    2011   2013  2012  2011   2013    2012    2011  
                                     -------- -------- ------- ----- ----- ----- ------- ------- -------
                                     Fixed Maturity Securities Equity Securities          Total         
                                     ------------------------- ----------------- -----------------------
                                                                (In millions)                           
                                                                                                        
Proceeds............................ $  2,859 $  2,021 $ 2,510 $   7 $   3 $   5 $ 2,866 $ 2,024 $ 2,515
                                     ======== ======== ======= ===== ===== ===== ======= ======= =======
Gross investment gains.............. $     46 $     32 $    13 $  -- $  -- $  -- $    46 $    32 $    13
                                     -------- -------- ------- ----- ----- ----- ------- ------- -------
Gross investment losses.............     (41)      (9)    (18)    --    --    --    (41)     (9)    (18)
                                     -------- -------- ------- ----- ----- ----- ------- ------- -------
Total OTTI losses:                                                                                      
  Credit-related....................       --      (1)     (2)    --    --    --      --     (1)     (2)
  Other (1).........................      (3)      (1)      --    --    --   (1)     (3)     (1)     (1)
                                     -------- -------- ------- ----- ----- ----- ------- ------- -------
   Total OTTI losses................      (3)      (2)     (2)    --    --   (1)     (3)     (2)     (3)
                                     -------- -------- ------- ----- ----- ----- ------- ------- -------
    Net investment gains (losses)... $      2 $     21 $   (7) $  -- $  -- $ (1) $     2 $    21 $   (8)
                                     ======== ======== ======= ===== ===== ===== ======= ======= =======

--------                                                                        

(1)Other OTTI losses recognized in earnings include impairments on (i) equity   
securities, (ii) perpetual hybrid securities classified within fixed      
maturity securities where the primary reason for the impairment was the   
 severity and/or the duration of an unrealized loss position and (iii) fixed
maturity securities where there is an intent to sell or it is more likely 
than not that the Company will be required to sell the security before    
recovery of the decline in estimated fair value.                          

Credit Loss Rollforward                                                       

The table below presents a rollforward of the cumulative credit loss      
component of OTTI loss recognized in earnings on fixed maturity securities    
still held for which a portion of the OTTI loss was recognized in OCI:        

                                                        [Enlarge/Download Table]

                                                                       Years Ended December 31,
                                                                       ------------------------
                                                                          2013         2012    
                                                                       --------     --------   
                                                                         (In millions)         
                                                                                               
Balance, at January 1,................................................ $      1     $      1   
Additions:                                                                                     
  Initial impairments -- credit loss OTTI recognized on securities                             
   not previously impaired............................................       --            1   
Reductions:                                                                                    
  Sales (maturities, pay downs or prepayments) during the period of                            
   securities previously impaired as credit loss OTTI.................       --          (1)   
                                                                       --------     --------   
Balance, at December 31,.............................................. $      1     $      1   
                                                                       ========     ========   

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

5. Investments (continued)                                                      

Related Party Investment Transactions                                         

The Company transfers invested assets, primarily consisting of fixed      
maturity securities, to and from affiliates. Invested assets transferred to   
and from affiliates were as follows:                                          

                                                        [Enlarge/Download Table]

                                                                     Years Ended December 31,
                                                                     ------------------------
                                                                     2013     2012    2011   
                                                                      -----    -----   ----- 
                                                                       (In millions)         
                                                                                             
Estimated fair value of invested assets transferred to affiliates... $  33    $  --   $  --  
Amortized cost of invested assets transferred to affiliates......... $  31    $  --   $  --  
Net investment gains (losses) recognized on transfers............... $   2    $  --   $  --  
Estimated fair value of invested assets transferred from affiliates. $  77    $  --   $  --  

The Company has affiliated loans outstanding to wholly-owned real estate  
subsidiaries of an affiliate, MLIC, which are included in mortgage loans, with
a carrying value of $147 million and $117 million at December 31, 2013 and    
2012, respectively. A loan issued in 2013 for $30 million bears interest at   
one-month LIBOR + 4.50% with quarterly interest only payments of less than $1 
million through January 2017, when the principal balance is due. A loan with a
carrying value of $77 million, at both December 31, 2013 and 2012, bears      
interest at 7.26% due in quarterly principal and interest payments of $2      
million through January 2020, when the remaining principal balance is due. A  
loan with a carrying value of $40 million, at both December 31, 2013 and 2012,
bears interest at 7.01% with quarterly interest only payments of $1 million   
through January 2020, when the principal balance is due. These affiliated     
loans are secured by interests in the real estate subsidiaries, which own     
operating real estate with a fair value in excess of the loans. Net investment
income from these affiliated loans was $8 million, $8 million and $9 million  
for the years ended December 31, 2013, 2012 and 2011, respectively.           

The Company has affiliated loans outstanding which are included in other  
invested assets, totaling $125 million at both December 31, 2013 and 2012. At 
December 31, 2011, the loans were outstanding with Exeter, an affiliate.      
During 2012, MetLife assumed this affiliated debt from Exeter. The loans are  
due on December 16, 2021, and bears interest, payable semi-annually, at 5.86%.
Net investment income from these affiliated loans was $7 million, $7 million  
and less than $1 million for the years ended December 31, 2013, 2012 and 2011,
respectively.                                                                 

  In July 2013, the Company committed to lend up to $438 million to Exeter, an
affiliate, pursuant to a note purchase agreement. Pursuant to the agreement,  
the notes will be due not later than three years after issuance. The repayment
of any notes issued pursuant to this agreement is guaranteed by MetLife. In   
October 2013, pursuant to this agreement, the Company issued a loan to Exeter 
for $125 million, which is included in other invested assets, for the year    
ending December 31, 2013. The loan is due on October 15, 2015, and bears      
interest, payable semi-annually, at 2.47%. Net investment income from this    
loan was $1 million at December 31, 2013. The remaining total commitment to   
lend is $313 million at December 31, 2013.                                    

The Company receives investment administrative services from an affiliate.
The related investment administrative service charges were $13 million, $11   
million, and $10 million for the years ended December 31, 2013, 2012 and 2011,
respectively. The Company also had additional affiliated net investment income
(loss) of ($1) million for the year ended December 31, 2013 and less than $1  
million for both years ended December 31, 2012 and 2011.                      

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

6. Derivatives                                                                  

Accounting for Derivatives                                                      

See Note 1 for a description of the Company's accounting policies for       
derivatives and Note 7 for information about the fair value hierarchy for       
derivatives.                                                                    

Derivative Strategies                                                           

The Company is exposed to various risks relating to its ongoing business    
operations, including interest rate, foreign currency exchange rate, credit and 
equity market. The Company uses a variety of strategies to manage these risks,  
including the use of derivatives.                                               

Derivatives are financial instruments whose values are derived from interest
rates, foreign currency exchange rates, credit spreads and/or other financial   
indices. Derivatives may be exchange-traded or contracted in the                
over-the-counter ("OTC") market. Certain of the Company's OTC derivatives are   
cleared and settled through central clearing counterparties ("OTC-cleared"),    
while others are bilateral contracts between two counterparties                 
("OTC-bilateral"). The types of derivatives the Company uses include swaps,     
forwards, futures and option contracts. To a lesser extent, the Company uses    
credit default swaps to synthetically replicate investment risks and returns    
which are not readily available in the cash market.                             

Interest Rate Derivatives                                                     

The Company uses a variety of interest rate derivatives to reduce its       
exposure to changes in interest rates, including interest rate swaps, caps,     
floors and forwards.                                                            

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 amount. The Company utilizes   
interest rate swaps in fair value, cash flow and non-qualifying hedging         
relationships.                                                                  

The Company purchases interest rate caps and floors primarily to protect its
floating rate liabilities against rises in interest rates above a specified     
level, and against interest rate exposure arising from mismatches between       
assets and liabilities, as well as to protect its minimum rate guarantee        
liabilities against declines in interest rates below a specified level,         
respectively. In certain instances, the Company locks in the economic impact of 
existing purchased caps and floors by entering into offsetting written caps and 
floors. The Company utilizes interest rate caps and floors in non-qualifying    
hedging relationships.                                                          

The Company enters into interest rate forwards to buy and sell securities.  
The price is agreed upon at the time of the contract and payment for such a     
contract is made at a specified future date. The Company utilizes interest rate 
forwards in cash flow hedging relationships.                                    

To a lesser extent, the Company uses interest rate futures in non-qualifying
hedging relationships.                                                          

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

6. Derivatives (continued)                                                      

Foreign Currency Exchange Rate Derivatives                                    

The Company uses foreign currency swaps to reduce the risk from fluctuations
in foreign currency exchange rates associated with its assets and liabilities   
denominated in foreign currencies. In a foreign currency swap transaction, the  
Company agrees with another party to exchange, at specified intervals, the      
difference between one currency and another at a fixed exchange rate, generally 
set at inception, calculated by reference to an agreed upon notional amount.    
The notional amount of each currency is exchanged at the inception and          
termination of the currency swap by each party. The Company utilizes foreign    
currency swaps in cash flow and non-qualifying hedging relationships.           

To a lesser extent, the Company uses foreign currency forwards in           
non-qualifying hedging relationships.                                           

Credit Derivatives                                                            

The Company enters into purchased credit default swaps to hedge against     
credit-related changes in the value of its investments. In a credit default     
swap transaction, the Company agrees with another party to pay, at specified    
intervals, a premium to hedge credit risk. If a credit event occurs, as defined 
by the contract, the contract may be cash settled or it may be settled gross by 
the delivery of par quantities of the referenced investment equal to the        
specified swap notional in exchange for the payment of cash amounts by the      
counterparty equal to the par value of the investment surrendered. Credit       
events vary by type of issuer but typically include bankruptcy, failure to pay  
debt obligations, repudiation, moratorium, or involuntary restructuring. In     
each case, payout on a credit default swap is triggered only after the Credit   
Derivatives Determinations Committee of the International Swaps and Derivatives 
Association, Inc. ("ISDA") deems that a credit event has occurred. The Company  
utilizes credit default swaps in non-qualifying hedging relationships.          

The Company enters into written credit default swaps to synthetically create
credit investments that are either more expensive to acquire or otherwise       
unavailable in the cash markets. These transactions are a combination of a      
derivative and one or more cash instruments, such as U.S. Treasury securities,  
agency securities or other fixed maturity securities. These credit default      
swaps are not designated as hedging instruments.                                

Equity Derivatives                                                            

 The Company uses equity index options to reduce its exposure to equity market
risk in non-qualifying hedging relationships.                                   

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

6. Derivatives (continued)                                                      

Primary Risks Managed by Derivatives                                            

The following table presents the gross notional amount, estimated fair value
and primary underlying risk exposure of the Company's derivatives, excluding    
embedded derivatives, held at:                                                  

                                                        [Enlarge/Download Table]

                                                                                         December 31,                           
                                                                   -------------------------------------------------------------
                                                                               2013                           2012              
                                                                   ------------------------------ ------------------------------
                                                                             Estimated Fair Value           Estimated Fair Value
                                                                             --------------------           --------------------
                                                                   Notional                       Notional                      
                                 Primary Underlying Risk Exposure   Amount   Assets  Liabilities   Amount   Assets  Liabilities 
                                 --------------------------------  --------- ------  -----------  --------- ------  ----------- 
                                                                                         (In millions)                          
Derivatives Designated as Hedging Instruments                                                                                   
                                                                                                                                
Fair value hedges:                                                                                                              
  Interest rate swaps........... Interest rate.................... $     112 $    1    $    1     $     101 $   --    $    2    
                                                                   --------- ------    ------     --------- ------    ------    
   Subtotal....................................................          112      1         1           101     --         2    
                                                                   --------- ------    ------     --------- ------    ------    
Cash flow hedges:                                                                                                               
  Interest rate swaps........... Interest rate....................       377      3        29           483     59        --    
  Interest rate forwards........ Interest rate....................       145      3         1           260     53        --    
  Foreign currency swaps........ Foreign currency exchange rate...       200      1        21           183      2         6    
                                                                   --------- ------    ------     --------- ------    ------    
   Subtotal....................................................          722      7        51           926    114         6    
                                                                   --------- ------    ------     --------- ------    ------    
    Total qualifying hedges...................................     $     834 $    8    $   52     $   1,027 $  114    $    8    
                                                                   --------- ------    ------     --------- ------    ------    
Derivatives Not Designated or Not Qualifying as Hedging Instruments                                                             
Interest rate swaps............. Interest rate.................... $   2,975 $   71    $   38     $   1,587 $   96    $   10    
Interest rate floors............ Interest rate....................     6,000     29        29         6,000     93        91    
Interest rate caps.............. Interest rate....................     2,000      5        --         1,500     --        --    
Interest rate futures........... Interest rate....................        --     --        --            44     --         1    
Foreign currency swaps.......... Foreign currency exchange rate...       173      1        15           120      1         4    
Foreign currency forwards....... Foreign currency exchange rate...         7     --        --                                   
Credit default                                                                                                                  
 swaps -- purchased............. Credit...........................        24     --        --            24     --        --    
Credit default swaps -- written. Credit...........................       528     11        --           624      5        --    
Equity options.................. Equity market....................        72     --        --            36     --        --    
                                                                   --------- ------    ------     --------- ------    ------    
   Total non-designated or non-qualifying derivatives..........       11,779    117        82         9,935    195       106    
                                                                   --------- ------    ------     --------- ------    ------    
    Total.....................................................     $  12,613 $  125    $  134     $  10,962 $  309    $  114    
                                                                   ========= ======    ======     ========= ======    ======    

 Based on notional amounts, a substantial portion of the Company's derivatives
was not designated or did not qualify as part of a hedging relationship at both 
December 31, 2013 and 2012. The Company's use of derivatives includes           
(i) derivatives that serve as macro hedges of the Company's exposure to various 
risks and that generally do not qualify for hedge accounting due to the         
criteria required under the portfolio hedging rules; (ii) derivatives that      
economically hedge insurance liabilities that contain mortality or morbidity    
risk and that generally do not qualify for hedge accounting because the lack of 
these risks in the derivatives cannot support an expectation of a highly        
effective hedging relationship; (iii) derivatives that economically hedge       
embedded derivatives that do not qualify for hedge accounting because the       
changes in estimated fair value of the embedded derivatives are already         
recorded in net income; and (iv) written credit default swaps that are used to  
synthetically create credit investments and that do not qualify for hedge       
accounting because they do not involve a hedging relationship. For these        
non-qualified derivatives, changes in market factors can lead to the            
recognition of fair value changes in the consolidated statement of operations   
without an offsetting gain or loss recognized in earnings for the item being    
hedged.                                                                         

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

6. Derivatives (continued)                                                      

Net Derivative Gains (Losses)                                                   

The components of net derivative gains (losses) were as follows:          

                                                                [Download Table]

                                             Years Ended December 31,  
                                            ---------------------------
                                               2013      2012     2011 
                                            ---------- --------- ------
                                                   (In millions)       
                                                                       
Derivatives and hedging gains (losses) (1). $     (82) $      37 $  191
Embedded derivatives.......................      (923)     1,098    534
                                            ---------- --------- ------
 Total net derivative gains (losses)....... $  (1,005) $   1,135 $  725
                                            ========== ========= ======

--------                                                                        
(1)Includes foreign currency transaction gains (losses) on hedged items in cash 
flow and non-qualifying hedging relationships, which are not presented    
elsewhere in this note.                                                   

The amount the Company recognized in net investment income from settlement  
payments related to qualifying hedges for the years ended December 31, 2013,    
2012 and 2011 was not significant.                                              

The Company recognized $71 million, $60 million and $36 million of net      
derivative gains (losses) from settlement payments related to non-qualifying    
hedges for the years ended December 31, 2013, 2012 and 2011, respectively.      

Non-Qualifying Derivatives and Derivatives for Purposes Other Than Hedging      

The following table presents the amount and location of gains (losses)      
recognized in income for derivatives that were not designated or qualifying as  
hedging instruments:                                                            

                                                                [Download Table]

                                                  Net          Net    
                                               Derivative   Investment
                                             Gains (Losses) Income (1)
                                             -------------- ----------
                                                   (In millions)      
                                                                      
Year Ended December 31, 2013:                                         
 Interest rate derivatives..................  $     (162)    $     -- 
 Foreign currency exchange rate derivatives.         (13)          -- 
 Credit derivatives -- purchased............           --          -- 
 Credit derivatives -- written..............           13          -- 
 Equity derivatives.........................           --         (1) 
                                              -----------    -------- 
   Total....................................  $     (162)    $    (1) 
                                              ===========    ======== 
Year Ended December 31, 2012:                                         
 Interest rate derivatives..................  $      (29)    $     -- 
 Foreign currency exchange rate derivatives.          (3)          -- 
 Credit derivatives -- purchased............          (3)          -- 
 Credit derivatives -- written..............           11          -- 
 Equity derivatives.........................           --         (1) 
                                              -----------    -------- 
   Total....................................  $      (24)    $    (1) 
                                              ===========    ======== 
Year Ended December 31, 2011:                                         
 Interest rate derivatives..................  $       143    $     -- 
 Foreign currency exchange rate derivatives.           --          -- 
 Credit derivatives -- purchased............            2          -- 
 Credit derivatives -- written..............          (1)          -- 
 Equity derivatives.........................           --         (2) 
                                              -----------    -------- 
   Total....................................  $       144    $    (2) 
                                              ===========    ======== 

--------                                                                        
(1)Changes in estimated fair value related to economic hedges of equity method  
investments in joint ventures.                                            

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

6. Derivatives (continued)                                                      

Fair Value Hedges                                                               

The Company designates and accounts for interest rate swaps to convert fixed
rate assets to floating rate assets as fair value hedges when they have met the 
requirements of fair value hedging.                                             

The amount the Company recognized in net derivative gains (losses)          
representing the ineffective portion of all fair value hedges was not           
significant for both years ended December 31, 2013 and 2011, and was ($1)       
million for the year ended December 31, 2012. Changes in the fair value of the  
derivatives recognized in net derivative gains (losses) were $2 million and     
($2) million for the years ended December 31, 2013 and 2012, respectively, and  
not significant for the year ended December 31, 2011. Changes in the fair value 
of the hedged items recognized in net derivative gains (losses) were ($2)       
million and $1 million for the years ended December 31, 2013 and 2012,          
respectively, and not significant for the year ended December 31, 2011.         

All components of each derivative's gain or loss were included in the       
assessment of hedge effectiveness.                                              

Cash Flow Hedges                                                                

The Company designates and accounts for the following as cash flow hedges   
when they have met the requirements of cash flow hedging: (i) foreign currency  
swaps to hedge the foreign currency cash flow exposure of foreign currency      
denominated assets and liabilities; (ii) interest rate forwards to lock in the  
price to be paid for forward purchases of investments; and (iii) interest rate  
swaps and interest rate forwards to hedge the forecasted purchases of           
fixed-rate investments.                                                         

In certain instances, the Company discontinued cash flow hedge accounting   
because the forecasted transactions were no longer probable of occurring.       
Because certain of the forecasted transactions also were not probable of        
occurring within two months of the anticipated date, the Company reclassified   
certain amounts from AOCI into net derivative gains (losses). These amounts     
were $0, $0, and $1 million for the years ended December 31, 2013, 2012 and     
2011, respectively.                                                             

At December 31, 2013 and 2012, the maximum length of time over which the    
Company was hedging its exposure to variability in future cash flows for        
forecasted transactions did not exceed six years and seven years, respectively. 

At December 31, 2013 and 2012, the balance in AOCI associated with cash flow
hedges was $4 million and $142 million, respectively.                           

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

6. Derivatives (continued)                                                      

The following table presents the effects of derivatives in cash flow hedging
relationships on the consolidated statements of operations and the consolidated 
statements of stockholder's equity:                                             

                                                                [Download Table]

                                                         Amount and Location     
                                 Amount of Gains          of Gains (Losses)      
Derivatives in Cash Flow       (Losses) Deferred in       Reclassified from      
Hedging Relationships          AOCI on Derivatives     AOCI into Income (Loss)   
------------------------------ -------------------- -----------------------------
                               (Effective Portion)       (Effective Portion)     
                               -------------------- -----------------------------
                                                    Net Derivative Net Investment
                                                    Gains (Losses)     Income    
                                                    -------------- --------------
                                                 (In millions)                   
                                                                                 
Year Ended December 31, 2013:                                                    
Interest rate swaps...........    $        (84)       $       --     $      --   
Interest rate forwards........             (33)                6             1   
Foreign currency swaps........             (15)              (1)            --   
                                  -------------       ----------     ---------   
 Total........................    $       (132)       $        5     $       1   
                                  =============       ==========     =========   
Year Ended December 31, 2012:                                                    
Interest rate swaps...........    $          27       $       --     $      --   
Interest rate forwards........              (1)                1            --   
Foreign currency swaps........              (9)               --            --   
                                  -------------       ----------     ---------   
 Total........................    $          17       $        1     $      --   
                                  =============       ==========     =========   
Year Ended December 31, 2011:                                                    
Interest rate swaps...........    $          57       $        1     $      --   
Interest rate forwards........              144                9            --   
Foreign currency swaps........                7              (1)            --   
                                  -------------       ----------     ---------   
 Total........................    $         208       $        9     $      --   
                                  =============       ==========     =========   

All components of each derivative's gain or loss were included in the       
assessment of hedge effectiveness.                                              

At December 31, 2013, ($1) million of deferred net gains (losses) on        
derivatives in AOCI was expected to be reclassified to earnings within the next 
12 months.                                                                      

Credit Derivatives                                                              

In connection with synthetically created credit investment transactions, the
Company writes credit default swaps for which it receives a premium to insure   
credit risk. Such credit derivatives are included within the non-qualifying     
derivatives and derivatives for purposes other than hedging table. If a credit  
event occurs, as defined by the contract, the contract may be cash settled or   
it may be settled gross by the Company paying the counterparty the specified    
swap notional amount in exchange for the delivery of par quantities of the      
referenced credit obligation. The Company's maximum amount at risk, assuming    
the value of all referenced credit obligations is zero, was $528 million and    
$624 million at December 31, 2013 and 2012, respectively. The Company can       
terminate these contracts at any time through cash settlement with the          
counterparty at an amount equal to the then current fair value of the credit    
default swaps. At December 31, 2013 and 2012, the Company would have received   
$11 million and $5 million, respectively, to terminate all of these contracts.  

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

6. Derivatives (continued)                                                      

The following table presents the estimated fair value, maximum amount of    
future payments and weighted average years to maturity of written credit        
default swaps at:                                                               

                                                        [Enlarge/Download Table]

                                                                           December 31,                                   
                                         ---------------------------------------------------------------------------------
                                                           2013                                     2012                  
                                         ---------------------------------------- ----------------------------------------
                                         Estimated      Maximum                   Estimated      Maximum                  
                                         Fair Value Amount of Future   Weighted   Fair Value Amount of Future   Weighted  
                                         of Credit   Payments under    Average    of Credit   Payments under    Average   
Rating Agency Designation of Referenced   Default    Credit Default    Years to    Default    Credit Default    Years to  
Credit Obligations (1)                     Swaps       Swaps (2)     Maturity (3)   Swaps       Swaps (2)     Maturity (3)
---------------------------------------  ---------- ---------------- ------------ ---------- ---------------- ------------
                                                (In millions)                            (In millions)                    
                                                                                                                          
   Aaa/Aa/A                                                                                                               
   Single name credit default swaps                                                                                       
     (corporate)........................  $      1    $        30             3.0  $     1     $        43             2.9
   Credit default swaps referencing                                                                                       
     indices............................        --             42             0.8       --              42             1.8
                                         ---------- ----------------              ---------- ----------------             
    Subtotal............................         1             72             1.7        1              85             2.3
                                         ---------- ----------------              ---------- ----------------             
   Baa                                                                                                                    
   Single name credit default swaps                                                                                       
     (corporate)........................         2            110             2.7        1              80             3.6
   Credit default swaps referencing                                                                                       
     indices............................         5            310             5.0        3             423             4.5
                                         ---------- ----------------              ---------- ----------------             
    Subtotal............................         7            420             4.4        4             503             4.4
                                         ---------- ----------------              ---------- ----------------             
   B                                                                                                                      
   Single name credit default swaps                                                                                       
     (corporate)........................        --             --              --       --              --              --
   Credit default swaps referencing                                                                                       
     indices............................         3             36             5.0       --              36             5.0
                                         ---------- ----------------              ---------- ----------------             
    Subtotal............................         3             36             5.0       --              36             5.0
                                         ---------- ----------------              ---------- ----------------             
      Total.............................  $     11    $       528             4.1  $     5     $       624             4.1
                                         ========== ================              ========== ================             

--------                                                                        

(1)The rating agency designations are based on availability and the midpoint of 
 the applicable ratings among Moody's Investors Service ("Moody's"), S&P and
Fitch Ratings. If no rating is available from a rating agency, then an    
internally developed rating is used.                                      

(2)Assumes the value of the referenced credit obligations is zero.              

(3)The weighted average years to maturity of the credit default swaps is        
calculated based on weighted average notional amounts.                    

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

6. Derivatives (continued)                                                      

Credit Risk on Freestanding Derivatives                                         

The Company may be exposed to credit-related losses in the event of         
nonperformance by counterparties to derivatives. Generally, the current credit  
exposure of the Company's derivatives is limited to the net positive estimated  
fair value of derivatives at the reporting date after taking into consideration 
the existence of master netting or similar agreements and any collateral        
received pursuant to such agreements.                                           

The Company manages its credit risk related to derivatives by entering into 
transactions with creditworthy counterparties and establishing and monitoring   
exposure limits. The Company's OTC-bilateral derivative transactions are        
generally governed by ISDA Master Agreements which provide for legally          
enforceable set-off and close-out netting of exposures to specific              
counterparties in the event of early termination of a transaction, which        
includes, but is not limited to, events of default and bankruptcy. In the event 
of an early termination, the Company is permitted to set off receivables from   
the counterparty against payables to the same counterparty arising out of all   
included transactions. Substantially all of the Company's ISDA Master           
Agreements also include Credit Support Annex provisions which require both the  
pledging and accepting of collateral in connection with its OTC-bilateral       
derivatives.                                                                    

The Company's OTC-cleared derivatives are effected through central clearing 
counterparties and its exchange-traded derivatives are effected through         
regulated exchanges. Such positions are marked to market and margined on a      
daily basis, and the Company has minimal exposure to credit-related losses in   
the event of nonperformance by counterparties to such derivatives.              

 See Note 7 for a description of the impact of credit risk on the valuation of
derivatives.                                                                    

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

6. Derivatives (continued)                                                      

The estimated fair value of the Company's net derivative assets and net     
derivative liabilities after the application of master netting agreements and   
collateral was as follows at:                                                   

                                                        [Enlarge/Download Table]

                                                                              December 31, 2013   December 31, 2012  
                                                                              ------------------ --------------------
Derivatives Subject to a Master Netting Arrangement or a Similar Arrangement  Assets Liabilities  Assets  Liabilities
----------------------------------------------------------------------------  ------ ----------- -------- -----------
                                                                                           (In millions)             
                                                                                                                     
 Gross estimated fair value of derivatives:                                                                          
  OTC-bilateral (1).......................................................... $  119   $   134   $    323   $   126  
  OTC-cleared (1)............................................................     15         8         --        --  
  Exchange-traded............................................................     --        --         --         1  
                                                                              ------   -------   --------   -------  
    Total gross estimated fair value of derivatives (1)......................    134       142        323       127  
 Amounts offset in the consolidated balance sheets...........................     --        --         --        --  
                                                                              ------   -------   --------   -------  
 Estimated fair value of derivatives presented in the consolidated balance                                           
   sheets (1)................................................................    134       142        323       127  
 Gross amounts not offset in the consolidated balance sheets:                                                        
  Gross estimated fair value of derivatives: (2)                                                                     
    OTC-bilateral............................................................   (80)      (80)       (22)      (22)  
    OTC-cleared..............................................................    (6)       (6)         --        --  
    Exchange-traded..........................................................     --        --         --        --  
  Cash collateral: (3)                                                                                               
    OTC-bilateral............................................................   (39)        --      (249)        --  
    OTC-cleared..............................................................    (8)       (1)         --        --  
    Exchange-traded..........................................................     --        --         --       (1)  
  Securities collateral: (4)                                                                                         
    OTC-bilateral............................................................    (1)      (50)       (52)     (101)  
    OTC-cleared..............................................................     --        --         --        --  
    Exchange-traded..........................................................     --        --         --        --  
                                                                              ------   -------   --------   -------  
 Net amount after application of master netting agreements and collateral.... $   --   $     5   $     --   $     3  
                                                                              ======   =======   ========   =======  

--------                                                                        

(1)At December 31, 2013 and 2012, derivative assets include income or expense   
  accruals reported in accrued investment income or in other liabilities of $9
million and $14 million, respectively, and derivative liabilities include 
  income or expense accruals reported in accrued investment income or in other
liabilities of $8 million and $13 million, respectively.                  

(2)Estimated fair value of derivatives is limited to the amount that is subject 
to set-off and includes income or expense accruals.                       

(3)Cash collateral received is included in cash and cash equivalents,           
 short-term investments, or in fixed maturity securities, and the obligation
 to return it is included in payables for collateral under securities loaned
and other transactions in the consolidated balance sheets. The receivable 
for the return of cash collateral provided by the Company is inclusive of 
initial margin on exchange-traded and OTC-cleared derivatives and is      
 included in premiums, reinsurance and other receivables in the consolidated
balance                                                                   

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

6. Derivatives (continued)                                                      

sheets. The amount of cash collateral offset in the table above is limited
 to the net estimated fair value of derivatives after application of netting
 agreements. At December 31, 2013 and 2012, the Company received excess cash
collateral of $5 million and $0, respectively, and provided excess cash   
  collateral of $1 million and $1 million, respectively, which is not included
in the table above due to the foregoing limitation.                       

(4)Securities collateral received by the Company is held in separate custodial  
 accounts and is not recorded on the consolidated balance sheets. Subject to
certain constraints, the Company is permitted by contract to sell or      
repledge this collateral, but at December 31, 2013 none of the collateral 
 had been sold or repledged. Securities collateral pledged by the Company is
reported in fixed maturity securities in the consolidated balance sheets. 
  Subject to certain constraints, the counterparties are permitted by contract
to sell or repledge this collateral. The amount of securities collateral  
offset in the table above is limited to the net estimated fair value of   
 derivatives after application of netting agreements and cash collateral. At
December 31, 2013 and 2012, the Company received excess securities        
collateral with an estimated fair value of $4 million and $12 million,    
respectively, for its OTC-bilateral derivatives, which are not included in
the table above due to the foregoing limitation. At December 31, 2013 and 
2012, the Company provided excess securities collateral with an estimated 
  fair value of $0 and $0, respectively, for its OTC-bilateral derivatives and
  $12 million and $0, respectively, for its OTC-cleared derivatives, which are
not included in the table above due to the foregoing limitation. At both  
December 31, 2013 and 2012, the Company did not pledge any securities     
collateral for its exchange-traded derivatives.                           

The Company's collateral arrangements for its OTC-bilateral derivatives     
generally require the counterparty in a net liability position, after           
considering the effect of netting agreements, to pledge collateral when the     
fair value of that counterparty's derivatives reaches a pre-determined          
threshold. Certain of these arrangements also include financial                 
strength-contingent provisions that provide for a reduction of these thresholds 
(on a sliding scale that converges toward zero) in the event of downgrades in   
the financial strength ratings of the Company and/or the credit rating of the   
counterparty. In addition, certain of the Company's netting agreements for      
derivatives contain provisions that require both the Company and the            
counterparty to maintain a specific investment grade financial strength or      
credit rating from each of Moody's and S&P. If a party's financial strength or  
credit ratings were to fall below that specific investment grade financial      
strength or credit rating, that party would be in violation of these            
provisions, and the other party to the derivatives could terminate the          
transactions and demand immediate settlement and payment based on such party's  
reasonable valuation of the derivatives.                                        

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

6. Derivatives (continued)                                                      

The following table presents the estimated fair value of the Company's      
OTC-bilateral derivatives that are in a net liability position after            
considering the effect of netting agreements, together with the estimated fair  
value and balance sheet location of the collateral pledged. The table also      
presents the incremental collateral that the Company would be required to       
provide if there was a one notch downgrade in the Company's financial strength  
rating at the reporting date or if the Company's financial strength rating      
sustained a downgrade to a level that triggered full overnight                  
collateralization or termination of the derivative position at the reporting    
date. OTC-bilateral derivatives that are not subject to collateral agreements   
are excluded from this table.                                                   

                                                        [Enlarge/Download Table]

                                  Estimated Fair Value of        Fair Value of Incremental        
                                   Collateral Provided:          Collateral Provided Upon:        
                                  ----------------------- ----------------------------------------
                                                                        Downgrade in the Company's
                                                            One Notch   Financial Strength Rating 
                     Estimated                            Downgrade in       to a Level that      
                   Fair Value of                          the Company's  Triggers Full Overnight  
                   Derivatives in                           Financial      Collateralization or   
                   Net Liability      Fixed Maturity        Strength          Termination of      
                    Position (1)        Securities           Rating      the Derivative Position  
                   -------------- ----------------------- ------------- --------------------------
                                                    (In millions)                                 
                                                                                                  
December 31, 2013.   $         54            $         50   $        --     $                    2
December 31, 2012.   $        104            $        101   $        --     $                    7

--------                                                                        

(1)After taking into consideration the existence of netting agreements.         

Embedded Derivatives                                                            

The Company issues certain products or purchases certain investments that   
contain embedded derivatives that are required to be separated from their host  
contracts and accounted for as freestanding derivatives. These host contracts   
principally include: variable annuities with guaranteed minimum benefits,       
including GMWBs, GMABs and certain GMIBs; affiliated ceded reinsurance of       
guaranteed minimum benefits related to GMWBs, GMABs and certain GMIBs; and      
funds withheld on ceded reinsurance.                                            

The following table presents the estimated fair value and balance sheet     
location of the Company's embedded derivatives that have been separated from    
their host contracts at:                                                        

                                                        [Enlarge/Download Table]

                                                                                         December 31,    
                                                                                      -------------------
                                                            Balance Sheet Location       2013      2012  
                                                           -------------------------- ---------- --------
                                                                                         (In millions)   
                                                                                                         
Net embedded derivatives within asset host contracts:                                                    
 Ceded guaranteed minimum benefits........................ Premiums, reinsurance and                     
                                                           other receivables......... $      642 $  3,891
 Options embedded in debt or equity securities............ Investments...............       (16)      (5)
                                                                                      ---------- --------
   Net embedded derivatives within asset host contracts...........................    $      626 $  3,886
                                                                                      ========== ========
Net embedded derivatives within liability host contracts:                                                
 Direct guaranteed minimum benefits....................... PABs...................... $  (1,248) $    660
 Funds withheld on ceded reinsurance...................... Other liabilities.........         34      552
                                                                                      ---------- --------
   Net embedded derivatives within liability host contracts.......................    $  (1,214) $  1,212
                                                                                      ========== ========

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

6. Derivatives (continued)                                                      

The following table presents changes in estimated fair value related to     
embedded derivatives:                                                           

                                                                [Download Table]

                                        Years Ended December 31,
                                        ------------------------
                                          2013     2012    2011 
                                        -------- -------- ------
                                             (In millions)      
                                                                
Net derivative gains (losses) (1), (2). $  (923) $  1,098 $  534

--------                                                                        

(1)The valuation of direct guaranteed minimum benefits includes a               
  nonperformance risk adjustment. The amounts included in net derivative gains
(losses) in connection with this adjustment, were ($151) million, ($225)  
million and $346 million for the years ended December 31, 2013, 2012 and  
2011, respectively. In addition, the valuation of ceded guaranteed minimum
 benefits includes a nonperformance risk adjustment. The amounts included in
net derivative gains (losses) in connection with this adjustment, were    
$76 million, $124 million and ($476) million for the years ended          
December 31, 2013, 2012 and 2011, respectively.                           

(2)See Note 4 for discussion of affiliated net derivative gains (losses)        
included in the table above.                                              

7. Fair Value                                                                   

When developing estimated fair values, the Company considers three broad    
valuation techniques: (i) the market approach, (ii) the income approach, and    
(iii) the cost approach. The Company determines the most appropriate valuation  
technique to use, given what is being measured and the availability of          
sufficient inputs, giving priority to observable inputs. The Company            
categorizes its assets and liabilities measured at estimated fair value into a  
three-level hierarchy, based on the significant input with the lowest level in  
its valuation. The input levels are as follows:                                 

Level 1  Unadjusted quoted prices in active   
   markets for identical assets or
    liabilities. The Company defines
   active markets based on average
         trading volume for equity securities.
     The size of the bid/ask spread is
  used as an indicator of market
activity for fixed maturity 
securities.                 

Level 2  Quoted prices in markets that are not
        active or inputs that are observable
        either directly or indirectly. These
        inputs can include quoted prices for
       similar assets or liabilities other
         than quoted prices in Level 1, quoted
  prices in markets that are not
       active, or other significant inputs
         that are observable or can be derived
       principally from or corroborated by
observable market data for  
      substantially the full term of the
assets or liabilities.      

Level 3  Unobservable inputs that are         
    supported by little or no market
       activity and are significant to the
         determination of estimated fair value
 of the assets or liabilities.
   Unobservable inputs reflect the
      reporting entity's own assumptions
     about the assumptions that market
         participants would use in pricing the
asset or liability.         

Financial markets are susceptible to severe events evidenced by rapid       
depreciation in asset values accompanied by a reduction in asset liquidity. The 
Company's ability to sell securities, or the price ultimately realized for      
these securities, depends upon the demand and liquidity in the market and       
increases the use of judgment in determining the estimated fair value of        
certain securities.                                                             

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

Considerable judgment is often required in interpreting market data to      
develop estimates of fair value, and the use of different assumptions or        
valuation methodologies may have a material effect on the estimated fair value  
amounts.                                                                        

Recurring Fair Value Measurements                                               

The assets and liabilities measured at estimated fair value on a recurring  
basis and their corresponding placement in the fair value hierarchy are         
presented below.                                                                

                                                        [Enlarge/Download Table]

                                                                              December 31, 2013                
                                                              -------------------------------------------------
                                                                    Fair Value Hierarchy                       
                                                              ---------------------------------                
                                                                                                Total Estimated
                                                               Level 1   Level 2     Level 3      Fair Value   
                                                              --------- ---------- ------------ ---------------
                                                                             (In millions)                     
                                                                                                               
Assets                                                                                                         
Fixed maturity securities:                                                                                     
  U.S. corporate............................................. $      -- $    4,397 $        174    $      4,571
  U.S. Treasury and agency...................................       841      1,169           --           2,010
  Foreign corporate..........................................        --      1,441          308           1,749
  RMBS.......................................................        --      1,057          117           1,174
  State and political subdivision............................        --        825           --             825
  ABS........................................................        --        278           95             373
  CMBS.......................................................        --        306           35             341
  Foreign government.........................................        --        171           --             171
                                                              --------- ---------- ------------ ---------------
   Total fixed maturity securities...........................       841      9,644          729          11,214
                                                              --------- ---------- ------------ ---------------
Equity securities:                                                                                             
  Non-redeemable preferred stock.............................        --         79           --              79
  Common stock...............................................        --         20           --              20
                                                              --------- ---------- ------------ ---------------
   Total equity securities...................................        --         99           --              99
                                                              --------- ---------- ------------ ---------------
Short-term investments.......................................         3        501           --             504
Derivative assets: (1)                                                                                         
  Interest rate..............................................        --        108            4             112
  Foreign currency exchange rate.............................        --          2           --               2
  Credit.....................................................        --         11           --              11
                                                              --------- ---------- ------------ ---------------
   Total derivative assets...................................        --        121            4             125
Net embedded derivatives within asset host contracts (2).....        --         --          642             642
Separate account assets (3)..................................       118     81,627           --          81,745
                                                              --------- ---------- ------------ ---------------
    Total assets............................................. $     962 $   91,992 $      1,375    $     94,329
                                                              ========= ========== ============ ===============
Liabilities                                                                                                    
Derivative liabilities: (1)                                                                                    
  Interest rate.............................................. $      -- $       97 $          1    $         98
  Foreign currency exchange rate.............................        --         36           --              36
                                                              --------- ---------- ------------ ---------------
   Total derivative liabilities..............................        --        133            1             134
Net embedded derivatives within liability host contracts (2).        --         --      (1,214)         (1,214)
                                                              --------- ---------- ------------ ---------------
    Total liabilities........................................ $      -- $      133 $    (1,213)    $    (1,080)
                                                              ========= ========== ============ ===============

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

                                                        [Enlarge/Download Table]

                                                                             December 31, 2012                
                                                              ------------------------------------------------
                                                                    Fair Value Hierarchy                      
                                                              --------------------------------                
                                                                                               Total Estimated
                                                               Level 1    Level 2    Level 3     Fair Value   
                                                              ---------- ---------- ---------- ---------------
                                                                             (In millions)                    
                                                                                                              
Assets                                                                                                        
Fixed maturity securities:                                                                                    
  U.S. corporate............................................. $       -- $    4,475 $      233     $     4,708
  U.S. Treasury and agency...................................        297        994         --           1,291
  Foreign corporate..........................................         --      1,624        306           1,930
  RMBS.......................................................         --      1,418         48           1,466
  State and political subdivision............................         --        924         --             924
  ABS........................................................         --        288         72             360
  CMBS.......................................................         --        516         11             527
  Foreign government.........................................         --        179          2             181
                                                              ---------- ---------- ---------- ---------------
   Total fixed maturity securities...........................        297     10,418        672          11,387
                                                              ---------- ---------- ---------- ---------------
Equity securities:                                                                                            
  Non-redeemable preferred stock.............................         --         22          1              23
  Common stock...............................................         --         11         --              11
                                                              ---------- ---------- ---------- ---------------
   Total equity securities...................................         --         33          1              34
                                                              ---------- ---------- ---------- ---------------
Short-term investments.......................................        245        477         --             722
Derivative assets: (1)                                                                                        
  Interest rate..............................................         --        248         53             301
  Foreign currency exchange rate.............................         --          3         --               3
  Credit.....................................................         --          4          1               5
                                                              ---------- ---------- ---------- ---------------
   Total derivative assets...................................         --        255         54             309
Net embedded derivatives within asset host contracts (2).....         --         --      3,891           3,891
Separate account assets (3)..................................         75     70,801         --          70,876
                                                              ---------- ---------- ---------- ---------------
    Total assets............................................. $      617 $   81,984 $    4,618     $    87,219
                                                              ========== ========== ========== ===============
Liabilities                                                                                                   
Derivative liabilities: (1)                                                                                   
  Interest rate.............................................. $        1 $      103 $       --     $       104
  Foreign currency exchange rate.............................         --         10         --              10
                                                              ---------- ---------- ---------- ---------------
   Total derivative liabilities..............................          1        113         --             114
Net embedded derivatives within liability host contracts (2).         --         --      1,212           1,212
                                                              ---------- ---------- ---------- ---------------
    Total liabilities........................................ $        1 $      113 $    1,212     $     1,326
                                                              ========== ========== ========== ===============

--------                                                                        

(1)Derivative assets are presented within other invested assets in the          
 consolidated balance sheets and derivative liabilities are presented within
other liabilities in the consolidated balance sheets. The amounts are     
presented gross in the tables above to reflect the presentation in the    
consolidated balance sheets, but are presented net for purposes of the    
rollforward in the Fair Value Measurements Using Significant Unobservable 
Inputs (Level 3) tables.                                                  

(2)Net embedded derivatives within asset host contracts are presented within    
premiums, reinsurance and other receivables in the consolidated balance   
sheets. Net embedded derivatives within liability host contracts are      
presented primarily within PABs and other liabilities in the consolidated 
balance sheets. At December 31, 2013 and 2012, equity securities also     
included embedded derivatives of ($16) million and ($5) million,          
respectively.                                                             

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

(3)Investment performance related to separate account assets is fully offset by 
corresponding amounts credited to contractholders whose liability is      
 reflected within separate account liabilities. Separate account liabilities
are set equal to the estimated fair value of separate account assets.     

The following describes the valuation methodologies used to measure assets  
and liabilities at fair value. The description includes the valuation           
techniques and key inputs for each category of assets or liabilities that are   
classified within Level 2 and Level 3 of the fair value hierarchy.              

Investments                                                                   

Valuation Controls and Procedures                                           

 On behalf of the Company and MetLife, Inc.'s Chief Investment Officer and
Chief Financial Officer, a pricing and valuation committee that is          
independent of the trading and investing functions and comprised of senior  
management, provides oversight of control systems and valuation policies for
securities, mortgage loans and derivatives. On a quarterly basis, this      
committee reviews and approves new transaction types and markets, ensures   
that observable market prices and market-based parameters are used for      
valuation, wherever possible, and determines that judgmental valuation      
adjustments, when applied, are based upon established policies and are      
 applied consistently over time. This committee also provides oversight of the
selection of independent third party pricing providers and the controls and 
procedures to evaluate third party pricing. Periodically, the Chief         
Accounting Officer reports to MetLife Insurance Company of Connecticut's    
Audit Committee regarding compliance with fair value accounting standards.  

The Company reviews its valuation methodologies on an ongoing basis and 
revises those methodologies when necessary based on changing market         
conditions. Assurance is gained on the overall reasonableness and consistent
 application of input assumptions, valuation methodologies and compliance with
fair value accounting standards through controls designed to ensure         
valuations represent an exit price. Several controls are utilized, including
certain monthly controls, which include, but are not limited to, analysis of
portfolio returns to corresponding benchmark returns, comparing a sample of 
executed prices of securities sold to the fair value estimates, comparing   
fair value estimates to management's knowledge of the current market,       
reviewing the bid/ask spreads to assess activity, comparing prices from     
multiple independent pricing services and ongoing due diligence to confirm  
that independent pricing services use market-based parameters. The process  
includes a determination of the observability of inputs used in estimated   
fair values received from independent pricing services or brokers by        
 assessing whether these inputs can be corroborated by observable market data.
The Company ensures that prices received from independent brokers, also     
 referred to herein as "consensus pricing," represent a reasonable estimate of
 fair value by considering such pricing relative to the Company's knowledge of
the current market dynamics and current pricing for similar financial       
instruments. While independent non-binding broker quotations are utilized,  
they are not used for a significant portion of the portfolio. For example,  
fixed maturity securities priced using independent non-binding broker       
quotations represent less than 1% of the total estimated fair value of fixed
 maturity securities and 9% of the total estimated fair value of Level 3 fixed
maturity securities.                                                        

  The Company also applies a formal process to challenge any prices received
from independent pricing services that are not considered representative of 
estimated fair value. If prices received from independent pricing services  
are not considered reflective of market activity or representative of       
estimated fair value,                                                       

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

independent non-binding broker quotations are obtained, or an internally    
developed valuation is prepared. Internally developed valuations of current 
estimated fair value, which reflect internal estimates of liquidity and     
nonperformance risks, compared with pricing received from the independent   
pricing services, did not produce material differences in the estimated fair
values for the majority of the portfolio; accordingly, overrides were not   
material. This is, in part, because internal estimates of liquidity and     
nonperformance risks are generally based on available market evidence and   
estimates used by other market participants. In the absence of such         
market-based evidence, management's best estimate is used.                  

Securities and Short-term Investments                                       

  When available, the estimated fair value of these financial instruments is
based on quoted prices in active markets that are readily and regularly     
obtainable. Generally, these are the most liquid of the Company's securities
holdings and valuation of these securities does not involve management's    
judgment.                                                                   

 When quoted prices in active markets are not available, the determination
of estimated fair value is based on market standard valuation methodologies,
giving priority to observable inputs. The significant inputs to the market  
standard valuation methodologies for certain types of securities with       
 reasonable levels of price transparency are inputs that are observable in the
market or can be derived principally from, or corroborated by, observable   
market data. When observable inputs are not available, the market standard  
valuation methodologies rely on inputs that are significant to the estimated
fair value that are not observable in the market or cannot be derived       
principally from, or corroborated by, observable market data. These         
unobservable inputs can be based in large part on management's judgment or  
estimation and cannot be supported by reference to market activity. Even    
 though these inputs are unobservable, management believes they are consistent
with what other market participants would use when pricing such securities  
and are considered appropriate given the circumstances.                     

Level 2 Valuation Techniques and Key Inputs:                                

This level includes securities priced principally by independent pricing
services using observable inputs. Short-term investments within this level  
are of a similar nature and class to the Level 2 fixed maturity securities  
and equity securities.                                                      

U.S. corporate and foreign corporate securities                           

These securities are principally valued using the market and income   
 approaches. Valuations are based primarily on quoted prices in markets that
  are not active, or using matrix pricing or other similar techniques that use
standard market observable inputs such as benchmark yields, spreads off   
benchmark yields, new issuances, issuer rating, duration, and trades of   
identical or comparable securities. Privately-placed securities are valued
 using matrix pricing methodologies using standard market observable inputs,
and inputs derived from, or corroborated by, market observable data       
including market yield curve, duration, call provisions, observable prices
and spreads for similar publicly traded or privately traded issues that   
incorporate the credit quality and industry sector of the issuer, and in  
certain cases, delta spread adjustments to reflect specific credit-related
issues.                                                                   

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MetLife Investors USA Insurance Company 
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Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

U.S. Treasury and agency securities                                       

These securities are principally valued using the market approach.    
Valuations are based primarily on quoted prices in markets that are not   
active, or using matrix pricing or other similar techniques using standard
 market observable inputs such as a benchmark U.S. Treasury yield curve, the
spread off the U.S. Treasury yield curve for the identical security and   
comparable securities that are actively traded.                           

Structured securities comprised of RMBS, ABS and CMBS                     

These securities are principally valued using the market and income   
approaches. Valuations are based primarily on matrix pricing, discounted  
cash flow methodologies or other similar techniques using standard market 
inputs, including spreads for actively traded securities, spreads off     
benchmark yields, expected prepayment speeds and volumes, current and     
 forecasted loss severity, rating, weighted average coupon, weighted average
maturity, average delinquency rates, geographic region, debt-service      
coverage ratios and issuance-specific information, including, but not     
  limited to: collateral type, payment terms of the underlying assets, payment
  priority within the tranche, structure of the security, deal performance and
vintage of loans.                                                         

State and political subdivision and foreign government securities         

These securities are principally valued using the market approach.    
  Valuations are based primarily on matrix pricing or other similar techniques
  using standard market observable inputs, including a benchmark U.S. Treasury
 yield or other yields, issuer ratings, broker-dealer quotes, issuer spreads
and reported trades of similar securities, including those within the same
sub-sector or with a similar maturity or credit rating.                   

Non-redeemable preferred and common stock                                 

These securities are principally valued using the market approach.    
Valuations are based principally on observable inputs including quoted    
prices in markets that are not considered active.                         

Level 3 Valuation Techniques and Key Inputs:                                

In general, securities classified within Level 3 use many of the same   
 valuation techniques and inputs as described previously for Level 2. However,
if key inputs are unobservable, or if the investments are less liquid and   
there is very limited trading activity, the investments are generally       
classified as Level 3. The use of independent non-binding broker quotations 
to value investments generally indicates there is a lack of liquidity or a  
lack of transparency in the process to develop the valuation estimates,     
generally causing these investments to be classified in Level 3.            

U.S. corporate and foreign corporate securities                           

   These securities, including financial services industry hybrid securities
classified within fixed maturity securities, are principally valued using 
the market approach. Valuations are based primarily on matrix pricing or  
other similar techniques that utilize unobservable inputs or inputs that  
cannot be derived principally from, or corroborated by, observable market 
data, including illiquidity premium, delta spread                         

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MetLife Investors USA Insurance Company 
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Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

adjustments to reflect specific credit-related issues, credit spreads; and
 inputs including quoted prices for identical or similar securities that are
less liquid and based on lower levels of trading activity than securities 
classified in Level 2. Certain valuations are based on independent        
non-binding broker quotations.                                            

Structured securities comprised of RMBS, ABS and CMBS                     

These securities are principally valued using the market and income   
approaches. Valuations are based primarily on matrix pricing, discounted  
  cash flow methodologies or other similar techniques that utilize inputs that
 are unobservable or cannot be derived principally from, or corroborated by,
observable market data, including credit spreads. Below investment grade  
securities and sub-prime RMBS included in this level are valued based on  
 inputs including quoted prices for identical or similar securities that are
less liquid and based on lower levels of trading activity than securities 
 classified in Level 2. Certain of these valuations are based on independent
non-binding broker quotations.                                            

Foreign government securities                                             

These securities are principally valued using the market approach.    
 Valuations are based primarily on independent non-binding broker quotations
  and inputs, including quoted prices for identical or similar securities that
are less liquid and based on lower levels of trading activity than        
securities classified in Level 2. Certain valuations are based on matrix  
pricing that utilize inputs that are unobservable or cannot be derived    
principally from, or corroborated by, observable market data, including   
credit spreads.                                                           

Non-redeemable preferred stock                                            

These securities, including privately-held securities and financial   
  services industry hybrid securities classified within equity securities, are
principally valued using the market and income approaches. Valuations are 
based primarily on matrix pricing, discounted cash flow methodologies or  
other similar techniques using inputs such as comparable credit rating and
issuance structure. Certain of these securities are valued based on inputs
including quoted prices for identical or similar securities that are less 
liquid and based on lower levels of trading activity than securities      
classified in Level 2 and independent non-binding broker quotations.      

Separate Account Assets                                                     

   Separate account assets are carried at estimated fair value and reported as
a summarized total on the consolidated balance sheets. The estimated fair   
value of separate account assets is based on the estimated fair value of the
underlying assets. Separate account assets include: mutual funds, fixed     
maturity securities, equity securities, derivatives, short-term investments 
and cash and cash equivalents.                                              

Level 2 Valuation Techniques and Key Inputs:                                

   These assets are comprised of investments that are similar in nature to the
instruments described under "-- Securities and Short-term Investments." Also
included are certain mutual funds without readily determinable fair values, 
as prices are not published publicly. Valuation of the mutual funds is based
upon quoted prices or reported NAV provided by the fund managers.           

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MetLife Investors USA Insurance Company 
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Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

Derivatives                                                                   

The estimated fair value of derivatives is determined through the use of  
quoted market prices for exchange-traded derivatives or through the use of    
pricing models for OTC-bilateral and OTC-cleared derivatives. The             
determination of estimated fair value, when quoted market values are not      
available, is based on market standard valuation methodologies and inputs that
management believes are consistent with what other market participants would  
use when pricing such instruments. Derivative valuations can be affected by   
changes in interest rates, foreign currency exchange rates, financial indices,
credit spreads, default risk, nonperformance risk, volatility, liquidity and  
changes in estimates and assumptions used in the pricing models. The valuation
controls and procedures for derivatives are described in "-- Investments."    

The significant inputs to the pricing models for most OTC-bilateral and   
OTC-cleared derivatives are inputs that are observable in the market or can be
derived principally from, or corroborated by, observable market data.         
Significant inputs that are observable generally include: interest rates,     
foreign currency exchange rates, interest rate curves, credit curves and      
volatility. However, certain OTC-bilateral and OTC-cleared derivatives may    
rely on inputs that are significant to the estimated fair value that are not  
observable in the market or cannot be derived principally from, or            
corroborated by, observable market data. Significant inputs that are          
unobservable generally include references to emerging market currencies and   
inputs that are outside the observable portion of the interest rate curve,    
credit curve, volatility or other relevant market measure. These unobservable 
inputs may involve significant management judgment or estimation. Even though 
unobservable, these inputs are based on assumptions deemed appropriate given  
the circumstances and management believes they are consistent with what other 
market participants would use when pricing such instruments.                  

Most inputs for OTC-bilateral and OTC-cleared derivatives are mid-market  
inputs but, in certain cases, liquidity adjustments are made when they are    
deemed more representative of exit value. Market liquidity, as well as the use
of different methodologies, assumptions and inputs, may have a material effect
on the estimated fair values of the Company's derivatives and could materially
affect net income.                                                            

The credit risk of both the counterparty and the Company are considered in
determining the estimated fair value for all OTC-bilateral and OTC-cleared    
derivatives, and any potential credit adjustment is based on the net exposure 
by counterparty after taking into account the effects of netting agreements   
and collateral arrangements. The Company values its OTC-bilateral and         
OTC-cleared derivatives using standard swap curves which may include a spread 
to the risk free rate, depending upon specific collateral arrangements. This  
credit spread is appropriate for those parties that execute trades at pricing 
levels consistent with similar collateral arrangements. As the Company and its
significant derivative counterparties generally execute trades at such pricing
levels and hold sufficient collateral, additional credit risk adjustments are 
not currently required in the valuation process. The Company's ability to     
consistently execute at such pricing levels is in part due to the netting     
agreements and collateral arrangements that are in place with all of its      
significant derivative counterparties. An evaluation of the requirement to    
make additional credit risk adjustments is performed by the Company each      
reporting period.                                                             

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MetLife Investors USA Insurance Company 
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Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

Freestanding Derivatives                                                    

Level 2 Valuation Techniques and Key Inputs:                                

 This level includes all types of derivatives utilized by the Company with
the exception of exchange-traded derivatives included within Level 1 and    
those derivatives with unobservable inputs as described in Level 3. These   
derivatives are principally valued using the income approach.               

Interest rate                                                             

   Non-option-based. Valuations are based on present value techniques, which
utilize significant inputs that may include the swap yield curve and basis
curves.                                                                   

    Option-based. Valuations are based on option pricing models, which utilize
significant inputs that may include the swap yield curve, basis curves and
interest rate volatility.                                                 

Foreign currency exchange rate                                            

   Non-option-based. Valuations are based on present value techniques, which
utilize significant inputs that may include the swap yield curve, basis   
curves, currency spot rates and cross currency basis curves.              

Credit                                                                    

   Non-option-based. Valuations are based on present value techniques, which
utilize significant inputs that may include the swap yield curve, credit  
curves and recovery rates.                                                

Level 3 Valuation Techniques and Key Inputs:                                

These derivatives are principally valued using the income approach.     
Valuations of non-option-based derivatives utilize present value techniques,
 whereas valuations of option-based derivatives utilize option pricing models.
These valuation methodologies generally use the same inputs as described in 
the corresponding sections above for Level 2 measurements of derivatives.   
However, these derivatives result in Level 3 classification because one or  
more of the significant inputs are not observable in the market or cannot be
derived principally from, or corroborated by, observable market data.       

Interest rate                                                             

Non-option-based. Significant unobservable inputs may include the     
extrapolation beyond observable limits of the swap yield curve and basis  
curves.                                                                   

Credit                                                                    

Non-option-based. Significant unobservable inputs may include credit  
 spreads, repurchase rates and the extrapolation beyond observable limits of
the swap yield curve and credit curves.                                   

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MetLife Investors USA Insurance Company 
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Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

Embedded Derivatives                                                          

Embedded derivatives principally include certain direct and ceded variable
annuity guarantees and embedded derivatives related to funds withheld on ceded
reinsurance. Embedded derivatives are recorded at estimated fair value with   
changes in estimated fair value reported in net income.                       

  The Company issues certain variable annuity products with guaranteed minimum
benefits. GMWBs, GMABs and certain GMIBs contain embedded derivatives, which  
are measured at estimated fair value separately from the host variable annuity
contract, with changes in estimated fair value reported in net derivative     
gains (losses). These embedded derivatives are classified within PABs in the  
consolidated balance sheets.                                                  

  The fair value of these embedded derivatives, estimated as the present value
of projected future benefits minus the present value of projected future fees 
using actuarial and capital market assumptions including expectations         
concerning policyholder behavior, is calculated by the Company's actuarial    
department. The calculation is based on in-force business, and is performed   
using standard actuarial valuation software which projects future cash flows  
from the embedded derivative over multiple risk neutral stochastic scenarios  
using observable risk free rates.                                             

Capital market assumptions, such as risk free rates and implied           
volatilities, are based on market prices for publicly traded instruments to   
the extent that prices for such instruments are observable. Implied           
volatilities beyond the observable period are extrapolated based on observable
implied volatilities and historical volatilities. Actuarial assumptions,      
including mortality, lapse, withdrawal and utilization, are unobservable and  
are reviewed at least annually based on actuarial studies of historical       
experience.                                                                   

The valuation of these guarantee liabilities includes nonperformance risk 
adjustments and adjustments for a risk margin related to non-capital market   
inputs. The nonperformance adjustment is determined by taking into            
consideration publicly available information relating to spreads in the       
secondary market for MetLife's debt, including related credit default swaps.  
These observable spreads are then adjusted, as necessary, to reflect the      
priority of these liabilities and the claims paying ability of the issuing    
insurance subsidiaries compared to MetLife.                                   

 Risk margins are established to capture the non-capital market risks of the
instrument which represent the additional compensation a market participant   
would require to assume the risks related to the uncertainties of such        
actuarial assumptions as annuitization, premium persistency, partial          
withdrawal and surrenders. The establishment of risk margins requires the use 
of significant management judgment, including assumptions of the amount and   
cost of capital needed to cover the guarantees. These guarantees may be more  
costly than expected in volatile or declining equity markets. Market          
conditions including, but not limited to, changes in interest rates, equity   
indices, market volatility and foreign currency exchange rates; changes in    
nonperformance risk; and variations in actuarial assumptions regarding        
policyholder behavior, mortality and risk margins related to non-capital      
market inputs, may result in significant fluctuations in the estimated fair   
value of the guarantees that could materially affect net income.              

  The Company ceded, to an affiliated reinsurance company, the risk associated
with certain of the GMIBs, GMABs and GMWBs described above that are also      
accounted for as embedded derivatives. In addition to ceding risks associated 
with guarantees that are accounted for as embedded derivatives, the Company   
also                                                                          

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MetLife Investors USA Insurance Company 
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Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

cedes, to the same affiliated reinsurance company, certain directly written   
GMIBs that are accounted for as insurance (i.e., not as embedded derivatives),
but where the reinsurance agreement contains an embedded derivative. These    
embedded derivatives are included within premiums, reinsurance and other      
receivables in the consolidated balance sheets with changes in estimated fair 
value reported in net derivative gains (losses). The value of the embedded    
derivatives on the ceded risk is determined using a methodology consistent    
with that described previously for the guarantees directly written by the     
Company with the exception of the input for nonperformance risk that reflects 
the credit of the reinsurer.                                                  

The estimated fair value of the embedded derivatives within funds withheld
related to certain ceded reinsurance is determined based on the change in     
estimated fair value of the underlying assets held by the Company in a        
reference portfolio backing the funds withheld liability. The estimated fair  
value of the underlying assets is determined as previously described in "--   
Investments -- Securities and Short-term Investments." The estimated fair     
value of these embedded derivatives is included, along with their funds       
withheld hosts, in other liabilities in the consolidated balance sheets with  
changes in estimated fair value recorded in net derivative gains (losses).    
Changes in the credit spreads on the underlying assets, interest rates and    
market volatility may result in significant fluctuations in the estimated fair
value of these embedded derivatives that could materially affect net income.  

Embedded Derivatives Within Asset and Liability Host Contracts              

Level 3 Valuation Techniques and Key Inputs:                                

Direct guaranteed minimum benefits                                        

These embedded derivatives are principally valued using the income    
approach. Valuations are based on option pricing techniques, which utilize
significant inputs that may include swap yield curve, currency exchange   
  rates and implied volatilities. These embedded derivatives result in Level 3
classification because one or more of the significant inputs are not      
observable in the market or cannot be derived principally from, or        
corroborated by, observable market data. Significant unobservable inputs  
generally include: the extrapolation beyond observable limits of the swap 
  yield curve and implied volatilities, actuarial assumptions for policyholder
behavior and mortality and the potential variability in policyholder      
  behavior and mortality, nonperformance risk and cost of capital for purposes
of calculating the risk margin.                                           

Reinsurance ceded on certain guaranteed minimum benefits                  

These embedded derivatives are principally valued using the income    
approach. The valuation techniques and significant market standard        
unobservable inputs used in their valuation are similar to those described
above in "-- Direct Guaranteed Minimum Benefits" and also include         
counterparty credit spreads.                                              

Transfers between Levels                                                      

Overall, transfers between levels occur when there are changes in the     
observability of inputs and market activity. Transfers into or out of any     
level are assumed to occur at the beginning of the period.                    

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MetLife Investors USA Insurance Company 
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Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

Transfers between Levels 1 and 2:                                           

 There were no transfers between Levels 1 and 2 for assets and liabilities
  measured at estimated fair value and still held at December 31, 2013 and 2012.

Transfers into or out of Level 3:                                           

Assets and liabilities are transferred into Level 3 when a significant  
input cannot be corroborated with market observable data. This occurs when  
market activity decreases significantly and underlying inputs cannot be     
 observed, current prices are not available, and/or when there are significant
variances in quoted prices, thereby affecting transparency. Assets and      
liabilities are transferred out of Level 3 when circumstances change such   
that a significant input can be corroborated with market observable data.   
This may be due to a significant increase in market activity, a specific    
event, or one or more significant input(s) becoming observable.             

  Transfers into Level 3 for fixed maturity securities were due primarily to
 a lack of trading activity, decreased liquidity and credit ratings downgrades
(e.g., from investment grade to below investment grade) which have resulted 
in decreased transparency of valuations and an increased use of independent 
non-binding broker quotations and unobservable inputs, such as illiquidity  
premiums, delta spread adjustments, or credit spreads.                      

 Transfers out of Level 3 for fixed maturity securities resulted primarily
from increased transparency of both new issuances that, subsequent to       
issuance and establishment of trading activity, became priced by independent
 pricing services and existing issuances that, over time, the Company was able
to obtain pricing from, or corroborate pricing received from, independent   
pricing services with observable inputs (such as observable spreads used in 
pricing securities) or increases in market activity and upgraded credit     
ratings.                                                                    

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

Assets and Liabilities Measured at Fair Value Using Significant Unobservable    
Inputs (Level 3)                                                                

The following table presents certain quantitative information about the     
significant unobservable inputs used in the fair value measurement, and the     
sensitivity of the estimated fair value to changes in those inputs, for the     
more significant asset and liability classes measured at fair value on a        
recurring basis using significant unobservable inputs (Level 3) at:             

                                                        [Enlarge/Download Table]

                                                                                  December 31, 2013        
                                                                             ---------------------------   
                             Valuation                 Significant                              Weighted   
                             Techniques            Unobservable Inputs            Range        Average (1) 
                       -----------------------  ---------------------------  --------------    ----------- 
                                                                                                           
Fixed maturity securities: (3)                                                                             
 U.S. corporate and    .  Matrix pricing        .  Delta spread               (10)  -     240       23     
  foreign corporate                               adjustments (4)                                          
                                                .  Illiquidity premium (4)      30  -      30       30     
                                                .  Credit spreads (4)         (40)  -     482      212     
                                                .  Offered quotes (5)           99  -      99       99     
                       .  Consensus pricing     .  Offered quotes (5)                                      
                       ------------------------------------------------------------------------------------
 RMBS                  .  Matrix pricing and    .  Credit spreads (4)           97  -   1,225      385     
                         discounted cash flow                                                              
                       .  Market pricing        .  Quoted prices (5)            93  -     100       93     
                       .  Consensus pricing     .  Offered quotes (5)          100  -     100      100     
                       ------------------------------------------------------------------------------------
 CMBS                  .  Matrix pricing and    .  Credit spreads (4)          500  -     500      500     
                         discounted cash flow                                                              
                       .  Market pricing        .  Quoted prices (5)           100  -     104      101     
                       ------------------------------------------------------------------------------------
 ABS                   .  Matrix pricing and    .  Credit spreads (4)                                      
                         discounted cash flow                                                              
                       .  Market pricing        .  Quoted prices (5)           100  -     104      101     
                       .  Consensus pricing     .  Offered quotes (5)           77  -     106       99     
                       ------------------------------------------------------------------------------------
Derivatives:                                                                                               
 Interest rate         .  Present value         .  Swap yield (7)              401  -     450              
                         techniques                                                                        
                       ------------------------------------------------------------------------------------
 Credit                .  Present value         .  Credit spreads (8)           99  -     100              
                         techniques                                                                        
                       ------------------------------------------------------------------------------------
Embedded derivatives:                                                                                      
 Direct and ceded      .  Option pricing        .  Mortality rates:                                        
  guaranteed             techniques                Ages  0 - 40                  0% -    0.10%             
  minimum benefits                                 Ages 41 - 60               0.04% -    0.65%             
                                                   Ages 61 -115               0.26% -     100%             
                                                .  Lapse rates:                                            
                                                   Durations 1 -10            0.50% -     100%             
                                                   Durations 11 -20              3% -     100%             
                                                   Durations 21 -116             3% -     100%             
                                                .  Utilization rates            20% -      50%             
                                                .  Withdrawal rates           0.07% -      10%             
                                                .  Long-term equity          17.40% -      25%             
                                                  volatilities                                             
                                                .  Nonperformance             0.03% -    1.32%             
                                                  risk spread                                              
                       ------------------------------------------------------------------------------------
                                                        [Enlarge/Download Table]

                                                                                  December 31, 2012           Impact of      
                                                                             ---------------------------   Increase in Input 
                             Valuation                 Significant                              Weighted     on Estimated    
                             Techniques            Unobservable Inputs            Range        Average (1)  Fair Value (2)   
                       -----------------------  ---------------------------  --------------    ----------- ----------------- 
                                                                                                                             
Fixed maturity securities: (3)                                                                                               
 U.S. corporate and    .  Matrix pricing        .  Delta spread                  9  -     240        60       Decrease       
  foreign corporate                               adjustments (4)                                                            
                                                .  Illiquidity premium (4)      30  -      30        30       Decrease       
                                                .  Credit spreads (4)           23  -     653       163       Decrease       
                                                .  Offered quotes (5)                                         Increase       
                       .  Consensus pricing     .  Offered quotes (5)           68  -     103        90       Increase       
                       ------------------------------------------------------------------------------------------------------
 RMBS                  .  Matrix pricing and    .  Credit spreads (4)          100  -   1,213       610     Decrease (6)     
                         discounted cash flow                                                                                
                       .  Market pricing        .  Quoted prices (5)           100  -     100       100     Increase (6)     
                       .  Consensus pricing     .  Offered quotes (5)                                       Increase (6)     
                       ------------------------------------------------------------------------------------------------------
 CMBS                  .  Matrix pricing and    .  Credit spreads (4)          100  -   1,250     1,250     Decrease (6)     
                         discounted cash flow                                                                                
                       .  Market pricing        .  Quoted prices (5)           100  -     104       104     Increase (6)     
                       ------------------------------------------------------------------------------------------------------
 ABS                   .  Matrix pricing and    .  Credit spreads (4)          101  -     102       101     Decrease (6)     
                         discounted cash flow                                                                                
                       .  Market pricing        .  Quoted prices (5)           100  -     101       100     Increase (6)     
                       .  Consensus pricing     .  Offered quotes (5)          111  -     111       111     Increase (6)     
                       ------------------------------------------------------------------------------------------------------
Derivatives:                                                                                                                 
 Interest rate         .  Present value         .  Swap yield (7)              296  -     340               Increase (9)     
                         techniques                                                                                          
                       ------------------------------------------------------------------------------------------------------
 Credit                .  Present value         .  Credit spreads (8)          100  -     100               Decrease (8)     
                         techniques                                                                                          
                       ------------------------------------------------------------------------------------------------------
Embedded derivatives:                                                                                                        
 Direct and ceded      .  Option pricing        .  Mortality rates:                                                          
  guaranteed             techniques                Ages  0 - 40                  0% -    0.10%              Decrease (10)    
  minimum benefits                                 Ages 41 - 60               0.05% -    0.64%              Decrease (10)    
                                                   Ages 61 -115               0.32% -     100%              Decrease (10)    
                                                .  Lapse rates:                                                              
                                                   Durations 1 -10            0.50% -     100%              Decrease (11)    
                                                   Durations 11 -20              3% -     100%              Decrease (11)    
                                                   Durations 21 -116             3% -     100%              Decrease (11)    
                                                .  Utilization rates            20% -      50%              Increase (12)    
                                                .  Withdrawal rates           0.07% -      10%                      (13)     
                                                .  Long-term equity          17.40% -      25%              Increase (14)    
                                                  volatilities                                                               
                                                .  Nonperformance             0.10% -    0.67%              Decrease (15)    
                                                  risk spread                                                                
                       ------------------------------------------------------------------------------------------------------

--------                                                                        

(1)The weighted average for fixed maturity securities is determined based on    
the estimated fair value of the securities.                               

(2)The impact of a decrease in input would have the opposite impact on the      
  estimated fair value. For embedded derivatives, changes to direct guaranteed
minimum benefits are based on liability positions and changes to ceded    
guaranteed minimum benefits are based on asset positions.                 

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

(3)Significant increases (decreases) in expected default rates in isolation     
would result in substantially lower (higher) valuations.                  

(4)Range and weighted average are presented in basis points.                    

(5)Range and weighted average are presented in accordance with the market       
convention for fixed maturity securities of dollars per hundred dollars of
par.                                                                      

(6)Changes in the assumptions used for the probability of default is            
  accompanied by a directionally similar change in the assumption used for the
loss severity and a directionally opposite change in the assumptions used 
for prepayment rates.                                                     

(7)Ranges represent the rates across different yield curves and are presented   
in basis points. The swap yield curve is utilized among different types of
 derivatives to project cash flows, as well as to discount future cash flows
to present value. Since this valuation methodology uses a range of inputs 
across a yield curve to value the derivative, presenting a range is more  
representative of the unobservable input used in the valuation.           

(8)Represents the risk quoted in basis points of a credit default event on the  
  underlying instrument. The range being provided is a single quoted spread in
  the valuation model. Credit derivatives with significant unobservable inputs
are primarily comprised of written credit default swaps.                  

(9)Changes are based on long U.S. dollar net asset positions and will be        
inversely impacted for short U.S. dollar net asset positions.             

(10)Mortality rates vary by age and by demographic characteristics such as      
gender. Mortality rate assumptions are based on company experience. A   
 mortality improvement assumption is also applied. For any given contract,
mortality rates vary throughout the period over which cash flows are    
projected for purposes of valuing the embedded derivative.              

(11)Base lapse rates are adjusted at the contract level based on a comparison   
of the actuarially calculated guaranteed values and the current         
policyholder account value, as well as other factors, such as the       
applicability of any surrender charges. A dynamic lapse function reduces
  the base lapse rate when the guaranteed amount is greater than the account
 value as in the money contracts are less likely to lapse. Lapse rates are
also generally assumed to be lower in periods when a surrender charge   
applies. For any given contract, lapse rates vary throughout the period 
over which cash flows are projected for purposes of valuing the embedded
derivative.                                                             

(12)The utilization rate assumption estimates the percentage of contract        
holders with a GMIB or lifetime withdrawal benefit who will elect to    
  utilize the benefit upon becoming eligible. The rates may vary by the type
   of guarantee, the amount by which the guaranteed amount is greater than the
account value, the contract's withdrawal history and by the age of the  
   policyholder. For any given contract, utilization rates vary throughout the
period over which cash flows are projected for purposes of valuing the  
embedded derivative.                                                    

(13)The withdrawal rate represents the percentage of account balance that any   
  given policyholder will elect to withdraw from the contract each year. The
  withdrawal rate assumption varies by age and duration of the contract, and
also by other factors such as benefit type. For any given contract,     
withdrawal rates vary throughout the period over which cash flows are   
 projected for purposes of valuing the embedded derivative. For GMWBs, any
 increase (decrease) in withdrawal rates results in an increase (decrease)
in the estimated fair value of the guarantees. For GMABs and GMIBs, any 
   increase (decrease) in withdrawal rates results in a decrease (increase) in
the estimated fair value.                                               

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

(14)Long-term equity volatilities represent equity volatility beyond the period 
for which observable equity volatilities are available. For any given   
   contract, long-term equity volatility rates vary throughout the period over
which cash flows are projected for purposes of valuing the embedded     
derivative.                                                             

(15)Nonperformance risk spread varies by duration and by currency. For any      
  given contract, multiple nonperformance risk spreads will apply, depending
 on the duration of the cash flow being discounted for purposes of valuing
the embedded derivative.                                                

The following is a summary of the valuation techniques and significant      
unobservable inputs used in the fair value measurement of assets and            
liabilities classified within Level 3 that are not included in the preceding    
table. Generally, all other classes of securities classified within Level 3,    
including those within separate account assets and embedded derivatives within  
funds withheld related to certain ceded reinsurance, use the same valuation     
techniques and significant unobservable inputs as previously described for      
Level 3 securities. This includes matrix pricing and discounted cash flow       
methodologies, inputs such as quoted prices for identical or similar securities 
that are less liquid and based on lower levels of trading activity than         
securities classified in Level 2, as well as independent non-binding broker     
quotations. The sensitivity of the estimated fair value to changes in the       
significant unobservable inputs for these other assets and liabilities is       
similar in nature to that described in the preceding table. The valuation       
techniques and significant unobservable inputs used in the fair value           
measurement for the more significant assets measured at estimated fair value on 
a nonrecurring basis and determined using significant unobservable inputs       
(Level 3) are summarized in "-- Nonrecurring Fair Value Measurements."          

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

The following tables summarize the change of all assets and (liabilities)   
measured at estimated fair value on a recurring basis using significant         
unobservable inputs (Level 3):                                                  

                                                        [Enlarge/Download Table]

                                               Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
                                               -----------------------------------------------------------------------
                                                          Fixed Maturity Securities:                                  
                                               -----------------------------------------------------------------------
                                                 U.S.         Foreign                                     Foreign     
                                               Corporate     Corporate      RMBS       ABS      CMBS     Government   
                                               ---------     ---------       ------     -----    -----   ----------   
                                                                 (In millions)                                        
                                                                                                                      
Year Ended December 31, 2013:                                                                                         
Balance at January 1,.........................  $  233        $  306       $   48     $  72     $  11     $     2     
Total realized/unrealized gains (losses)                                                                              
  included in:                                                                                                        
 Net income (loss): (1), (2)..................                                                                        
   Net investment income......................     (1)            --           --         1        --          --     
   Net investment gains (losses)..............      --           (3)           --        --        --          --     
   Net derivative gains (losses)..............      --            --           --        --        --          --     
 OCI..........................................     (9)             6            3       (2)        --          --     
Purchases (3).................................      36            38           72        46        27          --     
Sales (3).....................................    (19)          (28)          (3)       (9)       (3)         (2)     
Issuances (3).................................      --            --           --        --        --          --     
Settlements (3)...............................      --            --           --        --        --          --     
Transfers into Level 3 (4)....................      26            11            1        --        --          --     
Transfers out of Level 3 (4)..................    (92)          (22)          (4)      (13)        --          --     
                                                ------        ------         ------     -----    -----    -------     
Balance at December 31,.......................  $  174        $  308       $  117     $  95     $  35     $    --     
                                                ======        ======         ======     =====    =====    =======     
Changes in unrealized gains (losses) included                                                                         
  in net income (loss): (5)                                                                                           
 Net investment income........................  $  (1)        $   --       $   --     $   1     $  --     $    --     
 Net investment gains (losses)................  $   --        $   --       $   --     $  --     $  --     $    --     
 Net derivative gains (losses)................  $   --        $   --       $   --     $  --     $  --     $    --     

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

                                                        [Enlarge/Download Table]

                                               Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
                                               -----------------------------------------------------------------------
                                               Equity Securities:                 Net Derivatives: (6)                
                                               ------------------                 -------------------                 
                                                      Non-                                                            
                                                   redeemable                                                Net      
                                                   Preferred        Short-term    Interest                Embedded    
                                                     Stock          Investments     Rate      Credit   Derivatives (7)
                                               ------------------   -----------   --------    ------   ---------------
                                                                       (In millions)                                  
                                                                                                                      
Year Ended December 31, 2013:                                                                                         
Balance at January 1,.........................     $       1          $    --      $  53      $   1      $    2,679   
Total realized/unrealized gains (losses)                                                                              
  included in:                                                                                                        
 Net income (loss): (1), (2)..................                                                                        
   Net investment income......................            --               --         --         --              --   
   Net investment gains (losses)..............            --               --         --         --              --   
   Net derivative gains (losses)..............            --               --        (3)        (1)           (932)   
 OCI..........................................            --               --       (34)         --              --   
Purchases (3).................................            --               --         --         --              --   
Sales (3).....................................           (1)               --         --         --              --   
Issuances (3).................................            --               --         --         --              --   
Settlements (3)...............................            --               --       (13)         --             109   
Transfers into Level 3 (4)....................            --               --         --         --              --   
Transfers out of Level 3 (4)..................            --               --         --         --              --   
                                                   ---------          -------      -----      -----      ----------   
Balance at December 31,.......................     $      --          $    --      $   3      $  --      $    1,856   
                                                   =========          =======      =====      =====      ==========   
Changes in unrealized gains (losses) included                                                                         
  in net income (loss): (5)                                                                                           
 Net investment income........................     $      --          $    --      $  --      $  --      $       --   
 Net investment gains (losses)................     $      --          $    --      $  --      $  --      $       --   
 Net derivative gains (losses)................     $      --          $    --      $  --      $  --      $    (900)   

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

                                                        [Enlarge/Download Table]

                                                  Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
                                                  -----------------------------------------------------------------------
                                                             Fixed Maturity Securities:                                  
                                                  -----------------------------------------------------------------------
                                                    U.S.         Foreign                                     Foreign     
                                                  Corporate     Corporate     RMBS       ABS      CMBS      Government   
                                                  ---------     ---------       -----     -----     -----   ----------   
                                                                   (In millions)                                         
                                                                                                                         
Year Ended December 31, 2012:                                                                                            
Balance at January 1,............................  $  141        $  144       $  33     $  55     $  12      $     2     
Total realized/unrealized gains (losses)                                                                                 
  included in:                                                                                                           
 Net income (loss): (1), (2).....................                                                                        
   Net investment income.........................      --            --          --        --        --           --     
   Net investment gains (losses).................      --            --          --        --        --           --     
   Net derivative gains (losses).................      --            --          --        --        --           --     
 OCI.............................................       9            16           3         2        --           --     
Purchases (3)....................................      75           121          19        26        --           --     
Sales (3)........................................    (11)           (1)         (7)       (6)      (11)           --     
Issuances (3)....................................      --            --          --        --        --           --     
Settlements (3)..................................      --            --          --        --        --           --     
Transfers into Level 3 (4).......................      27            26          --        --        10           --     
Transfers out of Level 3 (4).....................     (8)            --          --       (5)        --           --     
                                                   ------        ------         -----     -----     -----    -------     
Balance at December 31,..........................  $  233        $  306       $  48     $  72     $  11      $     2     
                                                   ======        ======         =====     =====     =====    =======     
Changes in unrealized gains (losses) included in                                                                         
  net income (loss): (5)                                                                                                 
 Net investment income...........................  $   --        $   --       $  --     $  --     $  --      $    --     
 Net investment gains (losses)...................  $   --        $   --       $  --     $  --     $  --      $    --     
 Net derivative gains (losses)...................  $   --        $   --       $  --     $  --     $  --      $    --     

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

                                                        [Enlarge/Download Table]

                                               Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
                                               -----------------------------------------------------------------------
                                               Equity Securities:                 Net Derivatives: (6)                
                                               ------------------                 -------------------                 
                                                      Non-                                                            
                                                   redeemable                                                Net      
                                                   Preferred        Short-term    Interest                Embedded    
                                                     Stock          Investments     Rate      Credit   Derivatives (7)
                                               ------------------   -----------   --------    ------   ---------------
                                                                       (In millions)                                  
                                                                                                                      
Year Ended December 31, 2012:                                                                                         
Balance at January 1,.........................      $      1          $    --      $  87      $   1       $  1,463    
Total realized/unrealized gains (losses)                                                                              
  included in:                                                                                                        
 Net income (loss): (1), (2)..................                                                                        
   Net investment income......................            --               --         --         --             --    
   Net investment gains (losses)..............            --               --         --         --             --    
   Net derivative gains (losses)..............            --               --          2         --          1,097    
 OCI..........................................            --               --        (1)         --             --    
Purchases (3).................................            --               --         --         --             --    
Sales (3).....................................            --               --         --         --             --    
Issuances (3).................................            --               --         --         --             --    
Settlements (3)...............................            --               --       (35)         --            119    
Transfers into Level 3 (4)....................            --               --         --         --             --    
Transfers out of Level 3 (4)..................            --               --         --         --             --    
                                                    --------          -------      -----      -----       --------    
Balance at December 31,.......................      $      1          $    --      $  53      $   1       $  2,679    
                                                    ========          =======      =====      =====       ========    
Changes in unrealized gains (losses) included                                                                         
  in net income (loss): (5)                                                                                           
 Net investment income........................      $     --          $    --      $  --      $  --       $     --    
 Net investment gains (losses)................      $     --          $    --      $  --      $  --       $     --    
 Net derivative gains (losses)................      $     --          $    --      $  --      $  --       $  1,114    

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

                                                        [Enlarge/Download Table]

                                                  Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
                                                  -----------------------------------------------------------------------
                                                             Fixed Maturity Securities:                                  
                                                  -----------------------------------------------------------------------
                                                    U.S.         Foreign                                     Foreign     
                                                  Corporate     Corporate     RMBS       ABS      CMBS      Government   
                                                  ---------     ---------       -----     -----     -----   ----------   
                                                                   (In millions)                                         
                                                                                                                         
Year Ended December 31, 2011:                                                                                            
Balance at January 1,............................  $  162        $   91       $  41     $  55     $   7      $     4     
Total realized/unrealized gains (losses)                                                                                 
  included in:                                                                                                           
 Net income (loss): (1), (2).....................                                                                        
   Net investment income.........................      --            --          --        --        --           --     
   Net investment gains (losses).................      --            --          --        --         1           --     
   Net derivative gains (losses).................      --            --          --        --        --           --     
 OCI.............................................      11           (3)          --         1        --           --     
Purchases (3)....................................      34            70          10        49         7           --     
Sales (3)........................................     (7)          (15)         (8)       (9)       (3)          (2)     
Issuances (3)....................................      --            --          --        --        --           --     
Settlements (3)..................................      --            --          --        --        --           --     
Transfers into Level 3 (4).......................      --             3          --        --        --           --     
Transfers out of Level 3 (4).....................    (59)           (2)        (10)      (41)        --           --     
                                                   ------        ------         -----     -----     -----    -------     
Balance at December 31,..........................  $  141        $  144       $  33     $  55     $  12      $     2     
                                                   ======        ======         =====     =====     =====    =======     
Changes in unrealized gains (losses) included in                                                                         
  net income (loss): (5)                                                                                                 
 Net investment income...........................  $   --        $   --       $  --     $  --     $  --      $    --     
 Net investment gains (losses)...................  $   --        $   --       $  --     $  --     $  --      $    --     
 Net derivative gains (losses)...................  $   --        $   --       $  --     $  --     $  --      $    --     

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

                                                        [Enlarge/Download Table]

                                               Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
                                               -----------------------------------------------------------------------
                                               Equity Securities:                 Net Derivatives: (6)                
                                               ------------------                 -------------------                 
                                                      Non-                                                            
                                                   redeemable                                                Net      
                                                   Preferred        Short-term    Interest                Embedded    
                                                     Stock          Investments     Rate      Credit   Derivatives (7)
                                               ------------------   -----------   --------    ------   ---------------
                                                                       (In millions)                                  
                                                                                                                      
Year Ended December 31, 2011:                                                                                         
Balance at January 1,.........................      $      1          $     6      $(48)      $   1       $    786    
Total realized/unrealized gains (losses)                                                                              
  included in:                                                                                                        
 Net income (loss): (1), (2)..................                                                                        
   Net investment income......................            --               --         --         --             --    
   Net investment gains (losses)..............           (1)               --         --         --             --    
   Net derivative gains (losses)..............            --               --          9         --            534    
 OCI..........................................             1               --        135         --             --    
Purchases (3).................................            --               --         --         --             --    
Sales (3).....................................            --              (6)         --         --             --    
Issuances (3).................................            --               --         --         --             --    
Settlements (3)...............................            --               --        (9)         --            143    
Transfers into Level 3 (4)....................            --               --         --         --             --    
Transfers out of Level 3 (4)..................            --               --         --         --             --    
                                                    --------          -------      -----      -----       --------    
Balance at December 31,.......................      $      1          $    --      $  87      $   1       $  1,463    
                                                    ========          =======      =====      =====       ========    
Changes in unrealized gains (losses) included                                                                         
  in net income (loss): (5)                                                                                           
 Net investment income........................      $     --          $    --      $  --      $  --       $     --    
 Net investment gains (losses)................      $    (1)          $    --      $  --      $  --       $     --    
 Net derivative gains (losses)................      $     --          $    --      $  --      $  --       $    544    

--------                                                                        

(1)Amortization of premium/accretion of discount is included within net         
investment income. Impairments charged to net income (loss) on securities 
are included in net investment gains (losses). Lapses associated with net 
embedded derivatives are included in net derivative gains (losses).       

(2)Interest and dividend accruals, as well as cash interest coupons and         
dividends received, are excluded from the rollforward.                    

(3)Items purchased/issued and then sold/settled in the same period are excluded 
from the rollforward. Fees attributed to embedded derivatives are included
in settlements.                                                           

(4)Gains and losses, in net income (loss) and OCI, are calculated assuming      
transfers into and/or out of Level 3 occurred at the beginning of the     
period. Items transferred into and then out of Level 3 in the same period 
are excluded from the rollforward.                                        

(5)Changes in unrealized gains (losses) included in net income (loss) relate to 
assets and liabilities still held at the end of the respective periods.   

(6)Freestanding derivative assets and liabilities are presented net for         
purposes of the rollforward.                                              

(7)Embedded derivative assets and liabilities are presented net for purposes of 
the rollforward.                                                          

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

Fair Value of Financial Instruments Carried at Other Than Fair Value            

 The following tables provide fair value information for financial instruments
that are carried on the balance sheet at amounts other than fair value. These   
tables exclude the following financial instruments: cash and cash equivalents,  
accrued investment income, payables for collateral under securities loaned and  
other transactions and those short-term investments that are not securities,    
such as time deposits, and therefore are not included in the three level        
hierarchy table disclosed in the "-- Recurring Fair Value Measurements"         
section. The estimated fair value of the excluded financial instruments, which  
are primarily classified in Level 2 and, to a lesser extent, in Level 1,        
approximates carrying value as they are short-term in nature such that the      
Company believes there is minimal risk of material changes in interest rates or 
credit quality. All remaining balance sheet amounts excluded from the table     
below are not considered financial instruments subject to this disclosure.      

 The carrying values and estimated fair values for such financial instruments,
and their corresponding placement in the fair value hierarchy, are summarized   
as follows at:                                                                  

                                                        [Enlarge/Download Table]

                                                             December 31, 2013                 
                                             --------------------------------------------------
                                                          Fair Value Hierarchy                 
                                                      -----------------------------   Total    
                                             Carrying                               Estimated  
                                              Value     Level 1   Level 2   Level 3 Fair Value 
                                             -------- --------- --------- --------- -----------
                                                               (In millions)                   
                                                                                               
Assets                                                                                         
Mortgage loans.............................. $  1,826 $     --  $     --  $  1,940  $     1,940
Policy loans................................ $    151 $     --  $    114  $     39  $       153
Real estate joint ventures.................. $      8 $     --  $     --  $     10  $        10
Other limited partnership interests......... $     11 $     --  $     --  $     13  $        13
Other invested assets....................... $    250 $     --  $    270  $     --  $       270
Premiums, reinsurance and other receivables. $  5,337 $     --  $     --  $  5,744  $     5,744
Liabilities                                                                                    
PABs........................................ $  6,203 $     --  $     --  $  6,576  $     6,576
Long-term debt.............................. $     40 $     --  $     46  $     --  $        46
Other liabilities........................... $    191 $     --  $     30  $    161  $       191
Separate account liabilities................ $  1,196 $     --  $  1,196  $     --  $     1,196

                                                        [Enlarge/Download Table]

                                                             December 31, 2012                 
                                             --------------------------------------------------
                                                          Fair Value Hierarchy                 
                                                      -----------------------------   Total    
                                             Carrying                               Estimated  
                                              Value     Level 1   Level 2   Level 3 Fair Value 
                                             -------- --------- --------- --------- -----------
                                                               (In millions)                   
                                                                                               
Assets                                                                                         
Mortgage loans.............................. $  1,678 $     --  $     --  $  1,855  $     1,855
Policy loans................................ $    130 $     --  $     95  $     38  $       133
Real estate joint ventures.................. $      7 $     --  $     --  $      9  $         9
Other limited partnership interests......... $     12 $     --  $     --  $     13  $        13
Other invested assets....................... $    126 $     --  $    161  $     --  $       161
Premiums, reinsurance and other receivables. $  5,387 $     --  $      2  $  6,195  $     6,197
Liabilities                                                                                    
PABs........................................ $  7,497 $     --  $     --  $  8,237  $     8,237
Long-term debt.............................. $     41 $     --  $     41  $     --  $        41
Other liabilities........................... $    169 $     --  $     13  $    156  $       169
Separate account liabilities................ $  1,030 $     --  $  1,030  $     --  $     1,030

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

 The methods, assumptions and significant valuation techniques and inputs used
to estimate the fair value of financial instruments are summarized as follows:  

Mortgage Loans                                                                

For mortgage loans, estimated fair value is primarily determined by       
estimating expected future cash flows and discounting them using current      
interest rates for similar mortgage loans with similar credit risk, or is     
determined from pricing for similar loans.                                    

Policy Loans                                                                  

Policy loans with fixed interest rates are classified within Level 3. The 
estimated fair values for these loans are determined using a discounted cash  
flow model applied to groups of similar policy loans determined by the nature 
of the underlying insurance liabilities. Cash flow estimates are developed by 
applying a weighted-average interest rate to the outstanding principal balance
of the respective group of policy loans and an estimated average maturity     
determined through experience studies of the past performance of policyholder 
repayment behavior for similar loans. These cash flows are discounted using   
current risk-free interest rates with no adjustment for borrower credit risk  
as these loans are fully collateralized by the cash surrender value of the    
underlying insurance policy. Policy loans with variable interest rates are    
classified within Level 2 and the estimated fair value approximates carrying  
value due to the absence of borrower credit risk and the short time period    
between interest rate resets, which presents minimal risk of a material change
in estimated fair value due to changes in market interest rates.              

Real Estate Joint Ventures and Other Limited Partnership Interests            

The estimated fair values of these cost method investments are generally  
based on the Company's share of the NAV as provided in the financial          
statements of the investees. In certain circumstances, management may adjust  
the NAV by a premium or discount when it has sufficient evidence to support   
applying such adjustments.                                                    

Other Invested Assets                                                         

These other invested assets are principally comprised of loans to         
affiliates. The estimated fair value of loans to affiliates is determined by  
discounting the expected future cash flows using market interest rates        
currently available for instruments with similar terms and remaining          
maturities.                                                                   

Premiums, Reinsurance and Other Receivables                                   

Premiums, reinsurance and other receivables are principally comprised of  
certain amounts recoverable under reinsurance agreements, which the Company   
has determined do not transfer significant risk such that they are accounted  
for using the deposit method of accounting, have been classified as Level 3.  
The valuation is based on discounted cash flow methodologies using significant
unobservable inputs. The estimated fair value is determined using interest    
rates determined to reflect the appropriate credit standing of the assuming   
counterparty.                                                                 

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

7. Fair Value (continued)                                                       

PABs                                                                          

 These PABs include investment contracts. Embedded derivatives on investment
contracts and certain variable annuity guarantees accounted for as embedded   
derivatives are excluded from this caption in the preceding tables as they are
separately presented in "-- Recurring Fair Value Measurements."               

The investment contracts primarily include fixed deferred annuities, fixed
term payout annuities and total control accounts. The valuation of these      
investment contracts is based on discounted cash flow methodologies using     
significant unobservable inputs. The estimated fair value is determined using 
current market risk-free interest rates adding a spread to reflect the        
nonperformance risk in the liability.                                         

Long-term Debt                                                                

The Company evaluates the specific terms, facts and circumstances of      
long-term debt to determine the appropriate estimated fair values, which are  
not materially different from the carrying values.                            

Other Liabilities                                                             

 Other liabilities consist primarily of amounts due for securities purchased
but not yet settled and funds withheld amounts payable, which are             
contractually withheld by the Company in accordance with the terms of the     
reinsurance agreements. The Company evaluates the specific terms, facts and   
circumstances of each instrument to determine the appropriate estimated fair  
values, which are not materially different from the carrying values.          

Separate Account Liabilities                                                  

Separate account liabilities represent those balances due to policyholders
under contracts that are classified as investment contracts.                  

Separate account liabilities classified as investment contracts primarily 
represent variable annuities with no significant mortality risk to the Company
such that the death benefit is equal to the account balance and certain       
contracts that provide for benefit funding.                                   

Since separate account liabilities are fully funded by cash flows from the
separate account assets which are recognized at estimated fair value as       
described in the section "-- Recurring Fair Value Measurements," the value of 
those assets approximates the estimated fair value of the related separate    
account liabilities. The valuation techniques and inputs for separate account 
liabilities are similar to those described for separate account assets.       

8. Long-term Debt                                                               

The Company's long-term debt includes senior notes, issued to a third party,
maturing in 2030 with a fixed interest rate of 7.03%. Principal and interest on 
the notes is paid quarterly. The outstanding balance of the notes was $40       
million and $41 million at December 31, 2013 and 2012, respectively.            

The aggregate maturities of long-term debt at December 31, 2013 are $1      
million in each of 2014, 2015, 2016 and 2017, $2 million in 2018 and $34        
million thereafter.                                                             

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

8. Long-term Debt (continued)                                                   

Interest expense related to the Company's indebtedness included in other    
expenses was $3 million for each of the years ended December 31, 2013, 2012 and 
2011.                                                                           

9. Equity                                                                       

Statutory Equity and Income                                                     

Each U.S. insurance company's state of domicile imposes risk-based capital  
("RBC") requirements that were developed by the National Association of         
Insurance Commissioners ("NAIC"). Regulatory compliance is determined by a      
ratio of a company's total adjusted capital, calculated in the manner           
prescribed by the NAIC ("TAC") to its authorized control level RBC, calculated  
in the manner prescribed by the NAIC ("ACL RBC"). Companies below specific      
trigger points or ratios are classified within certain levels, each of which    
requires specified corrective action. The minimum level of TAC before           
corrective action commences is twice ACL RBC. The RBC ratio for MLI-USA was in  
excess of 600% for all periods presented.                                       

MLI-USA prepares statutory-basis financial statements in accordance with    
statutory accounting practices prescribed or permitted by the insurance         
department of the state of domicile. The NAIC has adopted the Codification of   
Statutory Accounting Principles ("Statutory Codification"). Statutory           
Codification is intended to standardize regulatory accounting and reporting to  
state insurance departments. However, statutory accounting principles continue  
to be established by individual state laws and permitted practices.             
Modifications by state insurance departments may impact the effect of Statutory 
Codification on the statutory capital and surplus of MLI-USA.                   

 Statutory accounting principles differ from GAAP primarily by charging policy
acquisition costs to expense as incurred, establishing future policy benefit    
liabilities using different actuarial assumptions, reporting of reinsurance     
agreements and valuing securities on a different basis.                         

In addition, certain assets are not admitted under statutory accounting     
principles and are charged directly to surplus. The most significant assets not 
admitted by MLI-USA are net deferred income tax assets resulting from temporary 
differences between statutory accounting principles basis and tax basis not     
expected to reverse and become recoverable within three years.                  

Statutory net income (loss) of MLI-USA, a Delaware domiciled insurer, was   
$209 million, $84 million and $178 million for the years ended December 31,     
2013, 2012 and 2011, respectively. Statutory capital and surplus was $1.9       
billion and $1.7 billion at December 31, 2013 and 2012, respectively. All such  
amounts are derived from the statutory-basis financial statements as filed with 
the Delaware Department of Insurance.                                           

Dividend Restrictions                                                           

Under Delaware State Insurance Law, MLI-USA is permitted, without prior     
insurance regulatory clearance, to pay a stockholder dividend to MICC as long   
as the amount of the dividend when aggregated with all other dividends in the   
preceding 12 months does not exceed the greater of: (i) 10% of its surplus to   
policyholders as of the end of the immediately preceding calendar year; or      
(ii) its net statutory gain from operations for the immediately preceding       
calendar year (excluding realized capital gains). MLI-USA will be permitted to  
pay a dividend to MICC in excess of the greater of such two amounts only if it  
files notice of the declaration of such a dividend and the amount thereof with  
the Delaware Commissioner of Insurance (the "Delaware Commissioner") and the    
Delaware Commissioner either approves the distribution of the dividend or does  
not disapprove the distribution within 30 days of its filing. In addition, any  
dividend that exceeds earned surplus (defined as                                

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

9. Equity (continued)                                                           

"unassigned funds (surplus)") as of the immediately preceding calendar year     
requires insurance regulatory approval. Under Delaware State Insurance Law, the 
Delaware Commissioner has broad discretion in determining whether the financial 
condition of a stock life insurance company would support the payment of such   
dividends to its stockholders. During the years ended December 31, 2013, 2012   
and 2011, MLI-USA did not pay dividends to MICC. Because MLI-USA's statutory    
unassigned funds (surplus) were negative at December 31, 2013, MLI-USA cannot   
pay any dividends in 2014 without prior regulatory approval.                    

Accumulated Other Comprehensive Income (Loss)                                   

Information regarding changes in the balances of each component of AOCI, net
of income tax, was as follows:                                                  

                                                        [Enlarge/Download Table]

                                                      Unrealized                       Foreign           
                                                   Investment Gains     Unrealized    Currency           
                                                   (Losses), Net of   Gains (Losses) Translation         
                                                  Related Offsets (1) on Derivatives Adjustments  Total  
                                                  ------------------- -------------- ----------- --------
                                                                       (In millions)                     
                                                                                                         
Balance at December 31, 2010.....................      $    158          $   (48)    $       --  $    110
OCI before reclassifications.....................           695               208           (1)       902
Income tax expense (benefit).....................         (243)              (73)            --     (316)
                                                  ------------------- -------------- ----------  --------
 OCI before reclassifications, net of income tax.           610                87           (1)       696
Amounts reclassified from AOCI...................             2               (9)            --       (7)
Income tax expense (benefit).....................           (1)                 4            --         3
                                                  ------------------- -------------- ----------  --------
 Amounts reclassified from AOCI, net of income                                                           
   tax...........................................             1               (5)            --       (4)
                                                  ------------------- -------------- ----------  --------
Balance at December 31, 2011.....................           611                82           (1)       692
OCI before reclassifications.....................           357                17           (1)       373
Income tax expense (benefit).....................         (124)               (6)            --     (130)
                                                  ------------------- -------------- ----------  --------
 OCI before reclassifications, net of income tax.           844                93           (2)       935
Amounts reclassified from AOCI...................          (26)               (1)            --      (27)
Income tax expense (benefit).....................             9                --            --         9
                                                  ------------------- -------------- ----------  --------
 Amounts reclassified from AOCI, net of income                                                           
   tax...........................................          (17)               (1)            --      (18)
                                                  ------------------- -------------- ----------  --------
Balance at December 31, 2012.....................           827                92           (2)       917
OCI before reclassifications.....................         (843)             (132)             2     (973)
Income tax expense (benefit).....................           295                46           (1)       340
                                                  ------------------- -------------- ----------  --------
 OCI before reclassifications, net of income tax.           279                 6           (1)       284
Amounts reclassified from AOCI...................           (9)               (6)            --      (15)
Income tax expense (benefit).....................             3                 2            --         5
                                                  ------------------- -------------- ----------  --------
 Amounts reclassified from AOCI, net of income                                                           
   tax...........................................           (6)               (4)            --      (10)
                                                  ------------------- -------------- ----------  --------
Balance at December 31, 2013.....................      $    273          $      2    $      (1)  $    274
                                                  =================== ============== ==========  ========

--------                                                                        

(1)See Note 5 for information on offsets to investments related to insurance    
liabilities and DAC.                                                      

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

9. Equity (continued)                                                           

 Information regarding amounts reclassified out of each component of AOCI, was
as follows:                                                                     

                                                        [Enlarge/Download Table]

                                                                                          Statement of Operations and     
AOCI Components                                        Amounts Reclassified from AOCI Comprehensive Income (Loss) Location
-----------------------------------------------------  ----------------------------   ------------------------------------
                                                         Years Ended December 31,                                         
                                                       ----------------------------                                       
                                                         2013        2012      2011                                       
                                                       ---------   --------- --------                                     
                                                              (In millions)                                               
                                                                                                                          
Net unrealized investment gains (losses):                                                                                 
  Net unrealized investment gains (losses)............ $       1   $      22 $    (7) Other net investment gains (losses) 
  Net unrealized investment gains (losses)............         7           2        5 Net investment income               
  Net unrealized investment gains (losses)............         1          --        2 Net derivative gains (losses)       
  OTTI................................................        --           2      (2) OTTI on fixed maturity securities   
                                                       ---------   --------- --------                                     
   Net unrealized investment gains (losses),                                                                              
    before income tax.................................         9          26      (2)                                     
   Income tax (expense) benefit.......................       (3)         (9)        1                                     
                                                       ---------   --------- --------                                     
   Net unrealized investment gains (losses), net of                                                                       
    income tax........................................ $       6   $      17 $    (1)                                     
                                                       =========   ========= ========                                     
Unrealized gains (losses) on derivatives - cash flow                                                                      
 hedges:                                                                                                                  
  Interest rate swaps................................. $      --   $      -- $      1 Net derivative gains (losses)       
  Interest rate forwards..............................         6           1        9 Net derivative gains (losses)       
  Interest rate forwards..............................         1          --       -- Net investment income               
  Foreign currency swaps..............................       (1)          --      (1) Net derivative gains (losses)       
                                                       ---------   --------- --------                                     
   Gains (losses) on cash flow hedges, before                                                                             
    income tax........................................         6           1        9                                     
   Income tax (expense) benefit.......................       (2)          --      (4)                                     
                                                       ---------   --------- --------                                     
   Gains (losses) on cash flow hedges, net of                                                                             
    income tax........................................ $       4   $       1 $      5                                     
                                                       =========   ========= ========                                     
Total reclassifications, net of income tax............ $      10   $      18 $      4                                     
                                                       =========   ========= ========                                     

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

10. Other Expenses                                                              

Information on other expenses was as follows:                               

                                                                [Download Table]

                                                    Years Ended December 31,   
                                                  -----------------------------
                                                    2013      2012      2011   
                                                  --------- --------- ---------
                                                          (In millions)        
                                                                               
Compensation..................................... $     306 $     342 $     293
Commissions......................................       555       809     1,253
Volume-related costs.............................       129       149       162
Affiliated interest costs on ceded reinsurance...       155       211       211
Capitalization of DAC............................     (476)     (821)   (1,274)
Amortization of DAC..............................      (70)       838       701
Interest expense on debt and debt issuance costs.         3         3         3
Premium taxes, licenses and fees.................        45        52        56
Professional services............................        29        18        16
Rent and related expenses........................        27        30        25
Other............................................       336       297       242
                                                  --------- --------- ---------
 Total other expenses............................ $   1,039 $   1,928 $   1,688
                                                  ========= ========= =========

Capitalization and Amortization of DAC                                          

See Note 3 for additional information on DAC including impacts of           
capitalization and amortization.                                                

Affiliated Expenses                                                             

 Commissions, capitalization of DAC and amortization of DAC include the impact
of affiliated reinsurance transactions. See Notes 4, 8 and 13 for discussion of 
affiliated expenses included in the table above.                                

11. Income Tax                                                                  

The provision for income tax was as follows:                                

                                                                [Download Table]

                                               Years Ended December 31,
                                               ----------------------- 
                                                 2013      2012   2011 
                                               ---------  ------ ------
                                                    (In millions)      
                                                                       
Current:                                                               
 Federal...................................... $    (89)  $ (80) $ (44)
Deferred:                                                              
 Federal......................................        68     376    219
                                               ---------  ------ ------
   Provision for income tax expense (benefit). $    (21)  $  296 $  175
                                               =========  ====== ======

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

11. Income Tax (continued)                                                      

The reconciliation of the income tax provision at the U.S. statutory rate to
the provision for income tax as reported was as follows:                        

                                                                [Download Table]

                                                Years Ended December 31,  
                                               ---------------------------
                                                 2013      2012     2011  
                                               --------- -------- --------
                                                      (In millions)       
                                                                          
Tax provision at U.S. statutory rate.......... $      50 $    353 $    232
Tax effect of:                                                            
 Dividend received deduction..................      (59)     (48)     (45)
 Tax credits..................................       (9)      (6)      (7)
 Prior year tax...............................       (3)      (3)      (5)
 Tax-exempt income............................       (1)       --       --
 Other, net...................................         1       --       --
                                               --------- -------- --------
   Provision for income tax expense (benefit). $    (21) $    296 $    175
                                               ========= ======== ========

Deferred income tax represents the tax effect of the differences between the
book and tax basis of assets and liabilities. Net deferred income tax assets    
and liabilities consisted of the following at:                                  

                                                                [Download Table]

                                                      December 31,     
                                                  ---------------------
                                                     2013       2012   
                                                  ---------- ----------
                                                      (In millions)    
                                                                       
Deferred income tax assets:                                            
 Policyholder liabilities and receivables........ $      600 $       --
 Tax credit carryforwards........................         84         65
 Net operating loss carryforwards................         22         --
 Investments, including derivatives..............         --         52
                                                  ---------- ----------
   Total deferred income tax assets..............        706        117
Deferred income tax liabilities:                                       
 DAC.............................................      1,051        782
 Investments, including derivatives..............        619         --
 Net unrealized investment gains.................        149        495
 Policyholder liabilities and receivables........         --        223
                                                  ---------- ----------
   Total deferred income tax liabilities.........      1,819      1,500
                                                  ---------- ----------
     Net deferred income tax asset (liability)... $  (1,113) $  (1,383)
                                                  ========== ==========

The following table sets forth the domestic net operating loss carryforwards
for tax purposes at December 31, 2013.                                          

                                                                [Download Table]

          Net Operating Loss Carryforwards
          ------------------------------- 
             Amount         Expiration    
          -------------  -----------------
          (In millions)                   
                                          
Domestic.           $64  Beginning in 2028

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

11. Income Tax (continued)                                                      

Tax credit carryforwards of $84 million at December 31, 2013 will expire    
beginning in 2017.                                                              

The Company participates in a tax sharing agreement with MetLife, as        
described in Note 1. Pursuant to this tax sharing agreement, the amounts due    
from affiliates included $105 million, $138 million and $92 million at          
December 31, 2013, 2012 and 2011, respectively.                                 

The Company files income tax returns with the U.S. federal government and   
various state and local jurisdictions. The Company is under continuous          
examination by the Internal Revenue Service ("IRS") and other tax authorities   
in jurisdictions in which the Company has significant business operations. The  
income tax years under examination vary by jurisdiction. With a few exceptions, 
the Company is no longer subject to U.S. federal, state or local income tax     
examinations in major taxing jurisdictions for years prior to 2003. The IRS     
audit cycle for the years January 1, 2003 through October 11, 2006, which began 
in April 2010, is expected to conclude in 2014. In 2012, the Company and the    
IRS completed and substantially settled the audit period October 12, 2006       
through December 31, 2006. One issue not settled is under review at the IRS     
Appeals Division.                                                               

It is not expected that there will be a material change in the Company's    
liability for unrecognized tax benefits in the next 12 months.                  

A reconciliation of the beginning and ending amount of unrecognized tax     
benefits was as follows:                                                        

                                                        [Enlarge/Download Table]

                                                                               Year Ended December 31, 2013
                                                                               ----------------------------
                                                                                      (In millions)        
                                                                                                           
Balance at January 1,.........................................................        $          --        
Additions for tax positions of prior years....................................                   14        
Reductions for tax positions of prior years...................................                  (1)        
Additions for tax positions of current year...................................                    1        
Reductions for tax positions of current year..................................                  (1)        
                                                                               ----------------------------
Balance at December 31,.......................................................        $          13        
                                                                               ============================
Unrecognized tax benefits that, if recognized would impact the effective rate.        $          13        
                                                                               ============================

There were no unrecognized tax benefits at December 31, 2012 and 2011.      

The Company classifies interest accrued related to unrecognized tax benefits
in interest expense, included within other expenses, while penalties are        
included in income tax expense.                                                 

Interest was as follows:                                                    

                                                        [Enlarge/Download Table]

                                                                  Year Ended December 31, 2013
                                                                  ----------------------------
                                                                         (In millions)        
                                                                                              
Interest recognized in the consolidated statements of operations.                   $        1

                                                        [Enlarge/Download Table]

                                                                           December 31, 2013
                                                                           -----------------
                                                                             (In millions)  
                                                                                            
Interest included in other liabilities in the consolidated balance sheets.        $        1

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

11. Income Tax (continued)                                                      

 There was no interest recognized in the consolidated statements of operations
for the years ended December 31, 2012 and 2011. There was no interest included  
in other liabilities in the consolidated balance sheets at December 31, 2012.   

The Company had no penalties for the years ended December 31, 2013, 2012 and
2011.                                                                           

The U.S. Treasury Department and the IRS have indicated that they intend to 
address through regulations the methodology to be followed in determining the   
dividends received deduction ("DRD"), related to variable life insurance and    
annuity contracts. The DRD reduces the amount of dividend income subject to tax 
and is a significant component of the difference between the actual tax expense 
and expected amount determined using the federal statutory tax rate of 35%. Any 
regulations that the IRS ultimately proposes for issuance in this area will be  
subject to public notice and comment, at which time insurance companies and     
other interested parties will have the opportunity to raise legal and practical 
questions about the content, scope and application of such regulations. As a    
result, the ultimate timing and substance of any such regulations are unknown   
at this time. For the years ended December 31, 2013 and 2012, the Company       
recognized an income tax benefit of $70 million and $52 million, respectively,  
related to the separate account DRD. The 2013 benefit included a benefit of     
$11 million related to a true-up of the 2012 tax return. The 2012 benefit       
included a benefit of $4 million related to a true-up of the 2011 tax return.   

12. Contingencies, Commitments and Guarantees                                   

Contingencies                                                                   

Litigation                                                                    

Unclaimed Property Inquiries                                                

In April 2012, MetLife, for itself and on behalf of entities including  
MLI-USA, reached agreements with representatives of the U.S. jurisdictions  
that were conducting audits of MetLife and certain of its affiliates for    
compliance with unclaimed property laws, and with state insurance regulators
directly involved in a multistate targeted market conduct examination       
relating to claim-payment practices and compliance with unclaimed property  
laws. On November 14, 2012, the West Virginia Treasurer filed an action     
against MLI-USA, alleging that MLI-USA violated the West Virginia Uniform   
Unclaimed Property Act, seeking to compel compliance with the Act, and      
seeking payment of unclaimed property, interest, and penalties West Virginia
ex rel. John D. Perdue v. MetLife Investors USA Insurance Company, Circuit  
 Court of Putnam County, Civil Action No. 12-C-363). On December 30, 2013, the
court granted defendants' motion to dismiss the West Virginia Treasurer's   
action. The Treasurer has filed a notice to appeal the dismissal order. At  
least one other jurisdiction is pursuing a similar market conduct           
examination. It is possible that other jurisdictions may pursue similar     
examinations, audits, or lawsuits and that such actions may result in       
additional payments to beneficiaries, additional escheatment of funds deemed
abandoned under state laws, administrative penalties, interest, and/or      
further changes to the Company's procedures. The Company is not currently   
able to estimate these additional possible costs.                           

100 

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

12. Contingencies, Commitments and Guarantees (continued)                       

Sales Practices Claims                                                      

Over the past several years, the Company has faced claims and regulatory
inquiries and investigations, alleging improper marketing or sales of       
individual life insurance policies, annuities, mutual funds or other        
products. The Company continues to vigorously defend against the claims in  
these matters. The Company believes adequate provision has been made in its 
consolidated financial statements for all probable and reasonably estimable 
losses for sales practices matters.                                         

Summary                                                                     

   Various litigation, claims and assessments against the Company, in addition
to those discussed previously and those otherwise provided for in the       
 Company's consolidated financial statements, have arisen in the course of the
Company's business, including, but not limited to, in connection with its   
activities as an insurer, employer, investor, investment advisor, and       
taxpayer. Further, state insurance regulatory authorities and other federal 
and state authorities regularly make inquiries and conduct investigations   
concerning the Company's compliance with applicable insurance and other laws
and regulations.                                                            

It is not possible to predict the ultimate outcome of all pending       
investigations and legal proceedings. In some of the matters, very large    
and/or indeterminate amounts, including punitive and treble damages, are    
sought. Although, in light of these considerations it is possible that an   
adverse outcome in certain cases could have a material effect upon the      
Company's financial position, based on information currently known by the   
Company's management, in its opinion, the outcomes of such pending          
investigations and legal proceedings are not likely to have such an effect. 
However, given the large and/or indeterminate amounts sought in certain of  
 these matters and the inherent unpredictability of litigation, it is possible
that an adverse outcome in certain matters could, from time to time, have a 
material effect on the Company's consolidated net income or cash flows in   
particular annual periods.                                                  

Insolvency Assessments                                                        

Most of the jurisdictions in which the Company is admitted to transact    
business require insurers doing business within the jurisdiction to           
participate in guaranty associations, which are organized to pay contractual  
benefits owed pursuant to insurance policies issued by impaired, insolvent or 
failed insurers. These associations levy assessments, up to prescribed limits,
on all member insurers in a particular state on the basis of the proportionate
share of the premiums written by member insurers in the lines of business in  
which the impaired, insolvent or failed insurer engaged. Some states permit   
member insurers to recover assessments paid through full or partial premium   
tax offsets.                                                                  

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

12. Contingencies, Commitments and Guarantees (continued)                       

Assets and liabilities held for insolvency assessments were as follows:     

                                                                [Download Table]

                                                                  December 31,   
                                                               ------------------
                                                                 2013     2012   
                                                               -------- ---------
                                                                 (In millions)   
                                                                                 
Other Assets:                                                                    
 Premium tax offset for future undiscounted assessments....... $      4 $       6
 Premium tax offsets currently available for paid assessments.        3         1
                                                               -------- ---------
                                                               $      7 $       7
                                                               ======== =========
Other Liabilities:                                                               
 Insolvency assessments....................................... $      5 $      13
                                                               ======== =========

Commitments                                                                     

Commitments to Fund Partnership Investments                                   

 The Company makes commitments to fund partnership investments in the normal
course of business. The amounts of these unfunded commitments were $483       
million and $446 million at December 31, 2013 and 2012, respectively. The     
Company anticipates that these amounts will be invested in partnerships over  
the next five years.                                                          

Mortgage Loan Commitments                                                     

The Company commits to lend funds under mortgage loan commitments. The    
amounts of these mortgage loan commitments were $61 million and $59 million at
December 31, 2013 and 2012, respectively.                                     

Commitments to Fund Private Corporate Bond Investments                        

 The Company commits to lend funds under private corporate bond investments.
The amounts of these unfunded commitments were $38 million and $72 million at 
December 31, 2013 and 2012, respectively.                                     

Guarantees                                                                      

In the normal course of its business, the Company has provided certain      
indemnities, guarantees and commitments to third parties such that it may be    
required to make payments now or in the future. In the context of acquisition,  
disposition, investment and other transactions, the Company has provided        
indemnities and guarantees, including those related to tax, environmental and   
other specific liabilities, and other indemnities and guarantees that are       
triggered by, among other things, breaches of representations, warranties or    
covenants provided by the Company. In addition, in the normal course of         
business, the Company provides indemnifications to counterparties in contracts  
with triggers similar to the foregoing, as well as for certain other            
liabilities, such as third-party lawsuits. These obligations are often subject  
to time limitations that vary in duration, including contractual limitations    
and those that arise by operation of law, such as applicable statutes of        
limitation. In some cases, the maximum potential obligation under the           
indemnities and guarantees is subject to a contractual limitation, while in     
other cases such limitations are not specified or applicable. Since certain of  
these obligations                                                               

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MetLife Investors USA Insurance Company 
(A Wholly-Owned Subsidiary of MetLife Insurance Company of Connecticut) 

Notes to the Consolidated Financial Statements -- (Continued) 

12. Contingencies, Commitments and Guarantees (continued)                       

are not subject to limitations, the Company does not believe that it is         
possible to determine the maximum potential amount that could become due under  
these guarantees in the future. Management believes that it is unlikely the     
Company will have to make any material payments under these indemnities,        
guarantees, or commitments.                                                     

In addition, the Company indemnifies its directors and officers as provided 
in its charters and by-laws. Also, the Company indemnifies its agents for       
liabilities incurred as a result of their representation of the Company's       
interests. Since these indemnities are generally not subject to limitation with 
respect to duration or amount, the Company does not believe that it is possible 
to determine the maximum potential amount that could become due under these     
indemnities in the future.                                                      

The Company had no liability for indemnities, guarantees and commitments at 
both December 31, 2013 and 2012.                                                

13. Related Party Transactions                                                  

Service Agreements                                                              

The Company has entered into various agreements with affiliates for services
necessary to conduct its activities. Typical services provided under these      
agreements include management, policy administrative functions, personnel,      
investment advice and distribution services. For certain agreements, charges    
are based on various performance measures or activity-based costing. The bases  
for such charges are modified and adjusted by management when necessary or      
appropriate to reflect fairly and equitably the actual incidence of cost        
incurred by the Company and/or affiliate. Expenses incurred with affiliates     
related to these agreements, recorded in other expenses, were $1.4 billion,     
$1.5 billion and $1.7 billion for the years ended December 31, 2013, 2012 and   
2011, respectively. Revenues received from affiliates related to these          
agreements, recorded in universal life and investment-type product policy fees, 
were $182 million, $150 million and $115 million for the years ended            
December 31, 2013, 2012 and 2011, respectively. Revenues received from          
affiliates related to these agreements, recorded in other revenues, were $153   
million, $133 million and $97 million for the years ended December 31, 2013,    
2012 and 2011, respectively.                                                    

The Company had net payables to affiliates, related to the items discussed  
above, of $235 million and $129 million at December 31, 2013 and 2012,          
respectively.                                                                   

See Notes 4 and 5 for additional information on related party transactions. 

14. Subsequent Event                                                            

The Company has evaluated events subsequent to December 31, 2013, through   
April 8, 2014, which is the date these consolidated financial statements were   
available to be issued, and has determined there are no material subsequent     
events requiring adjustment to or disclosure in the financial statements.       

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PART C  

OTHER INFORMATION 

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS                                      

                                                        [Enlarge/Download Table]
                                                                                                           
a.   Financial Statements                                                                                  
     --------------------                                                                                  

The following financial statements comprising each of the Sub-Accounts of the Separate Account are         
included in Part B hereof:                                                                                 

1.   Report of Independent Registered Public Accounting Firm.                                              

2.   Statements of Assets and Liabilities as of December 31, 2013.                                         

3.   Statements of Operations for the year ended December 31, 2013.                                        

4.   Statements of Changes in Net Assets for the years ended December 31, 2013 and 2012.                   

5.   Notes to the Financial Statements.                                                                    

The following consolidated financial statements of the Company are included in Part B hereof:              

1.   Independent Auditors' Report.                                                                         

2.   Consolidated Balance Sheets as of December 31, 2013 and 2012.                                         

3.   Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011.           

4.   Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013, 2012 and
     2011.                                                                                                 

5.   Consolidated Statements of Stockholder's Equity for the years ended December 31, 2013, 2012 and       
     2011.                                                                                                 

6.   Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011.           

7.   Notes to the Consolidated Financial Statements.                                                       


                                                        [Enlarge/Download Table]
                                                                                                                  
b.         Exhibits                                                                                               
           --------                                                                                               

1.         Certification of Restated Resolution of Board of Directors of the Company authorizing the establishment
           of the Separate Account (adopted May 18, 2004) (3)                                                     

2.         Not Applicable.                                                                                        

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

   (ii)    Amendment to Principal Underwriter's and Selling Agreement (effective January 1, 2002) (3)             

   (iii)   Form of Retail Sales Agreement (MLIDC 7-1-05 (LTC)) (6)                                                

   (iv)    Agreement and Plan of Merger (12-01-04) (MLIDC into GAD) (7)                                           

   (v)     Form of Enterprise Selling Agreement 02-10 (MetLife Investors Distribution Company Sales Agreement)    
           (17)                                                                                                   

   (vi)    Form of Enterprise Selling Agreement 09-12 (MetLife Investors Distribution Company Sales Agreement)    
           (25)                                                                                                   

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

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

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

   (iv)    Terminal Illness Rider (1)                                                                             

   (v)     Unisex Annuity Rates Rider( 1)                                                                         

   (vi)    Individual Retirement Annuity Endorsement 8023.1 (9/02) (3)                                            

   (vii)   Roth Individual Retirement Annuity Endorsement 9024.1 (9/02) (3)                                       

   (viii)  401(a)/403(a) Plan Endorsement 8025.1 (9/02) (3)                                                       

   (ix)    Tax Sheltered Annuity Endorsement 8026.1 (9/02) (3)                                                    

   (x)     Simple Individual Retirement Annuity Endorsement 8276 (9/02) (3)                                       

   (xi)    Form of Guaranteed Minimum Income Benefit Rider [GMIB Plus or GMIB III] 8018-2(05/05) (3)              


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   (xii)     Form of Contract Schedule [GMIB II, GMIB III, GWB I, GWB Enhanced, GWB II, GWB III, GMAB]          
             8028-4 (11/05) (4)                                                                                 

   (xiii)    Designated Beneficiary Non-Qualified Annuity Endorsement MLIU-NQ-1 (11/05)-I (4)                   

   (xiv)     Lifetime Guaranteed Withdrawal Benefit MLIU-690-3 (6/06) (6)                                       

   (xv)      Form of Contract Schedule 8028-5 (6/06) (LGWB) (6)                                                 

   (xvi)     Form of Contract Schedule 8028-6 (2/07)-VA (8)                                                     

   (xvii)    Form of Contract Schedule 8028-6 (2/07)-L (8)                                                      

   (xviii)   Guaranteed Minimum Death Benefit (GMDB) Rider MLIU-640-1 (4/08) (9)                                

   (xix)     Form of Contract Schedule Guaranteed Minimum Death Benefit (GMDB) Rider MLIU-EDB (4/08) (9)        

   (xx)      Guaranteed Minimum Income Benefit Rider Living Benefit MLIU-560-4 (4/08) (GMIB Plus II) (9)        

   (xxi)     Form of Contract Schedule Guaranteed Minimum Income Benefit (GMIB) Rider MLIU-EGMIB (4/08)         
             (GMIB Plus II) (16)                                                                                

   (xxii)    Lifetime Guaranteed Withdrawal Benefit Rider MLIU-690-4 (4/08) (LWG II) (9)                        

   (xxiii)   Form of Contract Schedule Lifetime Guaranteed Withdrawal Benefit MLIU-EGWB (4/08) (LWG II)         
              (13)                                                                                              

   (xxiv)    Form of Spousal Continuation Endorsement MLIU-GMIB (2/10)-E (17)                                   

   (xxv)     Form of Qualified Distribution Program Endorsement MLIU-RMD (7/10)-E (GMIB Plus III/EDB II)        
              (18)                                                                                              

   (xxvi)    Form of Tax-Sheltered Annuity Endorsement MLIU-398-3 (12/08) (19)                                  

   (xxvii)   Form of Contract Schedule 8028-6 (9/10) (TV GMIB/EDB Max) (19)                                     

   (xxviii)  Form of 401(a)/403(a) Plan Endorsement MLIU-401-3 (5/11) (21)                                      

5. (i)       Form of Variable Annuity Application APPVAUSAS-207 (8)                                             

   (ii)      Form of Variable Annuity Application 8406 (10/07) APPS April 2008 (11)                             

   (iii)     Form of Variable Annuity Application 8406 (10/07) APPS May 2011 (20)                               

   (iv)      Form of Variable Annuity Application 8406 (6/11) APPS Sep 2011 (20)                                

6. (i)       Copy of Restated Articles of Incorporation of the Company (3)                                      

   (ii)      Copy of the Bylaws of the Company (3)                                                              

   (iii)     Certificate of Amendment of Certificate of Incorporation filed 10/01/79 and signed 9/27/79 (4)     

   (iv)      Certificate of Change of Location of Registered Office and/or Registered Agent filed 2/26/80 and   
             effective 2/8/80 (3)                                                                               

   (v)       Certificate of Amendment of Certification of Incorporation signed 4/26/83 and certified 2/12/85 (3)

   (vi)      Certificate of Amendment of Certificate of Incorporation filed 10/22/84 and signed 10/19/84 (3)    

   (vii)     Certificate of Amendment of Certificate of Incorporation certified 8/31/94 and adopted 6/13/94 (3) 

   (viii)    Certificate of Amendment of Certificate of Incorporation of Security First Life Insurance Company  
             (name change to MetLife Investors USA Insurance Company) filed 1/8/01 and signed 12/18/00 (3)      

7. (i)(a)    Amended and Restated Automatic Reinsurance Agreement between MetLife Investors USA Insurance       
             Company and Exeter Reassurance Company, Ltd. (effective April 1, 2001) and amended and restated as 
             of July 1, 2004) (22)                                                                              

   (i)(b)    Amendment No. 1 through Amendment No. 16 to Automatic Reinsurance Agreement Effective as of        
             April 1, 2001 Amended and Restated as of July 1, 2004 (Agreement) between MetLife Investors USA    
             Insurance Company (Cedent) and Exeter Reassurance Company, Ltd. (Reinsurer) (22)                   

   (i)(c)    Amendment Nos. 17 and 18 to Automatic Reinsurance Agreement Effective as of April 1, 2001          
             Amended and Restated as of July 1, 2004 (Agreement) between MetLife Investors USA Insurance        
             Company (Cedent) and Exeter Reassurance Company, Ltd. (Reinsurer) (26)                             

   (ii)(a)   Automatic Reinsurance Agreement between MetLife Investors USA Insurance Company and MetLife        
             Insurance Company of Connecticut (effective January 1, 2011) (23)                                  


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      (ii)(b)   Amendment No. 1 to Automatic Reinsurance Agreement effective as of January 1, 2011 (Agreement)     
                between MetLife Investors USA Insurance Company (Cedent) and MetLife Insurance Company of          
                Connecticut (Reinsurer) amended as of April 29, 2011 (23)                                          

      (ii)(c)   Amendment No. 2 to Automatic Reinsurance Agreement effective as of January 1, 2011 (Agreement)     
                between MetLife Investors USA Insurance Company (Cedent) and MetLife Insurance Company of          
                Connecticut (Reinsurer) amended as of December 1, 2011 (21)                                        

      (ii)(d)   Amendment No. 3 to Automatic Reinsurance Agreement effective as of January 1, 2011 (Agreement)     
                between MetLife Investors USA Insurance Company (Cedent) and MetLife Insurance Company of          
                Connecticut (Reinsurer) amended as of April 1, 2012 (25)                                           

8.    (i)(a)    Participation Agreement Among Met Investors Series Trust, Met Investors Advisory Corp., MetLife    
                Investors Distribution Company and MetLife Investors USA Insurance Company (effective 02-12-01) (3)

      (ii)(b)   First Amendment to Participation Agreement (effective 02-12-01) Among Met Investors Series Trust,  
                Met Investors Advisory Corp., MetLife Investors Distribution Company and MetLife Investors USA     
                Insurance Company (effective 02-01-08); and Second Amendment to the Participation Agreement        
                (effective 02-12-01) Among Met Investors Series Trust, MetLife Advisers, LLC, MetLife Investors    
                Distribution Company, and MetLife Investors USA Insurance Company (effective 05-01-09) (14)        

      (ii)(c)   Amendment to Participation Agreement in effect Among Met Investors Series Trust, Met Investors     
                Advisory Corp., MetLife Investors Distribution Company and MetLife Investors USA Insurance         
                Company et al. (effective 04-30-10) (24)                                                           

      (ii)      Participation Agreement Among Metropolitan Series Fund, Inc., MetLife Advisors, LLC, Metropolitan  
                Life Insurance Company and MetLife Investors USA Insurance Company (effective 07-01-04) (5)        

      (iii)(a)  Participation Agreement Among Metropolitan Series Fund, Inc., MetLife Advisors, LLC, MetLife       
                Investors Distribution Company and MetLife Investors USA Insurance Company (effective 08-31-07)    
                (12)                                                                                               

      (iii)(b)  Amendment to Participation Agreement in effect Among Metropolitan Series Fund, Inc., MetLife       
                Advisers, LLC, MetLife Distribution Company and MetLife Investors USA Insurance Company et al.     
                (effective 04-30-10) (24)                                                                          

9.              Opinion and Consent of Counsel (8)                                                                 

10.             Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP) (filed herewith)  

11.             Not Applicable.                                                                                    

12.             Not Applicable.                                                                                    

13.   (i)       Powers of Attorney for Eric T. Steigerwalt, Susan A. Buffum, Elizabeth M. Forget, Jay S. Kaduson,  
                Stephen M. Kessler, Lisa S. Kuklinski, Peter M. Carlson and James J. Reilly (27)                   

      (ii)      Powers of Attorney for Kumar Das Gupta and Dina R. Lumerman (filed herewith)                       

 (1)            incorporated herein by reference to Registrant's Form N-4 (File Nos. 333-54464 and 811-03365) filed
                electronically on January 26, 2001.                                                                

 (2)            incorporated herein by reference to Registrant's Post-Effective Amendment No. 4 to Form N-4 (File  
                Nos. 333-54464 and 811-03365) filed electronically on April 30, 2003.                              

 (3)            incorporated herein by reference to Registrant's Post-Effective Amendment No. 6 to Form N-4 (File  
                Nos. 333-54464 and 811-03365) filed electronically on July 15, 2004.                               

 (4)            incorporated herein by reference to Registrant's Pre-Effective Amendment No. 1 to Form N-4/A (File 
                Nos. 333-127553 and 811-03365) filed electronically on September 15, 2005.                         

 (5)            incorporated herein by reference to Registrant's Post-Effective Amendment No. 14 to Form N-4 (File 
                Nos. 333-54464 and 811-03365) filed electronically on October 7, 2005.                             

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

 (7)            incorporated herein by reference to Registrant's Post-Effective Amendment No. 18 to Form N-4 (File 
                Nos. 333-54466 and 811-03365) filed electronically on April 16, 2007.                              

 (8)            incorporated herein by reference to Registrant's Pre-Effective Amendment No. 1 to Form N-4/A (File 
                Nos. 333-137369 and 811-03365) filed electronically on April, 17, 2007.                            

 (9)            incorporated herein by reference to Registrant's Post-Effective Amendment No. 27 to Form N-4 (File 
                Nos. 333-54464 and 811-03365) filed electronically on December 21, 2007.                           


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

(11)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 1 to Form N-4 (File    
      Nos. 333-137369 and 811-03365) filed electronically on April 15, 2008.                               

(12)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 26 to Form N-4 (File   
      Nos. 333-54464 and 811-03365) filed electronically on October 31, 2007.                              

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

(14)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 33 to Form N-4 (File   
      Nos. 333-54466 and 811-03365) filed electronically on April 22, 2009.                                

(15)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 3 to Form N-4 (File    
      Nos. 333-137369 and 811-03365) filed electronically on April 22, 2009.                               

(16)  incorporated herein by reference to Registrant's Pre-Effective Amendment No. 1 to Form N-4 (File Nos.
      333-156648 and 811-03365) filed electronically on January 9, 2009.                                   

(17)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 35 to Form N-4 (File   
      Nos. 333-54466 and 811-03365) filed electronically on April 22, 2010.                                

(18)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 6 to Form N-4 (File    
      Nos. 333-152385 and 811-03365) filed electronically on June 11, 2010.                                

(19)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 3 to Form N-4 (File    
      Nos. 333-156648 and 811-03365) filed electronically on March 22, 2011.                               

(20)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 7 to Form N-4 (File    
      Nos. 333-137369 and 811-03365) filed electronically on April 20, 2011.                               

(21)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 4 to Form N-4 (File    
      Nos. 333-176374 and 811-03365) filed electronically on April 11, 2012.                               

(22)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 26 to Form N-4 (File   
      Nos. 333-54470 and 811-03365) filed electronically on April 11, 2012.                                

(23)  incorporated herein by reference to Registrant's Pre-Effective Amendment No. 1 to Form N-4 (File Nos.
      333-176374 and 811-03365) filed electronically on September 2, 2011.                                 

(24)  incorporated herein by reference to Registrant's N-4 (File Nos. 333-179239 and 811-03365) filed      
      electronically on January 30, 2012.                                                                  

(25)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 12 to Form N-4 (File   
      Nos. 333-176374 and 811-03365) filed electronically on April 10, 2013.                               

(26)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 12 to Form N-4 (File   
      Nos. 333-137968 and 811-03365) filed electronically on April 11, 2013.                               

(27)  incorporated herein by reference to Registrant's Post-Effective Amendment No. 9 to Form N-4 (File    
      Nos. 333-137369 and 811-03365) filed electronically on April 12, 2013.                               


ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR                                

The following are the Officers and Directors who are engaged directly or        
indirectly in activities relating to the Registrant or the variable annuity     
contracts offered by the Registrant and the executive officers of the Company:  

                                                        [Enlarge/Download Table]

Name and Principal Business Address       Positions and Offices with Depositor                 
-----------------------------------       ------------------------------------                 
                                                                                               
        Eric T. Steigerwalt               Director, Chairman of the Board, President, and Chief
        Gragg Building                    Executive Officer                                    
        11225 North Community House Road                                                       
        Charlotte, NC 28277                                                                    

        Peter M. Carlson                  Executive Vice President and Chief Accounting Officer
        1095 Avenue of the Americas                                                            
        New York, NY 10036                                                                     

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


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Name and Principal Business Address               Positions and Offices with Depositor                
-----------------------------------               ------------------------------------                
                                                                                                      
         James J. Reilly                          Vice President-Finance (principal financial officer)
         One Financial Center Center, 21st Floor                                                      
         Boston, MA 02111                                                                             

         Jay S. Kaduson                           Director and Vice President                         
         Gragg Building                                                                               
         11225 North Community House Road                                                             
         Charlotte, NC 28277                                                                          

         Stephen M. Kessler                       Director                                            
         300 Davidson Avenue                                                                          
         Somerset, NJ 08873                                                                           

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

         Lisa S. Kuklinski                        Director and Vice President                         
         1095 Avenue of the Americans                                                                 
         New York, NY 10036                                                                           

         Kumar Das Gupta                          Director                                            
         Gragg Building                                                                               
         11225 North Community House Road                                                             
         Charlotte, NC 28277                                                                          

         Dina Lumerman                            Director                                            
         1095 Avenue of the Americas                                                                  
         New York, NY 10036                                                                           

         Tyla L. Reynolds                         Vice President and Secretary                        
         600 North King Street                                                                        
         Wilmington, DE 19801                                                                         

         John Peter Kyne III                      Vice President, Director of Compliance              
         Gragg Building                                                                               
         11225 North Community House Road                                                             
         Charlotte, NC 28277                                                                          

         Jonathan L. Rosenthal                    Vice President, Chief Hedging Officer               
         10 Park Avenue                                                                               
         Morristown, NJ 07962                                                                         

         Christopher A. Kremer                    Vice President                                      
         One Financial Center, 21st Floor                                                             
         Boston, MA 02111                                                                             

         Marian J. Zeldin                         Vice President                                      
         501 Route 22                                                                                 
         Bridgewater, NJ 08807                                                                        

         Karen A. Johnson                         Vice President                                      
         One Financial Center, 21st Floor                                                             
         Boston, MA 02111                                                                             

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

         Gregory E. Illson                        Vice President                                      
         One Financial Center                                                                         
         Boston, MA 02111                                                                             

         Jeffrey P. Halperin                      Vice President                                      
         Gragg Building                                                                               
         11225 North Community House Road                                                             
         Charlotte, NC 28277                                                                          

         Marlene B. Debel                         Treasurer                                           
         1095 Avenue of the Americas                                                                  
         New York, NY 10036                                                                           


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                                                        [Enlarge/Download Table]

Name and Principal Business Address        Positions and Offices with Depositor            
-----------------------------------        ------------------------------------            
                                                                                           
         Mark S. Reilly                    Vice President                                  
         1300 Hall Boulevard                                                               
         Bloomfield, CT 06002-2910                                                         

         Gene L. Lunman                    Vice President                                  
         Gragg Building                                                                    
         11225 North Community House Road                                                  
         Charlotte, NC 28277                                                               

         Robert L. Staffier, Jr.           Vice President                                  
         1 MetLife Plaza                                                                   
         27-01 Queens Plaza North                                                          
         Long Island City, NY 11101                                                        

         Scott E. Andrews                  Vice President                                  
         4700 Westown Pkwy., Suite 200                                                     
         West Des Moines, IA 50266                                                         

         Manish P. Bhatt                   Vice President                                  
         1095 Avenue of the Americas                                                       
         New York, NY 10036                                                                

         Henry W. Blaylock                 Vice President                                  
         200 Park Avenue, 12th Floor                                                       
         New York, NY 10166                                                                

         Cynthia Mallett                   Vice President                                  
         One Financial Center, 20th Floor                                                  
         Boston, MA 02111                                                                  

         Sabrina K. Model                  Vice President                                  
         501 Route 22                                                                      
         Bridgewater, NJ 08807                                                             

         John J. Iwanicki                  Vice President                                  
         18210 Crane Nest Drive                                                            
         Tampa, FL 33647                                                                   

         Nan D. Tecotzky                   Vice President                                  
         200 Park Avenue, 12th Floor                                                       
         New York, NY 10166                                                                

         Andrew Kaniuk                     Vice President                                  
         501 Route 22                                                                      
         Bridgewater, NJ 08807                                                             

         Jodi Anatole                      Vice President                                  
         1095 Avenue of the Americas                                                       
         New York, NY 10036                                                                

         Geoffrey A. Fradkin               Vice President                                  
         501 Route 22                                                                      
         Bridgewater, NJ 08807                                                             

         Lynn A. Dumais                    Vice President                                  
         18210 Crane Nest Drive                                                            
         Tampa, FL 33647                                                                   

         Timothy J. McLinden               Vice President                                  
         277 Park Avenue                                                                   
         New York, NY 10172                                                                

         Henryk Sulikowski, Jr.            Vice President and Actuary                      
         18210 Crane Nest Drive                                                            
         Tampa, FL                                                                         

         Stewart M. Ashkenazy              Vice President and Actuary, Illustration Actuary
         1095 Avenue of the Americas                                                       
         New York, NY 10036                                                                

         Enid M. Reichert                  Vice President and Appointed Actuary            
         501 Route 22                                                                      
         Bridgewater, NJ 08807                                                             

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ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR    
REGISTRANT                                                    

The Registrant is a separate account of MetLife Investors USA Insurance 
Company under Delaware insurance law. MetLife Investors USA Insurance Company   
is a wholly-owned direct subsidiary of MetLife Insurance Company of Connecticut 
which in turn is a direct subsidiary of MetLife, Inc., a publicly traded        
company. The following outline indicates those entities that are controlled by  
MetLife, Inc. or are under the common control of MetLife, Inc. No person is     
controlled by the Registrant.                                                   

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ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES
AS OF December 31, 2013 

The following is a list of subsidiaries of MetLife, Inc. updated as of          
December 31, 2013. Those entities which are listed at the left margin (labeled  
with capital letters) are direct subsidiaries of MetLife, Inc. Unless otherwise 
indicated, each entity which is indented under another entity is a subsidiary   
of that other entity and, therefore, an indirect subsidiary of MetLife, Inc.    
Certain inactive subsidiaries have been omitted from the MetLife, Inc.          
organizational listing. The voting securities (excluding directors' qualifying  
shares, if any) of the subsidiaries listed are 100% owned by their respective   
parent corporations, unless otherwise indicated. The jurisdiction of domicile   
of each subsidiary listed is set forth in the parenthetical following such      
subsidiary.                                                                     

A.    MetLife Group, Inc. (NY)                                                  

B.    MetLife Home Loans LLC (DE)                                               

C.    Exeter Reassurance Company, Ltd. (Cayman Islands)                         

D.    Metropolitan Tower Life Insurance Company (DE)                            

1.    EntreCap Real Estate II LLC (DE)                              

a)    PREFCO Dix-Huit LLC (CT)                          

b)    PREFCO X Holdings LLC (CT)                        

   c)    PREFCO Ten Limited Partnership (CT) - a 99.9% limited
                  partnership interest of PREFCO Ten Limited Partnership is held
   by EntreCap Real Estate II LLC and 0.1% general
 partnership is held by PREFCO X Holdings LLC.

d)    PREFCO Vingt LLC (CT)                             

    e)    PREFCO Twenty Limited Partnership (CT) - a 99% limited
                partnership interest of PREFCO Twenty Limited Partnership is
      held by EntreCap Real Estate II LLC and 1% general
partnership is held by PREFCO Vingt LLC.    

2.     Plaza Drive Properties, LLC (DE)                               

3.     MTL Leasing, LLC (DE)                                          

a)    PREFCO IX Realty LLC (CT)                         

b)    PREFCO XIV Holdings LLC (CT)                      

         c)    PREFCO Fourteen Limited Partnership (CT) -  a 99.9% limited
               partnership interest of PREFCO Fourteen Limited Partnership
               is held by MTL Leasing, LLC and 0.1% general partnership is
held by PREFCO XIV Holdings LLC.            

d)    1320 Venture LLC (DE)                             

                i)  1320 Owner LP (DE) - a 99.9% limited partnership of 1320
                 Owner LP is held by 1320 Venture LLC and 0.1% general
partnership is held by 1320 GP LLC. 

e)    1320 GP LLC (DE)                                  

E.    MetLife Chile Inversiones Limitada (Chile) - 70.4345328853% of MetLife    
   Chile Inversiones Limitada is owned by MetLife, Inc., 26.6071557459% by
American Life Insurance Company ("ALICO"), 2.9583113284% is owned by
 Inversiones MetLife Holdco Dos Limitada and 0.0000000404% is owned by
Natilportem Holdings, Inc.                                          

  1.    MetLife Chile Seguros de Vida S.A. (Chile) - 99.9969% of MetLife
       Chile Seguros de Vida S.A. is held by MetLife Chile Inversiones
    Limitada and 0.0031% by International Technical and Advisory
Services Limited.                                       

      a)    MetLife Chile Administradora de Mutuos Hipotecarios S.A.
              (Chile) - 99.99% of MetLife Chile Administradora de Mutuos
               Hipotecarios S.A.  is held by MetLife Chile Seguros de Vida
                 S.A. and 0.01% is held by MetLife Chile Inversiones Limitada.

2.    Legal Chile S.A. (Chile) - 51% of Legal Chile S.A. is owned by
        MetLife Chile Inversiones Limitada and the remaining interest is
owned by a third party.                                 

        a)    Legagroup S.A. (Chile) - 99% of Legagroup S.A. is owned by
             Legal Chile S.A. and the remaining interest is owned by a
third party.                                

3.    Inversiones MetLife Holdco Tres Limitada (Chile) - 99.9% of   
          Inversiones MetLife Holdco Tres Limitada is owned by MetLife Chile
     Inversiones Limitada and 0.1% is owned by Inversiones MetLife
Holdco Dos Limitada.                                    

         a)    MetLife Chile Acquisition Co. S.A. (Chile) - 45% of MetLife
              Chile Acquisition Co. S.A. is owned by Inversiones MetLife
            Holdco Dos Limitada, 45% is owned by Inversiones MetLife
          Holdco Tres Limitada and 10% is owned by MetLife Chile
Inversiones Limitada.                       

             i)    Inversiones Previsionales S.A. (Chile) - 99.999% of
                        Inversiones Previsionales S.A. is owned by MetLife Chile
                       Acquisition Co. S.A. and 0.001% is owned by Inversiones
MetLife Holdco Tres Limitada.   

                      aa)   AFP Provida S.A. (Chile) - 51.62% of AFP Provida
                            S.A. is owned by Inversiones Previsionales S.A.,
                           21.97% is owned indirectly (by means of ADR) by
                         MetLife Chile Acquisition Co. S.A., 17.79% is
                           owned directly by MetLife Chile Acquisition Co.
                             S.A. and the remainder is owned by third parties.

                             1)    Provida Internacional S.A. (Chile) - 99.99%
                                 of Provida Internacional S.A. is owned by
                                 AFP Provida S.A. and 0.01% by Inversiones
          Previsionales S.A.

                                    ii)   AFP Genesis Administradora de Fondos y
                                         Fidecomisos S.A. (Ecuador) - 99.9997%
                                    of AFP Genesis Administradora de
                                         Fondos y Fidecomisos S.A. is owned by
                                          Provida Internacional S.A. and 0.0003%
                                         is owned by Inversiones Previsionales
        S.A.

 4.    MetLife Chile Seguros Generales S.A. (Chile) - 99.9% of MetLife
           Chile Seguros Generales, S.A. is owned by MetLife Chile Inversiones
Limitada and 0.1% is owned by ITAS.                     

F.    MetLife Securities, Inc. (DE)                                             

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

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H.    Metropolitan Property and Casualty Insurance Company (RI)                 

1.    Metropolitan General Insurance Company (RI)                   

2.    Metropolitan Casualty Insurance Company (RI)                  

  3.    Metropolitan Direct Property and Casualty Insurance Company (RI)

4.    MetLife Auto & Home Insurance Agency, Inc. (RI)               

 5.    Metropolitan Group Property and Casualty Insurance Company (RI)

     a)    Metropolitan Reinsurance Company (U.K.) Limited (United
Kingdom)                                    

6.    Metropolitan Lloyds, Inc. (TX)                                

  a)    Metropolitan Lloyds Insurance Company of Texas (TX)-
                 Metropolitan Lloyds Insurance Company of Texas, an affiliated
           association, provides automobile, homeowner and related
           insurance for the Texas market. It is an association of
                individuals designated as underwriters. Metropolitan Lloyds,
            Inc., a subsidiary of Metropolitan Property and Casualty
                 Insurance Company, serves as the attorney-in-fact and manages
the association.                            

7.    Economy Fire & Casualty Company (IL)                          

a)    Economy Preferred Insurance Company (IL)          

b)    Economy Premier Assurance Company (IL)            

I.    MetLife Investors Insurance Company (MO)                                  

J.    First MetLife Investors Insurance Company (NY)                            

K.    Newbury Insurance Company, Limited (DE)                                   

L.    MetLife Investors Group, Inc. (DE)                                        

1.    MetLife Investors Distribution Company (MO)                   

2.    MetLife Advisers, LLC (MA)                                    

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M.    MetLife International Holdings, Inc. (DE)                                 

1.    MetLife Mexico Cares, S.A. de C.V. (Mexico)                   

a)    Fundacion MetLife Mexico, A.C. (Mexico)           

2.    Natiloportem Holdings, Inc. (DE)                              

       a)    Excelencia Operativa y Tecnologica, S.A. de C.V. (Mexico)

             i)   MLA Comercial, S.A. de C.V. (Mexico) 99% is owned by
                     Excelencia Operativa y Tecnologica, S.A. de C.V. and 1%
            is owned by MetLife Mexico Cares, S.A. de C.V.

             ii)  MLA Servicios, S.A. de C.V. (Mexico) 99% is owned by
                     Excelencia Operativa y Tecnologica, S.A. de C.V. and 1%
            is owned by MetLife Mexico Cares, S.A. de C.V.

   3.    PNB MetLife India Insurance Company Limited (India)- 26% is owned
         by MetLife International Holdings, Inc. and 74% is owned by third
parties.                                                

4.    Metropolitan Life Insurance Company of Hong Kong Limited (Hong
         Kong)- 99.99935% is owned by MetLife International Holdings, Inc.
and 0.00065% is owned by Natiloporterm Holdings, Inc.   

5.    MetLife Seguros S.A. (Argentina)- 79.3196% is owned by MetLife
      International Holdings, Inc., 2.6753% is owned by Natiloportem
Holdings, Inc., 16.2046% by ALICO and 1.8005% by ITAS.  

6.    Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil)-
 66.662% is owned by MetLife International Holdings, Inc.,
33.337% is owned by MetLife Worldwide Holdings, Inc. and
0.001% is owned by Natiloportem Holdings, Inc.          

7.    MetLife Global, Inc. (DE)                                     

     8.    MetLife Administradora de Fundos Multipatrocinados Ltda. (Brazil) -
       99.99998% of MetLife Administradora de Fundos Multipatrocinados
           Ltda. is owned by MetLife International Holdings, Inc. and 0.00002%
by Natiloportem Holdings, Inc.                          

9.    MetLife Services Limited (United Kingdom)                     

   10.   MetLife Seguros de Retiro S.A. (Argentina) - 95.5883% is owned by
 MetLife International Holdings, Inc., 3.1102% is owned by
          Natiloportem Holdings, Inc., 1.3014% by ALICO and 0.0001% by ITAS.

11.   Best Market S.A. (Argentina) - 5% of the shares are held by   
Natiloportem Holdings, Inc. and 95% is owned by MetLife 
International Holdings Inc.                             

  12.   Compania Inversora MetLife S.A. (Argentina) - 95.46% is owned by
  MetLife International Holdings, Inc. and 4.54% is owned by
Natiloportem Holdings, Inc.                             

          a)    MetLife Servicios S.A. (Argentina) - 18.87% of the shares of
         MetLife Servicios S.A. are held by Compania Inversora
                MetLife S.A., 79.88% is owned by MetLife Seguros S.A., 0.99%
               is held by Natiloportem Holdings, Inc. and 0.26% is held by
MetLife Seguros de Retiro S.A.              

13.   MetLife Worldwide Holdings, Inc. (DE)                         

a)    MetLife Direct Co., LTD. (Japan)                  

b)    MetLife Limited (Hong Kong)                       

14.   MetLife International Limited, LLC (DE)                       

   15.   MetLife Planos Odontologicos Ltda. (Brazil) - 99.999% is owned by
   MetLife International Holdings, Inc. and 0.001% is owned by
Natiloportem Holdings, Inc.                             

16.   MetLife Ireland Holdings One Limited (Ireland)                

a)    MetLife Global Holdings Corporation S.A. de C.V.  
                 (Mexico/Ireland) - 98.9% is owned by MetLife Ireland Holdings
          One Limited and 1.1% is owned by MetLife International
Limited, LLC.                               

    i)    MetLife Ireland Treasury Limited (Ireland)

                   a)    MetLife General Insurance Limited (Australia)

                       b)    MetLife Insurance Limited (Australia) - 91.16468%
                             of MetLife Insurance Limited (Australia) is owned
                            by MetLife Ireland Treasury Limited and 8.83532%
                             is owned by MetLife Global Holdings Corp. S.A. de
C.V.                

                    1)    The Direct Call Centre PTY Limited
   (Australia)

                             2)    MetLife Investments PTY Limited (Australia)

                                    aa)   MetLife Insurance and Investment Trust
                                       (Australia) - MetLife Insurance and
                                        Investment Trust is a trust vehicle,
                                   the trustee of which is MetLife
                                          Investments PTY Limited ("MIPL"). MIPL
                                   is a wholly owned subsidiary of
                              MetLife Insurance Limited.

                  ii)   Metropolitan Global Management, LLC (DE/Ireland) - 99.7%
                       is owned by MetLife Global Holdings Corporation S.A. de
               C.V. and 0.3% is owned by MetLife International
Holdings, Inc.                  

                      a)    MetLife Pensiones Mexico S.A. (Mexico)- 97.4738%
                           is owned by Metropolitan Global Management, LLC
                         and 2.5262% is owned by MetLife International
Holdings, Inc.      

                       b)    MetLife Mexico Servicios, S.A. de C.V. (Mexico) -
                           98% is owned by Metropolitan Global Management,
                        LLC and 2% is owned by MetLife International
Holdings, Inc.      

                       c)    MetLife Mexico S.A. (Mexico)- 99.050271% is owned
                      by Metropolitan Global Management, LLC and
                       0.949729% is owned by MetLife International
Holdings, Inc.      

                              1)    MetLife Afore, S.A. de C.V. (Mexico)- 99.99%
                                    is owned by MetLife Mexico S.A. and 0.01% is
                              owned by MetLife Pensiones Mexico S.A.

                                   aa)    Met1 SIEFORE, S.A. de C.V. (Mexico)-
                                       99.99% is owned by MetLife Afore,
                                        S.A. de C.V. and 0.01% is owned by
                         MetLife Mexico S.A.

                                   bb)    Met2 SIEFORE, S.A. de C.V. (Mexico)-
                                       99.99% is owned by MetLife Afore,
                                        S.A. de C.V. and 0.01% is owned by
                         MetLife Mexico S.A.

                                   cc)    MetA SIEFORE Adicional, S.A. de C.V.
                                          (Mexico)- 99.99% is owned by MetLife
                                      Afore, S.A. de C.V. and 0.01% is
                                  owned by MetLife Mexico S.A.

                                dd)    Met3 SIEFORE Basica, S.A. de C.V.
                                           (Mexico) - 99.99% is owned by MetLife
                                      Afore, S.A. de C.V. and 0.01% is
                                  owned by MetLife Mexico S.A.

                                    ee)    Met4 SIEFORE, S.A. de C.V. (Mexico) -
                                       99.99% is owned by MetLife Afore,
                                        S.A. de C.V. and 0.01% is owned by
                         MetLife Mexico S.A.

                                    ff)    Met5 SIEFORE, S.A. de C.V. (Mexico) -
                                       99.99% is owned by MetLife Afore,
                                        S.A. de C.V. and 0.01% is owned by
                         MetLife Mexico S.A.

                   2)    ML Capacitacion Comercial S.A. de
                              C.V.(Mexico) - 99% is owned by MetLife
                              Mexico S.A. and 1% is owned by MetLife
                  Mexico Cares, S.A. de C.V.

                  d)    MetLife Saengmyoung Insurance Co. Ltd. (also
                       known as MetLife Insurance Company of Korea
                      Limited) (South Korea)- 14.64% is owned by
                       MetLife Mexico, S.A. and 85.36% is owned by
                Metropolitan Global Management, LLC.

e)    Bolpyr S.A. (Uruguay)     

17.   MetLife Asia Pacific Limited (Hong Kong)                      

N.    Metropolitan Life Insurance Company (MLIC) (NY)                           

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

2.    St. James Fleet Investments Two Limited (Cayman Islands)      

    a)    Park Twenty Three Investments Company (United Kingdom)

               i)    Convent Station Euro Investments Four Company (United
Kingdom)                        

                    aa)    OMI MLIC Investments Limited (Cayman Islands)

3.    CRB Co., Inc. (MA)                                            

4.    MLIC Asset Holdings II LLC (DE)                               

a)    El Conquistador MAH II LLC (DE)                   

         b)    Mansell Office LLC (DE) - 73.0284% of Mansell Office LLC is
                owned by MLIC Asset Holdings II LLC and 26.9716% is owned by
MLIC CB Holdings LLC.                       

         c)    Mansell Retail LLC (DE) - 73.0284% of Mansell Retail LLC is
                owned by MLIC Asset Holdings II LLC and 26.9716% is owned by
MLIC CB Holdings LLC.                       

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5.    CC Holdco Manager (DE)                                        

6.    Alternative Fuel I, LLC (DE)                                  

7.    Transmountain Land & Livestock Company (MT)                   

8.    MetPark Funding, Inc. (DE)                                    

9.    HPZ Assets LLC (DE)                                           

10.   Missouri Reinsurance, Inc. (Cayman Islands)                   

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

a)    Midtown Heights, LLC (DE)                         

12.   MetLife Real Estate Cayman Company (Cayman Islands)           

13.   MetLife RC SF Member, LLC (DE)                                

14.   MetLife Private Equity Holdings, LLC (DE)                     

15.   23rd Street Investments, Inc. (DE)                            

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

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

             i)    Long Island Solar Farm, LLC (DE) - 9.61% membership
                       interest is held by MetLife Renewables Holding, LLC and
                   90.39% membership interest is held by LISF in which
                       MetLife Capital Limited Partnership has 100% beneficial
interest.                       

16.   Hyatt Legal Plans, Inc. (DE)                                  

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

17.   MetLife Holdings, Inc. (DE)                                   

a)    MetLife Credit Corp. (DE)                         

b)    MetLife Funding, Inc. (DE)                        

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18.   MetLife Investments Asia Limited (Hong Kong)                  

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

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

21.   New England Life Insurance Company (MA)                       

a)    New England Securities Corporation (MA)           

22.   General American Life Insurance Company (MO)                  

a)    GALIC Holdings LLC (DE)                           

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23.   Corporate Real Estate Holdings, LLC (DE)                      

   24.   Ten Park SPC (Cayman Islands) - 1% voting control of Ten Park SPC
is held by 23rd Street Investments, Inc.                

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

26.   Headland-Pacific Palisades, LLC (CA)                          

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

28.   WFP 1000 Holding Company GP, LLC (DE)                         

29.   White Oak Royalty Company (OK)                                

30.   500 Grant Street GP LLC (DE)                                  

   31.   500 Grant Street Associates Limited Partnership (CT) - 99% of 500
           Grant Street Associates Limited Partnership is held by Metropolitan
 Life Insurance Company and 1% by 500 Grant Street GP LLC.

     32.   MetLife Mall Ventures Limited Partnership (DE) - 99% LP interest of
            MetLife Mall Ventures Limited Partnership is owned by MLIC and 1% GP
    interest is owned by Metropolitan Tower Realty Company, Inc.

         a)   HMS Master Limited Partnership (DE) - 60% LP interest of HMS
              Master Limited Partnership is owned by MetLife Mall Ventures
            Limited Partnership. A 40% LP interest is owned by a third
           party. Metropolitan Tower Realty Company, Inc. is the GP.

i)   HMS Southpark Residential LLC (DE)       

33.   MetLife Retirement Services LLC (NJ)                          

a)   MetLife Investment Funds Services LLC (NJ)         

i)   MetLife Associates LLC (DE)              

34.   Euro CL Investments LLC (DE)                                  

35.   MEX DF Properties, LLC (DE)                                   

   36.   MSV Irvine Property, LLC (DE) - 4% of MSV Irvine Property, LLC is
         owned by Metropolitan Tower Realty Company, Inc. and 96% is owned
by Metropolitan Life Insurance Company                  

37.   MetLife Properties Ventures, LLC (DE)                         

a)   Citypoint Holdings II Limited (United Kingdom)     

38.   Housing Fund Manager, LLC (DE)                                

       a)   MTC Fund I, LLC (DE) - 0.01% of MTC Fund I, LLC is held by
               Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the
               managing member LLC and the remaining interests are held by a
third party member.                           

         b)   MTC Fund II, LLC (DE) - 0.01% of MTC Fund II, LLC is held by
               Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the
               managing member LLC and the remaining interests are held by a
third party member.                           

           c)   MTC Fund III, LLC (DE) - 0.01% of MTC Fund III, LLC is held by
               Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the
               managing member LLC and the remaining interests are held by a
third party member.                           

39.   MLIC Asset Holdings LLC (DE)                                  

40.   85 Broad Street Mezzanine LLC (DE)                            

a)   85 Broad Street LLC (DE)                           

41.   The Building at 575 Fifth Avenue Mezzanine LLC (DE)           

a)   The Building at 575 Fifth LLC (DE)                 

42.   ML Bridgeside Apartments LLC (DE)                             

   43.   Para-Met Plaza Associates (FL)- 75% of the General Partnership is
          held by Metropolitan Life Insurance Company and 25% of the General
      Partnership is held by Metropolitan Tower Realty Company, Inc.

44.   MLIC CB Holdings LLC (DE)                                     

45.   Met II Office Mezzanine LLC (FL) - 10.4167% of the membership 
          interest is owned by Metropolitan Tower Life Insurance Company and
 89.5833% is owned by Metropolitan Life Insurance Company.

a)   Met II Office, LLC (FL)                            

46.   The Worthington Series Trust (DE)                             

    47.   MetLife CC Member, LLC (DE) - 63.415% of MetLife CC Member, LLC is
       held by Metropolitan Life Insurance Company, 17.073% by MetLife
     Investors USA Insurance Company, 14.634% by MetLife Insurance
            Company of Connecticut and 4.878% by General American Life Insurance
Company.                                                

48.   Oconee Hotel Company, LLC (DE)                                

49.   Oconee Land Company, LLC (DE)                                 

a)  Oconee Land Development Company, LLC (DE)           

b)  Oconee Golf Company, LLC (DE)                       

c)  Oconee Marina Company, LLC (DE)                     

50.   1201 TAB Manager, LLC (DE)                                    

51.   MetLife 1201 TAB Member, LLC (DE) - 69.66% of MetLife 1201 TAB
           Member, LLC is owned by Metropolitan Life Insurance Company, 12.07%
            is owned by MetLife Investors USA Insurance Company, 15.17% is owned
        by MetLife Insurance Company of Connecticut and 3.1% is owned by
Metropolitan Property and Casualty Insurance Company.   

          a)  1201 TAB Owner, LLC (DE) - 50% of 1201 TAB Owner, LLC is owned
               by Metlife 1201 TAB Member, LLC and the remainder is owned by a
            third party. Metlife 1201 TAB Manager, LLC is the manager of
1201 TAB Owner, LLC.                            

     52.   MetLife LHH Member, LLC (DE) - 69.23% of MetLife LHH Member, LLC is
        owned by Metropolitan Life Insurance Company, 19.78% is owned by
          MetLife Investors USA Insurance Company and 10.99% is owned by New
England Life Insurance Company.                         

53.   Ashton Southend GP, LLC (DE)                                  

    54.   Tremont Partners, LP (DE) - 99.9% LP interest of Tremont Partners,
      LP is owned by Metropolitan Life Insurance Company and 0.1% GP
interest is owned by Ashton Southend GP, LLC.           

55.   Riverway Residential, LP (DE) - 99.9% LP interest of Riverway 
           Residential, LP is owned by Metropolitan Life Insurance Company and
            0.1% GP interest is owned by Metropolitan Tower Realty Company, Inc.

56.   10420 McKinley Partners, LP (DE) - 99.9% LP interest of 10420 
     McKinley Partners, LP is owned by Metropolitan Life Insurance
          Company and 0.1% GP interest is owned by Metropolitan Tower Realty
Company, Inc.                                           

57.   Ardrey Kell Townhomes, LLC (DE)                               

58.   Boulevard Residential, LLC (DE)                               

59.   465 N. Park Drive, LLC (DE)                                   

60.   Ashton Judiciary Square, LLC (DE)                             

     61.   Sandpiper Cove Associates, LLC (DE) - 90.59% membership interest of
          Sandpiper Cove Associates, LLC is owned by MLIC and 9.41% is owned
by Metropolitan Tower Realty Company.                   

62.   1900 McKinley Properties, LP (DE) - 99.9% LP interest of 1900 
        McKinley Properties, LP is owned by MLIC and 0.1% GP interest is
owned by Metropolitan Tower Realty Company, Inc.        

63.   Marketplace Residences, LLC (DE)                              

64.   ML Swan Mezz, LLC (DE)                                        

a)    ML Swan GP, LLC (DE)                              

65.   ML Dolphin Mezz, LLC (DE)                                     

a)    ML Dolphin GP, LLC (DE)                           

66.   Haskell East Village, LLC (DE)                                

67.   MetLife Cabo Hilton Member, LLC (DE) - 54.129% of MetLife Cabo
           Hilton Member, LLC is owned by MLIC, 16.9% by General American Life
           Insurance Company, 16.9% by MetLife Investors USA Insurance Company
and 12.071% by MetLife Insurance Company of Connecticut.

68.   ML Terraces, LLC (DE)                                         

69.   Chestnut Flats Wind, LLC (DE)                                 

70.   MetLife 425 MKT Member, LLC (DE)                              

71.   MetLife OFC Member, LLC (DE)                                  

        a)   OFC Boston, LLC (DE) - 52.5% of OFC Boston, LLC is owned by
              MetLife OFC Member, LLC and 47.5% is owned by a third party.

i)   OFC REIT, LLC (DE)                       

        1)   Dewey Square Tower Associates, LLC (MA)

    72.   MetLife THR Investor, LLC (DE) - 85% of MetLife THR Investors, LLC
is owned by MLIC and 15% is owned by MICC.              

  73.   ML Southmore, LLC (DE) - 75.12% of ML Southmore, LLC is owned by
MLIC and 24.88% is owned by MICC.                       

74.   ML - AI MetLife Member 1, LLC (DE) - 83.675% of the membership
  interest is owned by MLIC, 5.762% by MLI USA and 4.801% by
Metropolitan Property and Casualty Insurance Company.   

         a)   ML - AI Venture 1, LLC (DE) - 51% of ML-AI Venture 1, LLC is
            owned by ML-AI MetLife Member 1, LLC and 49% is owned by a
              third party. MetLife Investment Management, LLC is the asset
manager.                                      

i)   ML-AI 125 Wacker, LLC (DE)               

75.   MetLife CB W/A, LLC (DE)                                      

 76.   MetLife Camino Ramon Member, LLC (DE) - 78.6% of MetLife Camino
      Ramon Member, LLC is owned by MLIC and 21.4% is owned by MICC.

O.    MetLife Capital Trust IV (DE)                                             

P.    MetLife Insurance Company of Connecticut (MICC) (CT) - 86.72% is owned by 
MetLife, Inc. and 13.28% by MetLife Investors Group, Inc.           

1.    MetLife Property Ventures Canada ULC (Canada)                 

      2.    Pilgrim Alternative Investments Opportunity Fund III Associates, LLC
           (CT) - 67% is owned by MetLife Insurance Company of Connecticut and
33% is owned by third party.                            

3.    Metropolitan Connecticut Properties Ventures, LLC (DE)        

4.    MetLife Canadian Property Ventures LLC (NY)                   

5.    Euro TI Investments LLC (DE)                                  

6.    Greenwich Street Investments, L.L.C. (DE)                     

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

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

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

8.    Plaza LLC (CT)                                                

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

10.   MetLife European Holdings, LLC (DE)                           

a)    MetLife Assurance Limited (United Kingdom)        

11.   Travelers International Investments Ltd. (Cayman Islands)     

12.   Euro TL Investments LLC (DE)                                  

13.   Corrigan TLP LLC (DE)                                         

14.   TLA Holdings LLC (DE)                                         

a)    The Prospect Company (DE)                         

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

16.   MetLife Investors USA Insurance Company (MLI USA) (DE)        

a)    MetLife Renewables Holding, LLC (DE)              

i)    Greater Sandhill I, LLC (DE)          

17.   TLA Holdings II LLC (DE)                                      

18.   TLA Holdings III LLC (DE)                                     

 19.   MetLife Greenstone Southeast Venture, LLC (DE) - 95% of MetLife
       Greenstone Southeast Venture, LLC is owned by MetLife Insurance
          Company of Connecticut and 5% is owned by Metropolitan Connecticut
Properties Ventures, LLC.                               

a)    MLGP Lakeside, LLC (DE)                           

Q.    MetLife Reinsurance Company of South Carolina (SC)                        

R.    MetLife Investment Management, LLC (DE)                                   

1.   MetLife International PE Fund I GP LLC (DE)                    

           a)    MetLife International PE Fund I, LP (Cayman Islands) - 92.5935%
                 of the Limited Partnership interests of this entity is owned by
               MetLife Alico Life Insurance K.K., 4.115% is owned by MetLife
                 Mexico S.A., 2.716% is owned by MetLife Limited (Hong Kong) and
              the remaining 0.576% is owned by Metropolitan Life Insurance
Company of Hong Kong Limited.                 

2.   MetLife Loan Asset Management LLC (DE)                         

3.   MetLife Core Property Fund GP, LLC (DE)                        

           a)   MetLife Core Property Fund, LP (DE) - MetLife Core Property Fund
                GP, LLC is the general partner of MetLife Core Property Fund, LP
               (the "Fund"). A substantial majority of the limited partnership
              interests in the Fund are held by third parties. The following
           affiliates hold a minority share of the limited partnership
               interests in the Fund: Metropolitan Life Insurance Company owns
            23.7%, General American Life Insurance Company owns 0.1% and
   MetLife Insurance Company of Connecticut owns 0.2%.

i)   MetLife Core Property REIT, LLC (DE)       

                  aa)   MetLife Core Property Holdings, LLC (DE) - MetLife
                     Core Property Holdings, LLC holds the following
                        single-property limited liability companies: MCP 7
                          Riverway, LLC, MCP SoCal Industry- Redondo, LLC, MCP
                 SoCal Industrial-Springdale, LLC, MCP SoCal
          Industrial-Concourse, LLC, MCP SoCal
         Industrial-Kellwood, LLC, MCP SoCal
                           Industrial-Bernado, LLC, MCP SoCal Industrial-Canyon,
                       LLC, MCP SoCal Industrial-Anaheim, LLC, MCP SoCal
                          Industrial-LAX, LLC, MCP SoCal Industrial-Fullerton,
                       LLC, MCP SoCal Industrial-Ontario, LLC, MCP SoCal
                        Industrial-Loker, LLC, MCP Paragon Point, LLC, MCP
                         4600 South Syracuse, LLC, MCP The Palms Doral, LLC,
                          MCP Waterfront Atrium, LLC, MCP EnV Chicago, LLC,MCP
                        100 Congress, LLC, MCP 1900 McKinney, LLC, MCP 550
                         West Washington, LLC, MCP Main Street Village, LLC,
                           MCP Lodge At Lakecrest, LLC and MCP Ashton South End,
LLC                       

S.    MetLife Standby I, LLC (DE)                                               

1.   MetLife Exchange Trust I (DE)                                  

T.    MetLife Services and Solutions, LLC (DE)                                  

1.   MetLife Solutions Pte. Ltd. (Singapore)                        

a)    MetLife Services East Private Limited (India)       

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

U.    SafeGuard Health Enterprises, Inc. (DE)                                   

1.   MetLife Health Plans, Inc. (DE)                                

2.   SafeGuard Health Plans, Inc. (CA)                              

3.   SafeHealth Life Insurance Company (CA)                         

4.   SafeGuard Health Plans, Inc. (FL)                              

5.   SafeGuard Health Plans, Inc. (NV)                              

6.   SafeGuard Health Plans, Inc. (TX)                              

V.    MetLife Capital Trust X (DE)                                              

W.    Cova Life Management Company (DE)                                         

X.    MetLife Reinsurance Company of Charleston (SC)                            

Y.    MetLife Reinsurance Company of Vermont (VT)                               

Z.    Delaware American Life Insurance Company (DE)                             

AA.   Federal Flood Certification LLC (TX)                                      

AB.   American Life Insurance Company (ALICO) (DE)                              

1.    MetLife ALICO Life Insurance K.K. (Japan)                     

a)  Nagasaki Operation Yugen Kaisha (Japan)       

b)  Communication One Kabushiki Kaisha (Japan)    

c)  Financial Learning Kabushiki Kaisha (Japan)   

2.    MetLife Global Holding Company I GmbH (Swiss I) (Switzerland) 

   a)  MetLife Global Holding Company II GmbH (Swiss II)
(Switzerland)                             

                i)  MetLife Emeklilik ve Hayat A.S. (Turkey) - 99.9788% of
                 MetLife Emeklilik ve Hayat A.S. is owned by Metlife
               Global Holding Company II GmbH (Swiss II) and the
remainder by third parties.       

   ii) ALICO European Holdings Limited (Ireland)

aa) ZAO Maser D (Russia)          

                          1) ZAO ALICO Insurance Company (Russia) - 51% of ZAO
                            ALICO Insurance Company is owned by ZAO Master D
                      and 49% is owned by MetLife Global Holding
Company II GmbH.    

      ii) MetLife EU Holding Company Limited (Ireland)

                   aa) MetLife Europe Limited (Ireland) - 93% of MetLife
                           Europe Limited is owned by MetLife EU Holding Company
       Limited and 7% is owned by ALICO.

                          1. MetLife Pension Trustees Limited (United Kingdom)

bb) Agenvita S.r.l. (Italy)       

                    cc) MetLife Europe Insurance Limited (Ireland)- 93% of
                          MetLife Europe Insurance Limited is owned by MetLife
                          EU Holding Company Limited and 7% is owned by ALICO.

           dd) MetLife Europe Services Limited (Ireland)

            ee) MetLife Insurance Limited (United Kingdom)

  ff) MetLife Limited (United Kingdom)

             gg) MetLife Services, Sociedad Limitada (Spain)

                  hh) MetLife Insurance S.A./NV (Belgium) - 99.999% of
                      MetLife Insurance S.A./NV is owned by MetLife EU
                    Holding Company Limited and 0.001% is owned by
Natilportem Holdings, Inc.

   ii) MetLife Solutions S.A.S. (France)

  jj) Metlife Biztosito Zrt. (Hungary)

                          1) First American-Hungarian Insurance Agency Limited
(Hungary)           

              kk) Metropolitan Life Asigurari S.A. (Romania) -
                        99.9982018% of Metropolitan Life Asigurari S.A. is
                         owned by MetLife EU Holding Company Limited and the
                    remaining 0.0017982% is owned by International
              Technical and Advisory Services Limited.

                       1) ALICO Societate de Administrare a unui Fond de
                      Pensii Administrat Privat S.A. (Romania) -
                              99.9748% of ALICO Societate de Administrare a unui
                              Fond de Pensii Administrat Privat S.A. is owned by
                             ALICO Asigurari Romania S.A. and 0.0252% is owned
         by AMPLICO Services Sp z.o.o.

                    2) Metropolitan Training and Consulting S.R.L.
(Romania)           

                      3) APF Societate de Administrare a Fondurilor De
                          Pensii Facultative (APF) (Romania) - 99.99% of
                            APF is owned by Metropolitan Life Asigurari S.A.
               and 0.01% is owned by ITAS Limited.

             ll) MetLife AMSLICO poist'ovna, a.s. (Slovakia)

                        1) ALICO Services Central Europe s.r.o. (Slovakia)

                      2) ALICO Funds Central Europe sprav. spol., a.s.
(Slovakia)          

           mm) MetLife pojist'ovna a.s. (Czech Republic)

                     nn) AMPLICO Life-First American Polish Life Insurance &
        Reinsurance Company, S.A. (Poland)

            a) Amplico Services Sp z.o.o. (Poland)

                       b) AMPLICO Towartzystwo Funduszky Inwestycyjnych,
S.A. (Poland)       

                        c) AMPLICO Powszechne Towartzystwo Emerytalne S.A.
                            (Poland) - 50% of AMPLICO Powszechne Towarzystwo
                          Emerytalne S.A. is owned by AMPLICO Life-First
                        American Polish Life Insurance & Reinsurance
                           Company, S.A. and the remaining 50% is owned by
               MetLife EU Holding Company Limited.

            oo) MetLife Holdings (Cyprus) Limited (Cyprus)

                         a) American Life Insurance Company (Cyprus) Limited
(Cyprus)            

                      pp) ALICO Bulgaria Zhivotozastrahovatelno Druzhestvo EAD
(Bulgaria)                

                    qq) MetLife Alico Life Insurance Company S.A. (Greece)

                        a) ALICO Mutual Fund Management Company (Greece) -
                          90% of ALICO Mutual Fund Management Company is
                              owned by MetLife Alico Life Insurance Company S.A.
                             (Greece) and the remaining interests are owned by
third parties.      

3.    Pharaonic American Life Insurance Company (Egypt) - 84.125% of
           Pharaonic American Life Insurance Company is owned by ALICO and the
remaining interests are owned by third parties.         

     4.    American Life Insurance Company (Pakistan) Ltd. (Pakistan) - 81.96%
            of American Life Insurance Company (Pakistan) Ltd. is owned by ALICO
and the remaining interests are owned by third parties. 

5.    International Investment Holding Company Limited (Russia)     

6.    MetLife Akcionarsko Drustvo za Zivotno Osiguranje (Serbia) -  
        99.98% of MetLife Akcionarska Drustvoza za Zivotno Osiguranje is
        owned by ALICO and the remaining 0.02% is owned by International
Technical and Advisory Services Limited.                

7.    ALICO Management Services Limited (United Kingdom)            

8.    ZEUS Administration Services Limited (United Kingdom)         

   9.    ALICO Trustees Ltd. (United Kingdom) - 50% of ALICO Trustees (UK)
     Ltd. is owned by ALICO and the remaining interest is owned by
International Technical and Advisory Services Limited.  

  10.   PJSC ALICO Ukraine (Ukraine) - 99.9988% of PJSC ALICO Ukraine is
      owned by ALICO 0.0006% is owned by International Technical and
       Advisory Services Limited and the remaining 0.0006% is owned by
Borderland Investment Limited.                          

11.   Borderland Investment Limited (USA-Delaware)                  

           a)    ALICO Hellas Single Member Limited Liability Company (Greece)

12.   International Technical and Advisory Services Limited (ITAS)  
(USA-Delaware)                                          

13.   ALICO Operations Inc. (USA-Delaware)                          

a)    MetLife Asset Management Corp. (Japan)            

   14.   MetLife Colombia Seguros de Vida S.A. (Colombia) - 94.9899823% of
           MetLife Colombia Seguros de Vida S.A. is owned by ALICO, 5.0100106%
         is owned by International Technical and Advisory Services Limited
and the remaining interests are owned by third parties. 

  15.   MetLife Mas, S.A. de C.V. (Mexico) - 99.9997546% of MetLife Mas,
           SA de CV is owned by ALICO and 0.0002454% is owned by International
Technical and Advisory Services Limited.                

      16.   MetLife Seguros S.A. (Uruguay) - 74.9187% of MetLife Seguros S.A. is
        owned by ALICO, 25.0798% by MetLife, Inc. and 0.0015% by a third
party (Oscar Schmidt).                                  

  17.   ALICO Properties, Inc. (USA-Delaware) - 51% of ALICO Properties,
       Inc. is owned by ALICO and the remaining interests are owned by
third parties.                                          

a)    Global Properties, Inc. (USA-Delaware)            

18.   Alpha Properties, Inc. (USA-Delaware)                         

19.   Beta Properties, Inc. (USA-Delaware)                          

20.   Delta Properties Japan, Inc. (USA-Delaware)                   

21.   Epsilon Properties Japan, Inc. (USA-Delaware)                 

22.   Iris Properties, Inc. (USA-Delaware)                          

23.   Kappa Properties Japan, Inc. (USA-Delaware)                   

AC.   MetLife Global Benefits, Ltd. (Cayman Islands)                            

AD.   Inversiones Metlife Holdco Dos Limitada (Chile) - 99.999338695% of        
Inversiones MetLife Holdco Dos Limitada is owned by MetLife, Inc.,  
0.00065469% is owned by MetLife International Holdings, Inc. and    
0.000006613% is owned by Natiloportem.                              

AE.   MetLife Consumer Services, Inc. (DE)                                      

AF.   MetLife Reinsurance Company of Delaware (DE)                              

1) The voting securities (excluding directors' qualifying shares, if any) of    
each subsidiary shown on the organizational chart are 100% owned by their       
respective parent corporation, unless otherwise indicated.                      

2) The Metropolitan Money Market Pool and MetLife Intermediate Income Pool are  
pass-through investment pools, of which Metropolitan Life Insurance Company     
and/or its subsidiaries and/or affiliates are general partners.                 

3) The MetLife, Inc. organizational chart does not include real estate joint    
ventures and partnerships of which MetLife, Inc. and/or its subsidiaries is an  
investment partner. In addition, certain inactive subsidiaries have also been   
omitted.                                                                        

4) MetLife Services EEIG is a cost-sharing mechanism used in the EU for EU-     
affiliated members.                                                             

 6

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ITEM 27. NUMBER OF CONTRACT OWNERS                                              

As of January 31, 2014, there were 415,286 owners of qualified contracts and    
185,826 owners of non-qualified contracts offered by the Registrant (MetLife    
Investors USA Separate Account A).                                              

ITEM 28. INDEMNIFICATION                                                        

  The Depositor's parent, MetLife, Inc. has secured a Financial Institutions
Bond in the amount of $50,000,000, subject to a $5,000,000 deductible. MetLife, 
Inc. also maintains a Directors and Officers Liability and Corporate            
Reimbursement Insurance Policy with limits of $400 million under which the      
Depositor and MetLife Investors Distribution Company, the Registrant's          
underwriter (the "underwriter"), as well as certain other subsidiaries of       
MetLife are covered. A provision in Metlife, Inc.'s by-laws provides for the    
indemnification (under certain circumstances) of individuals serving as         
directors or officers of certain organizations, including the Depositor and the 
Underwriter.                                                                    

A director of the corporation shall not be personally liable to the     
corporation or its stockholders for monetary damages for breach of fiduciary    
duty as a director, except for liability (i) for any breach of the director's   
duty of loyalty to the corporation or its stockholders, (ii) for acts or        
omissions not in good faith or which would involve intentional misconduct or a  
knowing violation of law, (iii) under Section 174 of the Delaware General       
Corporation Law, or (iv) for any transaction from which the director derived    
any improper personal benefit. The foregoing sentence notwithstanding, if the   
Delaware General Corporation Law hereafter is amended to authorized further     
limitations of the liability of a director of a corporation, then a director of 
the corporation, in addition to the circumstances in which a director is not    
personally liable as set forth in the preceding sentence, shall be held free    
from liability to the fullest extent permitted by the Delaware General          
Corporation Law as so amended. Any repeal or modification of the foregoing      
provisions of this Article 7 by the stockholders of the corporation shall not   
adversely affect any right or protection of a director of the corporation       
existing at the time of such repeal or modification.                            

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

ITEM 29. PRINCIPAL UNDERWRITERS                                                 

(a)  MetLife Investors Distribution Company is the principal underwriter for
the following investment companies (other than Registrant):       

Met Investors Series Trust                                                      
MetLife Investors USA Variable Life Account A                                   
MetLife Investors Variable Annuity Account One                                  
MetLife Investors Variable Life Account One                                     
First MetLife Investors Variable Annuity Account One                            
General American Separate Account Eleven                                        
General American Separate Account Twenty-Eight                                  
General American Separate Account Twenty-Nine                                   
General American Separate Account Two                                           
Security Equity Separate Account Twenty-Six                                     
Security Equity Separate Account Twenty-Seven                                   
MetLife of CT Separate Account QPN for Variable Annuities                       
MetLife of CT Fund UL for Variable Life Insurance                               
MetLife of CT Fund UL III for Variable Life Insurance                           
Metropolitan Life Variable Annuity Separate Account II                          

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MetLife of CT Separate Account Eleven for Variable Annuities                    
Metropolitan Life Separate Account E                                            
Metropolitan Life Separate Account UL                                           
Paragon Separate Account A                                                      
Paragon Separate Account B                                                      
Paragon Separate Account C                                                      
Paragon Separate Account D                                                      
Metropolitan Series Fund                                                        
Metropolitan Tower Life Separate Account One                                    
Metropolitan Tower Life Separate Account Two                                    

New England Life Retirement Investment Account                                  
New England Variable Annuity Fund I                                             
New England Variable Annuity Separate Account                                   
New England Variable Life Separate Account                                      
Separate Account No. 13S                                                        

(b)  MetLife Investors Distribution Company is the principal underwriter for
    the Contracts. The following persons are the officers and directors of
    MetLife Investors Distribution Company. The principal business address
for MetLife Investors Distribution Company is 1095 Avenue of the  
Americas, New York, NY 10036.                                     

                                                        [Enlarge/Download Table]

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

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

Paul A. LaPiana                      Director and Executive Vice President, National Sales Manager-Life
Gragg Building                                                                                         
11225 North Community House Road                                                                       
Charlotte, NC 28277                                                                                    

Jay S. Kaduson                       Senior Vice President                                             
Gragg Building                                                                                         
11225 North Community House Road                                                                       
Charlotte, NC 28277                                                                                    

Andrew Aiello                        Senior Vice President, Channel Head-National Accounts             
Gragg Building                                                                                         
11225 North Community House Road                                                                       
Charlotte, NC 28277                                                                                    

Tyla L. Reynolds                     Vice President and Secretary                                      
600 North King Street                                                                                  
Wilmington, DE 19801                                                                                   

Marlene B. Debel                     Treasurer                                                         
1095 Avenue of the Americas                                                                            
New York, NY 10036                                                                                     

John G. Martinez                     Vice President and Chief Financial Officer                        
18210 Crane Nest Dr.                                                                                   
Tampa, FL 33647                                                                                        

John Peter Kyne, III                 Vice President, Director of Compliance                            
Gragg Building                                                                                         
11225 North Community House Road                                                                       
Charlotte, NC 28277                                                                                    

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

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

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

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(c)  Compensation from the Registrant. The following commissions and other  
    compensation were received by the Distributor, directly or indirectly,
from the Registrant during the Registrant's last fiscal year:     

                                                        [Enlarge/Download Table]

                   (1)                           (2)              (3)            (4)           (5)     
                                           Net Underwriting                                            
                                            Discounts And     Compensation    Brokerage       Other    
Name of Principal Underwriter                Commissions     On Redemption   Commissions   Compensation
----------------------------------------- ----------------- --------------- ------------- -------------

                                                                                                       
 MetLife Investors Distribution Company     $456,083,088         $0             $0            $0       


ITEM 30. LOCATION OF ACCOUNTS AND RECORDS                                       

  The following companies will maintain possession of the documents required
by Section 31(a) of the Investment Company Act of 1940 and the Rules            
thereunder:                                                                     

(a) Registrant                                                          

 (b) MetLife Annuity Operations, 4700 Westown Parkway, Bldg. 4, Suite 200,
West Des Moines, IA 50266                                                       

(c) State Street Bank & Trust Company, 225 Franklin Street, Boston, MA  
02110                                                                           

(d) MetLife Investors Distribution Company, 1095 Avenue of the Americas,
New York, NY 10036                                                              

(e) MetLife Investors USA Insurance Company, 11225 North Community House
Road, Charlotte, NC 28277                                                       

(f) MetLife, 18210 Crane Nest Drive, Tampa, FL 33647                    

(g) MetLife, One Financial Center, Boston, MA 02111                     

(h) MetLife, 200 Park Avenue, New York, NY 10166                        

ITEM 31. MANAGEMENT SERVICES                                                    

Not Applicable.                                                         

ITEM 32. UNDERTAKINGS                                                           

  a. Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the audited 
financial statements in the registration statement are never more than sixteen  
(16) months old for so long as payment under the variable annuity contracts may 
be accepted.                                                                    

b. Registrant hereby undertakes to include either (1) as part of any    
application to purchase a contract offered by the Prospectus, a space that an   
applicant can check to request a Statement of Additional Information, or (2) a  
postcard or similar written communication affixed to or included in the         
Prospectus that the applicant can remove to send for a Statement of Additional  
Information.                                                                    

c. Registrant hereby undertakes to deliver any Statement of Additional  
Information and any financial statement required to be made available under     
this Form promptly upon written or oral request.                                

REPRESENTATIONS 

  MetLife Investors USA Insurance Company ("Company") hereby represents that
the fees and charges deducted under the Contracts described in the Prospectus,  
in the aggregate, are reasonable in relation to the services rendered, the      
expenses to be incurred and the risks assumed by the Company.                   

The Company hereby represents that it is relying upon the Securities and
Exchange Commission No-Action Letter issued to the American Council of Life     
Insurance dated November 28, 1988 (Commission ref. IP-6-88) and that the        
following provisions have been complied with:                                   

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

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

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

4. Obtain from each plan participant who purchases a Section 403(b)     
annuity contract, prior to or at the time of such purchase, a signed statement  
acknowledging the participant's understanding of (1) the restrictions on        
redemption imposed by                                                           

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Section 403(b)(11), and (2) other investment alternatives available under the   
employer's Section 403(b) arrangement to which the participant may elect to     
transfer his contract value.                                                    

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SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant certifies that it meets the requirements of Securities  
Act Rule 485(b) for effectiveness of this registration statement and has caused 
this registration statement to be signed on its behalf, in the city of Boston,  
and The Commonwealth of Massachusetts, on the 9th day of April, 2014.           

                                                                [Download Table]
                                              
METLIFE INVESTORS USA SEPARATE ACCOUNT A      
(Registrant)                                  

By:   METLIFE INVESTORS USA INSURANCE COMPANY 
By:   /s/ Gregory E. Illson                   
      ----------------------------------------
      Gregory E. Illson                       
      Vice President                          

By:   METLIFE INVESTORS USA INSURANCE COMPANY 
       (Depositor)                            
By:   /s/ Gregory E. Illson                   
      ----------------------------------------
      Gregory E. Illson                       
      Vice President                          

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  As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on April 9,    
2014.                                                                           

                                                        [Enlarge/Download Table]
                                                                                       
/s/ Eric T. Steigerwalt*          Director, Chairman of the Board, President and Chief 
--------------------------------  Executive Officer                                    
Eric T. Steigerwalt                                                                    
/s/ Peter M. Carlson*             Executive Vice President and Chief Accounting Officer
--------------------------------                                                       
Peter M. Carlson                                                                       
/s/ James. J. Reilly*             Vice President-Finance (principal financial officer) 
--------------------------------                                                       
James J. Reilly                                                                        
/s/ Susan A. Buffum*              Director                                             
--------------------------------                                                       
Susan A. Buffum                                                                        
/s/ Elizabeth M. Forget*          Director and Executive Vice President                
--------------------------------                                                       
Elizabeth M. Forget                                                                    
/s/ Kumar Das Gupta*              Director                                             
--------------------------------                                                       
Kumar Das Gupta                                                                        
/s/ Jay S. Kaduson*               Director and Vice President                          
--------------------------------                                                       
Jay S. Kaduson                                                                         
/s/ Stephen M. Kessler*           Director                                             
--------------------------------                                                       
Stephen M. Kessler                                                                     
/s/ Lisa S. Kuklinski*            Director and Vice President                          
--------------------------------                                                       
Lisa S. Kuklinski                                                                      
/s/ Dina R. Lumerman*             Director                                             
--------------------------------                                                       
Dina R. Lumerman                                                                       

                                                                [Download Table]
                                               
*By:   /s/ Michele H. Abate                    
       ----------------------------------------
       Michele H. Abate, Attorney-In-Fact      
       April 9, 2014                           

*MetLife Investors USA Insurance Company. Executed by Michele H. Abate,       
Esquire on behalf of those indicated pursuant to powers of attorney           
incorporated herein by reference to Registrant's Post-Effective Amendment No. 
9 to the Registration Statement on Form N-4 (File Nos. 333-137369/811-03365)  
filed as Exhibit 13 on April 12, 2013, except for the powers of attorney for  
Kumar Das Gupta and Dina R. Lumerman which are filed herewith.                

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INDEX TO EXHIBITS 

10     Consent of Independent Registered Public Accounting Firm (Deloitte &     
Touche LLP)                                                       

13(ii) Powers of Attorney for Kumar Das Gupta and Dina R. Lumerman