METLIFE RETIREMENT ACCOUNT ANNUITY PROSPECTUS:

           METLIFE OF CT SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES
            METLIFE OF CT SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES

This prospectus describes MetLife Retirement Account Annuity, a flexible premium
deferred variable annuity contract (the "Contract") issued by MetLife Insurance
Company of Connecticut. The Contract is available in connection with certain
retirement plans that qualify for special Federal income tax treatment
("Qualified Contracts".) We may issue it as an individual Contract or as a group
Contract. When we issue a group Contract, you will receive a certificate
summarizing the Contract's provisions. For convenience, we refer to Contracts
and certificates as "Contracts." The Contract is not available to new
purchasers. Current Contract Owners may make additional purchase payments.

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

<Table>
                                                
AMERICAN FUNDS INSURANCE SERIES(R) -- CLASS 2      Lord Abbett Bond Debenture
  American Funds Global Growth Fund                   Portfolio -- Class A
  American Funds Growth Fund                       Lord Abbett Growth and Income
  American Funds Growth-Income Fund                   Portfolio -- Class B
DELAWARE VIP TRUST -- STANDARD CLASS               Lord Abbett Mid Cap Value
  Delaware VIP Small Cap Value Series                 Portfolio -- Class B
FIDELITY(R) VARIABLE INSURANCE                     Met/AIM Capital Appreciation
  PRODUCTS -- SERVICE CLASS 2                         Portfolio -- Class A
  Contrafund(R) Portfolio                          Met/AIM Small Cap Growth Portfolio -- Class
  Mid Cap Portfolio                                   A
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS     PIMCO Inflation Protected Bond
  TRUST -- CLASS 2                                    Portfolio -- Class A
  Templeton Developing Markets Securities          Pioneer Fund Portfolio -- Class A
     Fund                                          Pioneer Strategic Income Portfolio -- Class
  Templeton Foreign Securities Fund                   A
JANUS ASPEN SERIES -- SERVICE SHARES               Third Avenue Small Cap Value
  Mid Cap Growth Portfolio                            Portfolio -- Class B
LEGG MASON PARTNERS VARIABLE EQUITY TRUST        METROPOLITAN SERIES FUND, INC.
  Legg Mason Partners Variable Appreciation        BlackRock Aggressive Growth
     Portfolio -- Class I                             Portfolio -- Class D
  Legg Mason Partners Variable Equity Index        BlackRock Bond Income Portfolio -- Class A
     Portfolio -- Class II                         BlackRock Money Market Portfolio -- Class A
  Legg Mason Partners Variable Fundamental         Davis Venture Value Portfolio -- Class A
     Value Portfolio -- Class I                    FI Large Cap Portfolio -- Class A
  Legg Mason Partners Variable Investors           FI Value Leaders Portfolio -- Class D
     Portfolio -- Class I                          Lehman Brothers(R) Aggregate Bond Index
  Legg Mason Partners Variable Large Cap              Portfolio -- Class A
     Growth Portfolio -- Class I                   MetLife Aggressive Allocation
  Legg Mason Partners Variable Small Cap              Portfolio -- Class B
     Growth Portfolio -- Class I                   MetLife Conservative Allocation
  Legg Mason Partners Variable Social                 Portfolio -- Class B
     Awareness Portfolio                           MetLife Conservative to Moderate Allocation
LEGG MASON PARTNERS VARIABLE INCOME TRUST             Portfolio -- Class B
  Legg Mason Partners Variable Adjustable          MetLife Moderate Allocation
     Rate Income Portfolio                            Portfolio -- Class B
  Legg Mason Partners Variable High Income         MetLife Moderate to Aggressive Allocation
     Portfolio                                        Portfolio -- Class B
MET INVESTORS SERIES TRUST                         MetLife Stock Index Portfolio -- Class A
  BlackRock High Yield Portfolio -- Class A        MFS(R) Total Return Portfolio -- Class F
  BlackRock Large Cap Core Portfolio -- Class      MFS(R) Value Portfolio -- Class A
     E                                             Morgan Stanley EAFE(R) Index
  Clarion Global Real Estate                          Portfolio -- Class A
     Portfolio -- Class A                          Oppenheimer Global Equity
  Dreman Small Cap Value Portfolio -- Class A         Portfolio -- Class B
  Harris Oakmark International                     Russell 2000(R) Index Portfolio -- Class A
     Portfolio -- Class A                          T. Rowe Price Small Cap Growth
  Janus Forty Portfolio -- Class A                    Portfolio -- Class B
  Lazard Mid Cap Portfolio -- Class A              Western Asset Management U.S. Government
  Legg Mason Partners Managed Assets                  Portfolio -- Class A
     Portfolio -- Class A                        PIMCO VARIABLE INSURANCE
                                                   TRUST -- ADMINISTRATIVE CLASS
                                                   Total Return Portfolio
                                                 VAN KAMPEN LIFE INVESTMENT TRUST -- CLASS II
                                                   Comstock Portfolio
</Table>


     Certain Variable Funding Options have been subject to a merger,
     substitution or other change. Please see "Appendix B  -- Additional
     Information Regarding the Underlying Funds."

We also offer variable annuity Contracts that do not have Purchase Payment
Credits, and therefore may have lower fees. Over time, the value of the Purchase
Payment Credits could be more than offset by higher charges. You should
carefully consider whether or not this Contract is the most appropriate
investment for you.

The Fixed Account is described in a separate prospectus. The Contract, certain
contract features and/or some of the funding options may not be available in all
states.

This prospectus sets forth the information that you should know before investing
in the Contract. This prospectus should be kept for future reference. You can
receive additional information about your Contract by requesting a Statement of
Additional Information ("SAI") dated April 28, 2008. We filed the SAI with the
Securities and Exchange Commission ("SEC") and it is incorporated by reference
into this prospectus. To request a copy, write to MetLife Insurance Company of
Connecticut, Annuity Operations and Services, One Cityplace, 185 Asylum Street,
3CP, Hartford, CT 06103-3415, call 1-800-842-9406, or access the SEC's website
(http://www.sec.gov). See Appendix D for the SAI's table of contents.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OF ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.

                        PROSPECTUS DATED:  APRIL 28, 2008



                                TABLE OF CONTENTS






<Table>
<Caption>
                                                                          PAGE
                                                                          ----
                                                                       

</Table>




                                        2



3



                                    GLOSSARY

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

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

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

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

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

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

COMPANY (WE, US, OUR) -- MetLife Insurance Company of Connecticut.

COMPETING FUND -- any investment option under the plan, which, in Our opinion,
consists primarily of fixed-income securities and/or money market instruments.
Competing Funds are indicated on the Contract/Certificate Specifications page.

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

CONTRACT -- for convenience, means the Contract or Certificate

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

CONTRACT OWNER (YOU) -- the person named in the Contract (on the specifications
page).

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

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

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

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

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

HOME OFFICE -- the Home Office of MetLife Insurance Company of Connecticut, One
Cityplace, Hartford, CT 06103, or any other office that we may designate for the
purpose of administering this Contract.

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

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

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

PURCHASE PAYMENT CREDIT -- an amount credited to your Contract Value that equals
a percentage of each Purchase Payment made.

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


                                        4



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

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

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

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

VALUATION PERIOD -- the period between successive valuations.

VARIABLE FUNDING OPTION -- an open-end diversified management investment company
that serves as an investment option under the Separate Account.

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

YOU, YOUR -- "You", depending on the context, may be the Participant or the
Contract Owner and a natural person, a trust established for the benefit of a
natural person, a charitable remainder trust, or a plan (or the employer
purchaser who has purchased the Contract on behalf of the plan).


                                        5



                                    SUMMARY:

                           METLIFE RETIREMENT ACCOUNT

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

WHAT COMPANY WILL ISSUE MY CONTRACT? MetLife Insurance Company of Connecticut
(the "Company", "we" or "us") is the issuer of your Contract. The Company funds
the Contract through segregated accounts, MetLife of CT Separate Account Five
for Variable Annuities ("Separate Account Five") and MetLife of CT Separate
Account Six for Variable Annuities ("Separate Account Six"). When we refer to
the Separate Account, we are referring to either Separate Account Five or
Separate Account Six.

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

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

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

WHO CAN PURCHASE THIS CONTRACT? The Contract is not available for purchase if
the proposed owner or Annuitant is age 81 or older. The Contract is not
available to new purchasers.

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

WHO IS THE CONTRACT ISSUED TO? If you purchase an individual Contract, you are
the Contract Owner. If a group Contract is purchased, we issue certificates to
the individual participants. Where we refer to "you," we are referring to the
individual Contract Owner or the group participant, as applicable. For
convenience, we refer to both contracts and certificates as "Contracts". If a
group unallocated Contract is purchased, we issue only a Contract.

We issue group Contracts in connection with retirement plans. Depending on your
retirement plan provisions, certain features and/or Variable Funding Options
described in this prospectus may not be available to you. Your retirement plan
provisions supersede the prospectus. If you have any questions about your
specific retirement plan, contact your retirement plan administrator.

IS THERE A RIGHT TO RETURN PERIOD? If you cancel the Contract within ten days
after you receive it, you receive a full refund of your Contract Value plus any
Contract charges and premium taxes you paid (but not fees and charges assessed
by the Underlying Funds). The number of days for the right to return varies by
state. Depending on state law, we may refund all of your purchase payments or
your Contract Value. You bear the investment risk on the

                                        6



Purchase Payments allocated to a Variable Funding Option during the right to
return period; therefore, the Contract Value returned to you may be greater or
less than your Purchase Payment.

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

During the right to return period, you will not bear any Contract fees
associated with the Purchase Payment Credits. If you exercise your right to
return, you will be in the same position as if you had exercised the right to
return in a variable annuity Contract with no Purchase Payment Credit. You
would, however, receive any gains, and we would bear any losses attributable to
the Purchase Payment Credits.

CAN YOU GIVE A GENERAL DESCRIPTION OF THE VARIABLE FUNDING OPTIONS AND HOW THEY
OPERATE? Through its Subaccounts, the Separate Account uses your Purchase
Payments to purchase shares, at your direction, of one or more of the Variable
Funding Options. In turn, each Variable Funding Option invests in an underlying
mutual fund ("Underlying Fund") that holds securities consistent with its own
investment policy. Depending on market conditions, you may make or lose money in
any of these Variable Funding Options.

You can transfer among the Variable Funding Options as frequently as you wish
without any current tax implications. Currently there is no charge for
transfers, nor a limit to the number of transfers allowed. We may, in the
future, charge a fee for any transfer request, or limit the number of transfers
allowed. At a minimum, we would always allow one transfer every six months. We
reserve the right to restrict transfers that we determine will disadvantage
other Contract Owners.

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance
features and investment features, and there are costs related to each. We deduct
a mortality and expense ("M&E") risk charge daily from the amounts you allocate
to the Separate Account. We deduct the M&E risk charge at an annual rate of
0.80% for the Standard Death Benefit, and 1.25% for the Optional Death Benefit.
Each Underlying Fund also charges for management costs and other expenses.

We will apply a withdrawal charge to withdrawals from the Contract, and will
calculate it as a percentage of the Purchase Payments and any associated
Purchase Payment Credits withdrawn. The maximum percentage is 5% decreasing to
0% in year six or later.

Upon annuitization, if you select the Variable Annuitization Floor Benefit,
there is a Floor Benefit charge assessed. This charge will vary based upon
market conditions, and will be set at the time you choose this option. Once
established, this charge will remain the same throughout the term of the
annuitization. If you select the Liquidity Benefit, there is a charge of 5% of
the amounts withdrawn.

HOW WILL MY PURCHASE PAYMENTS AND WITHDRAWALS BE TAXED? Generally, the payments
you make to a Qualified Contract during the accumulation phase are made with
before-tax dollars. Generally, you will be taxed on your Purchase Payments,
Purchase Payment Credits and on any earnings when you make a withdrawal or begin
receiving Annuity Payments. Payments to the Contract are made with after-tax
dollars, and any credits and earnings will generally accumulate tax-deferred.
You will be taxed on these earnings when they are withdrawn from the Contract.
If you are younger than 59 1/2 when you take money out, you may be charged a 10%
federal penalty tax on the amount withdrawn. Under non-qualified Contracts,
withdrawals are considered to be made first from taxable earnings.

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

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

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? You may choose to purchase the
Standard or Optional Death Benefit. If you die before the Contract is in the
payout phase, the person you have chosen as your beneficiary will receive a
death benefit. We calculate the death benefit value at the close of the business
day on which our Home Office receives (1) Due Proof of Death and (2) written
payment instructions or the election of beneficiary contract

                                        7



continuance. Any amounts paid will be reduced by any applicable premium tax,
outstanding loans or surrenders not previously deducted. Please refer to the
"Death Benefit" section of the prospectus for more details.

WHERE MAY I FIND OUT MORE ABOUT ACCUMULATION UNIT VALUES? The Condensed
Financial Information in Appendix A and Appendix A-1 to this prospectus provides
more information about Accumulation Unit values.

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

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

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

     -    MANAGED DISTRIBUTION PROGRAM. This program allows us to automatically
          calculate and distribute to you, in November of the applicable tax
          year, an amount that will satisfy the Internal Revenue Service's
          minimum distribution requirements imposed on certain contracts once
          the owner reaches age 70 1/2 or retires. These minimum distributions
          occur during the accumulation phase.

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


                                        8



                                    FEE TABLE

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

The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the Contract. The first table describes the
fees and expenses that you will pay at the time that you buy the Contract,
surrender the Contract or transfer Contract Value between Variable Funding
Options. Expenses shown do not include premium taxes, which may be applicable.

CONTRACT OWNER TRANSACTION EXPENSES

<Table>
                                                                         
WITHDRAWAL CHARGE........................................................    5%(1)
(as a percentage of the Purchase Payments and any applicable Purchase
  Payment Credits withdrawn)
</Table>



<Table>
                                                                         
TRANSFER CHARGE..........................................................   $10(2)
(assessed on transfers that exceed 12 per year)
</Table>



<Table>
                                                                         
LIQUIDITY BENEFIT CHARGE.................................................    5%
(During the annuity period, if you have elected the Liquidity Benefit, a
  surrender charge of 5% of the amount withdrawn will be assessed. See
  'Liquidity Benefit')
</Table>


- ---------
(1)   The withdrawal charge declines to zero after the Purchase Payment has been
      in the Contract for 5 years. The charge is as follows:

<Table>
<Caption>
     YEARS SINCE PURCHASE PAYMENT MADE
- ------------------------------------------
GREATER THAN OR EQUAL TO     BUT LESS THAN    WITHDRAWAL CHARGE
- ------------------------     -------------    -----------------
                                        
         0 years                1 years               5%
         1 years                2 years               4%
         2 years                3 years               3%
         3 years                4 years               2%
         4 years                5 years               1%
        5 years+                                      0%
</Table>


(2)   We do not currently assess the transfer charge.

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

ANNUAL SEPARATE ACCOUNT CHARGES
(as a percentage of the average daily net assets of the Separate Account)(3)

We will assess a minimum mortality and expense risk charge ("M&E") of 0.80% for
the standard death benefit and 1.25% for the optional Death Benefit. Below is a
summary of all maximum charges that may apply, depending on the death benefit
you select and the optional features you select:

<Table>
<Caption>
- ------------------------------------------------------------------------------------------
      STANDARD DEATH BENEFIT:                         OPTIONAL DEATH BENEFIT:
- ------------------------------------------------------------------------------------------
                                                                             
Mortality and Expense Risk Charge    0.80%      Mortality and Expense Risk Charge     1.25%
Administrative Expense Charge        None       Administrative Expense Charge         None
                                     ----                                             ----
  Total Annual Separate Account                 Total Annual Separate Account
     Charges                         0.80%      Charges                               1.25%
- ------------------------------------------------------------------------------------------
</Table>


During the annuity period, if you have elected the Variable Annuitization Floor
Benefit, a total annual separate account charge of up to 3.80% or 4.25% may
apply. See "Variable Annuitization Floor Benefit".

(3)   We are waiving the following amounts of the M&E charge on these
      Subaccounts: 0.15% for the Subaccount investing in the Western Asset
      Management U.S. Government Portfolio of the Metropolitan Series Fund,
      Inc.; and 0.11% for the Subaccount investing in the BlackRock High Yield
      Portfolio of the Metropolitan Series Fund, Inc. We are also waiving an
      amount equal to the underlying fund expenses that are in excess of 0.91%
      for the Subaccount investing in the Harris Oakmark International Portfolio
      of the Met Investors Series Trust; an amount equal to the underlying fund
      expenses that are in excess of 0.87% for the Subaccount investing in the
      Lord Abbett Growth and Income Portfolio -- Class B of the Met Investors
      Series Trust; an amount equal to the underlying fund expenses that are in
      excess of 0.72% for the Subaccount investing in the Capital Guardian U.S.
      Equity Portfolio -- Class A of the Metropolitan Series Fund, Inc.; an
      amount equal to the

                                        9



      underlying fund expenses that are in excess of 0.65% for the Subaccount
      investing in the PIMCO Inflation Bond Portfolio -- Class A of the Met
      Investors Series Trust; an amount equal to the underlying fund expenses
      that are in excess of 1.12% for the Subaccount investing in the Lord
      Abbett Mid-Cap Value Portfolio -- Class B of the Met Investors Series
      Trust; an amount equal to the underlying fund expenses that are in excess
      of 1.10% for the Subaccount investing in the Third Avenue Small Cap Value
      Portfolio -- Class B of the Met Investors Series Trust; an amount equal to
      the underlying fund expenses that are in excess of 1.18% for the
      Subaccount investing in the MFS(R) Research International
      Portfolio -- Class B of the Met Investors Series Trust; the amount, if
      any, equal to the underlying fund expenses that are in excess of 0.84% for
      the Subaccount investing in T. Rowe Price Small Cap Growth
      Portfolio -- Class B of the Metropolitan Series Fund, Inc.; the amount, if
      any, equal to the underlying fund expenses that are in excess of 0.90% for
      the Subaccount investing in the Oppenheimer Global Equity
      Portfolio -- Class B of the Metropolitan Series Fund, Inc.; and the
      amount, if any, equal to the underlying fund expenses that are in excess
      of 1.50% for the Subaccount investing in the Van Kampen Mid Cap Growth
      Portfolio -- Class B of the Met Investors Series Trust.

UNDERLYING FUND EXPENSES AS OF DECEMBER 31, 2007 (UNLESS OTHERWISE INDICATED):

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

MINIMUM AND MAXIMUM TOTAL ANNUAL UNDERLYING FUND OPERATING EXPENSES

<Table>
<Caption>
                                                                         MINIMUM    MAXIMUM
                                                                         -------    -------
                                                                              
TOTAL ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Underlying Fund assets, including
  management fees, distribution and/or service (12b-1) fees, and
  other expenses)                                                         0.29%      1.73%
</Table>


UNDERLYING FUND FEES AND EXPENSES
(as a percentage of average daily net assets)

<Table>
<Caption>
                                             DISTRIBUTION                               TOTAL   CONTRACTUAL FEE    NET TOTAL
                                                AND/OR                                  ANNUAL       WAIVER          ANNUAL
                                  MANAGEMENT    SERVICE     OTHER  ACQUIRED FUND FEES OPERATING  AND/OR EXPENSE    OPERATING
UNDERLYING FUND                       FEE    (12b-1) FEES EXPENSES    AND EXPENSES*    EXPENSES  REIMBURSEMENT     EXPENSES**
- ---------------                   ---------- ------------ -------- ------------------ --------- --------------- ---------------
                                                                                           
AMERICAN FUNDS INSURANCE
  SERIES(R) -- CLASS 2
  American Funds Global Growth
     Fund........................    0.53%       0.25%      0.02%           --          0.80%          --          0.80%
  American Funds Growth Fund.....    0.32%       0.25%      0.01%           --          0.58%          --          0.58%
  American Funds Growth-Income
     Fund........................    0.26%       0.25%      0.01%           --          0.52%          --          0.52%
DELAWARE VIP TRUST -- STANDARD
  CLASS
  Delaware VIP Small Cap Value
     Series......................    0.71%         --       0.10%           --          0.81%          --          0.81%
FIDELITY(R) VARIABLE INSURANCE
  PRODUCTS -- SERVICE CLASS 2
  Contrafund(R) Portfolio........    0.56%       0.25%      0.09%           --          0.90%          --          0.90%
  Dynamic Capital Appreciation
     Portfolio+..................    0.56%       0.25%      0.23%           --          1.04%          --          1.04%
  Mid Cap Portfolio..............    0.56%       0.25%      0.10%           --          0.91%          --          0.91%
FRANKLIN TEMPLETON VARIABLE
  INSURANCE PRODUCTS
  TRUST -- CLASS 2
  Templeton Developing Markets
     Securities Fund.............    1.23%       0.25%      0.25%           --          1.73%          --          1.73%
  Templeton Foreign Securities
     Fund........................    0.63%       0.25%      0.14%         0.02%         1.04%        0.02%         1.02%(1)
JANUS ASPEN SERIES -- SERVICE
  SHARES
  Mid Cap Growth Portfolio.......    0.64%       0.25%      0.04%           --          0.93%          --          0.93%
LEGG MASON PARTNERS VARIABLE
  EQUITY TRUST
  Legg Mason Partners Variable
     Aggressive Growth
     Portfolio -- Class I+++.....    0.75%         --       0.07%           --          0.82%          --          0.82%(2)
  Legg Mason Partners Variable
     Appreciation
     Portfolio -- Class I........    0.69%         --       0.11%         0.01%         0.81%          --          0.81%(2)
</Table>

                                       10



<Table>
<Caption>
                                             DISTRIBUTION                               TOTAL   CONTRACTUAL FEE    NET TOTAL
                                                AND/OR                                  ANNUAL       WAIVER          ANNUAL
                                  MANAGEMENT    SERVICE     OTHER  ACQUIRED FUND FEES OPERATING  AND/OR EXPENSE    OPERATING
UNDERLYING FUND                       FEE    (12b-1) FEES EXPENSES    AND EXPENSES*    EXPENSES  REIMBURSEMENT     EXPENSES**
- ---------------                   ---------- ------------ -------- ------------------ --------- --------------- ---------------
                                                                                           
  Legg Mason Partners Variable
     Capital and Income
     Portfolio -- Class I+.......    0.75%         --       0.13%           --          0.88%          --          0.88%
  Legg Mason Partners Variable
     Dividend Strategy
     Portfolio+++................    0.65%         --       0.33%           --          0.98%          --          0.98%(2)
  Legg Mason Partners Variable
     Equity Index
     Portfolio -- Class II.......    0.31%       0.25%      0.08%           --          0.64%          --          0.64%(2)
  Legg Mason Partners Variable
     Fundamental Value
     Portfolio -- Class I........    0.75%         --       0.08%           --          0.83%          --          0.83%(2)
  Legg Mason Partners Variable
     International All Cap
     Opportunity Portfolio+++....    0.85%         --       0.26%           --          1.11%          --          1.11%(2)
  Legg Mason Partners Variable
     Investors Portfolio -- Class
     I...........................    0.62%         --       0.14%           --          0.76%          --          0.76%(2)
  Legg Mason Partners Variable
     Large Cap Growth
     Portfolio -- Class I++......    0.75%         --       0.15%           --          0.90%          --          0.90%(3)
  Legg Mason Partners Variable
     Small Cap Growth
     Portfolio -- Class I........    0.75%         --       0.35%           --          1.10%          --          1.10%(2)
  Legg Mason Partners Variable
     Social Awareness
     Portfolio++.................    0.67%         --       0.38%           --          1.05%          --          1.05%(2)
LEGG MASON PARTNERS VARIABLE
  INCOME TRUST
  Legg Mason Partners Variable
     Adjustable Rate Income
     Portfolio++.................    0.55%       0.25%      0.60%           --          1.40%          --          1.40%(2)
  Legg Mason Partners Variable
     High Income Portfolio++.....    0.60%         --       0.15%           --          0.75%          --          0.75%(2)
MET INVESTORS SERIES TRUST
  BlackRock High Yield
     Portfolio -- Class A........    0.60%         --       0.13%           --          0.73%          --          0.73%
  BlackRock Large Cap Core
     Portfolio -- Class E........    0.58%       0.15%      0.06%           --          0.79%          --          0.79%
  Clarion Global Real Estate
     Portfolio -- Class A........    0.61%         --       0.04%           --          0.65%          --          0.65%
  Dreman Small Cap Value
     Portfolio -- Class A........    0.79%         --       0.13%           --          0.92%          --          0.92%(4)
  Harris Oakmark International
     Portfolio -- Class A........    0.77%         --       0.09%           --          0.86%          --          0.86%
  Janus Forty Portfolio -- Class
     A...........................    0.65%         --       0.05%           --          0.70%          --          0.70%
  Lazard Mid Cap
     Portfolio -- Class A........    0.69%         --       0.07%           --          0.76%          --          0.76%
  Legg Mason Partners Managed
     Assets Portfolio -- Class
     A...........................    0.50%         --       0.12%           --          0.62%          --          0.62%
  Lord Abbett Bond Debenture
     Portfolio -- Class A........    0.49%         --       0.05%           --          0.54%          --          0.54%
  Lord Abbett Growth and Income
     Portfolio -- Class B........    0.49%       0.25%      0.03%           --          0.77%          --          0.77%
  Lord Abbett Mid Cap Value
     Portfolio -- Class B........    0.67%       0.25%      0.09%           --          1.01%          --          1.01%
  Met/AIM Capital Appreciation
     Portfolio -- Class A........    0.76%         --       0.10%           --          0.86%          --          0.86%
  Met/AIM Small Cap Growth
     Portfolio -- Class A........    0.86%         --       0.06%           --          0.92%          --          0.92%
  MFS(R) Emerging Markets Equity
     Portfolio -- Class A+.......    1.00%         --       0.25%           --          1.25%          --          1.25%
  MFS(R) Research International
     Portfolio -- Class B+.......    0.70%       0.25%      0.09%           --          1.04%          --          1.04%
  PIMCO Inflation Protected Bond
     Portfolio -- Class A........    0.50%         --       0.05%           --          0.55%          --          0.55%
  Pioneer Fund Portfolio -- Class
     A...........................    0.75%         --       0.23%           --          0.98%          --          0.98%(5)
  Pioneer Strategic Income
     Portfolio -- Class A........    0.60%         --       0.09%           --          0.69%          --          0.69%(4)
</Table>

                                       11



<Table>
<Caption>
                                             DISTRIBUTION                               TOTAL   CONTRACTUAL FEE    NET TOTAL
                                                AND/OR                                  ANNUAL       WAIVER          ANNUAL
                                  MANAGEMENT    SERVICE     OTHER  ACQUIRED FUND FEES OPERATING  AND/OR EXPENSE    OPERATING
UNDERLYING FUND                       FEE    (12b-1) FEES EXPENSES    AND EXPENSES*    EXPENSES  REIMBURSEMENT     EXPENSES**
- ---------------                   ---------- ------------ -------- ------------------ --------- --------------- ---------------
                                                                                           
  Third Avenue Small Cap Value
     Portfolio -- Class B........    0.73%       0.25%      0.03%           --          1.01%          --          1.01%
  Van Kampen Mid Cap Growth
     Portfolio -- Class B+.......    0.70%       0.25%      0.18%           --          1.13%          --          1.13%
METROPOLITAN SERIES FUND, INC.
  BlackRock Aggressive Growth
     Portfolio -- Class D........    0.71%       0.10%      0.05%           --          0.86%          --          0.86%
  BlackRock Bond Income
     Portfolio -- Class A........    0.38%         --       0.06%           --          0.44%        0.01%         0.43%(6)
  BlackRock Money Market
     Portfolio -- Class A........    0.33%         --       0.07%           --          0.40%        0.01%         0.39%(7)
  Capital Guardian U.S. Equity
     Portfolio -- Class A+.......    0.66%         --       0.05%           --          0.71%          --          0.71%
  Davis Venture Value
     Portfolio -- Class A........    0.69%         --       0.04%           --          0.73%          --          0.73%
  FI Large Cap Portfolio -- Class
     A...........................    0.77%         --       0.07%           --          0.84%          --          0.84%
  FI Value Leaders
     Portfolio -- Class D........    0.64%       0.10%      0.07%           --          0.81%          --          0.81%
  Jennison Growth
     Portfolio -- Class B+.......    0.63%       0.25%      0.04%           --          0.92%          --          0.92%
  Lehman Brothers(R) Aggregate
     Bond Index
     Portfolio -- Class A........    0.25%         --       0.05%           --          0.30%        0.01%         0.29%(8)
  MetLife Aggressive Allocation
     Portfolio -- Class B........    0.10%       0.25%      0.04%         0.73%         1.12%        0.04%         1.08%(9)
  MetLife Conservative Allocation
     Portfolio -- Class B........    0.10%       0.25%      0.05%         0.59%         0.99%        0.05%         0.94%(9)
  MetLife Conservative to
     Moderate Allocation
     Portfolio -- Class B........    0.10%       0.25%      0.01%         0.64%         1.00%        0.01%         0.99%(9)
  MetLife Moderate Allocation
     Portfolio -- Class B........    0.08%       0.25%      0.01%         0.67%         1.01%          --          1.01%(9)
  MetLife Moderate to Aggressive
     Allocation
     Portfolio -- Class B........    0.08%       0.25%      0.01%         0.70%         1.04%          --          1.04%(9)
  MetLife Stock Index
     Portfolio -- Class A........    0.25%         --       0.04%           --          0.29%        0.01%         0.28%(10)
  MFS(R) Total Return
     Portfolio -- Class F........    0.53%       0.20%      0.05%           --          0.78%          --          0.78%
  MFS(R) Value Portfolio -- Class
     A...........................    0.72%         --       0.05%           --          0.77%        0.07%         0.70%(11)
  Morgan Stanley EAFE(R) Index
     Portfolio -- Class A........    0.30%         --       0.12%         0.01%         0.43%        0.01%         0.42%(12)
  Oppenheimer Global Equity
     Portfolio -- Class B........    0.51%       0.25%      0.10%           --          0.86%          --          0.86%
  Russell 2000(R) Index
     Portfolio -- Class A........    0.25%         --       0.07%         0.01%         0.33%        0.01%         0.32%(10)
  T. Rowe Price Small Cap Growth
     Portfolio -- Class B........    0.51%       0.25%      0.08%           --          0.84%          --          0.84%
  Western Asset Management U.S.
     Government
     Portfolio -- Class A........    0.49%         --       0.05%           --          0.54%          --          0.54%
PIMCO VARIABLE INSURANCE
  TRUST -- ADMINISTRATIVE CLASS
  Total Return Portfolio.........    0.25%         --       0.58%           --          0.83%          --          0.83%
VAN KAMPEN LIFE INVESTMENT
  TRUST -- CLASS II
  Comstock Portfolio.............    0.56%       0.25%      0.03%           --          0.84%          --          0.84%
  Enterprise Portfolio+..........    0.50%       0.25%      0.17%           --          0.92%          --          0.92%
WELLS FARGO VARIABLE TRUST
  VT Small/Mid Cap Value Fund+...    0.75%       0.25%      0.46%           --          1.46%        0.32%         1.14%(13)
</Table>


- ---------
*     Acquired Fund Fees and Expenses are fees and expenses incurred indirectly
      by a portfolio as a result of investing in shares of one or more
      underlying portfolios.
**    Net Total Annual Operating Expenses do not reflect: (1) voluntary waivers
      of fees or expenses; (2) contractual waivers that are in effect for less
      than one year from the date of this Prospectus; or (3) expense reductions
      resulting from custodial fee credits or directed brokerage arrangements.
+     Not available under all Contracts. Availability depends on Contract issue
      date.


                                       12



++    Fees and expenses of this Portfolio are based on the Portfolio's fiscal
      year ended October 31, 2007.
(1)   The manager has agreed in advance to reduce its fee from assets invested
      by the Fund in a Franklin Templeton money market fund (the Sweep Money
      Fund which is the "acquired fund" in this case) to the extent of the
      Fund's fees and expenses of the acquired fund. This reduction is required
      by the Trust's board of trustees and an exemptive order by the Securities
      and Exchange Commission; this arrangement will continue as long as the
      exemptive order is relied upon.
(2)   Other Expenses have been revised to reflect the estimated effect of
      additional prospectus and shareholder report printing and mailing expenses
      expected to be incurred by the fund going forward.
(3)   Other Expenses have been revised to reflect the estimated effect of
      additional prospectus and shareholder report printing and mailing expenses
      expected to be incurred by the fund going forward. Due to contractual
      waivers and/or reimbursements in place through March 1, 2009, the
      Portfolio's actual total net operating expenses, excluding brokerage,
      taxes, interest and extraordinary expenses, are not expected to exceed
      0.78% prior to that date.
(4)   The Management Fee has been restated to reflect an amended management fee
      agreement, as if the agreement had been in effect during the preceding
      fiscal year.
(5)   Other Expenses have been restated to reflect a change in Transfer Agent
      fee schedule as if fees had been in effect during the previous fiscal
      year.
(6)   MetLife Advisers, LLC has contractually agreed, for the period April 28,
      2008 through April 30, 2009, to reduce the Management Fee for each Class
      of the Portfolio to the annual rate of 0.325% for the amounts over $1
      billion but less than $2 billion.
(7)   MetLife Advisers, LLC has contractually agreed, for the period April 28,
      2008 through April 30, 2009, to reduce the Management Fee for each Class
      of the Portfolio to the annual rate of 0.345% for the first $500 million
      of the Portfolio's average daily net assets and 0.335% for the next $500
      million.
(8)   MetLife Advisers, LLC has contractually agreed, for the period April 28,
      2008 through April 30, 2009, to reduce the Management Fee for each Class
      of the Portfolio to 0.244%.
(9)   The Portfolio is a "fund of funds" that invests substantially all of its
      assets in other portfolios of the Metropolitan Series Fund, Inc. and the
      Met Investors Series Trust. Because the Portfolio invests in other
      underlying portfolios, the Portfolio will bear its pro rata portion of the
      operating expenses of the underlying portfolios in which it invests,
      including the management fee. MetLife Advisers, LLC has contractually
      agreed, for the period April 28, 2008 through April 30, 2009, to waive
      fees or pay all expenses (other than acquired fund fees and expenses,
      brokerage costs, taxes, interest and any extraordinary expenses) so as to
      limit the net operating expenses of the Portfolio (other than acquired
      fund fees and expenses, brokerage costs, taxes, interest and any
      extraordinary expenses) to 0.10% for the Class A shares, 0.35% for the
      Class B shares and 0.25% for the Class E shares.
(10)  MetLife Advisers, LLC has contractually agreed, for the period April 28,
      2008 through April 30, 2009, to reduce the Management Fee for each Class
      of the Portfolio to 0.243%.
(11)  MetLife Advisers, LLC has contractually agreed, for the period April 28,
      2008 through April 30, 2009, to reduce the Management Fee for each Class
      of the Portfolio to the annual rate of 0.65% for the first $1.25 billion
      of the Portfolio's average daily net assets, 0.60% for the next $250
      million and 0.50% for amounts over $1.5 billion.
(12)  MetLife Advisers, LLC has contractually agreed, for the period April 28,
      2008 through April 30, 2009, to reduce the Management Fee for each Class
      of the Portfolio to 0.293%.
(13)  The adviser has committed through April 30, 2009, to waive fees and/or
      reimburse expenses to the extent necessary to maintain the Fund's net
      operating expense ratio, excluding the expenses of any money market fund
      held by the Fund, as shown.


EXAMPLE

The example is intended to help you compare the cost of investing in the
Contract with the cost of investing in other variable annuity contracts. These
costs include Contract Owner transaction expenses, Contract fees, separate
account annual expenses, and Underlying Fund total annual operating expenses.
The example does not represent past or future expenses. Your actual expenses may
be more or less than those shown.

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

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


                                       13



EXAMPLE 1.

MAXIMUM CHARGES (assuming you select the Optional Death Benefit)

<Table>
<Caption>
                                    IF CONTRACT IS SURRENDERED AT THE               IF CONTRACT IS NOT SURRENDERED OR
                                          END OF PERIOD SHOWN:                     ANNUITIZED AT END OF PERIOD SHOWN:
                             ----------------------------------------------  ----------------------------------------------
FUNDING OPTION                 1 YEAR      3 YEARS     5 YEARS    10 YEARS     1 YEAR      3 YEARS     5 YEARS    10 YEARS
- --------------               ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                                                                         
Underlying Fund with
Maximum Total Annual
Operating Expenses.........     $811       $1,190      $1,693      $3,383       $386       $1,172      $1,976      $4,065
Underlying Fund with
Minimum Total Annual
Operating Expenses.........     $664         $748        $955      $1,907       $240         $740      $1,266      $2,705
</Table>


                         CONDENSED FINANCIAL INFORMATION

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

See Appendices A and A-1.

                  THE ANNUITY CONTRACT AND YOUR RETIREMENT PLAN

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

If you participate through a retirement plan or other group arrangement, the
Contract may provide that all or some of your rights or choices as described in
this Prospectus are subject to the plan's terms. For example, limitations on
your rights may apply to investment choices, Purchase Payments, withdrawals,
transfers, loans, the death benefit and Annuity options.

The Contract may provide that a plan administrative fee will be paid by making a
withdrawal from your Contract Value. Also, the Contract may require that you or
your beneficiary obtain a signed authorization from your employer or plan
administrator to exercise certain rights. We may rely on your employer's or plan
administrator's statements to us as to the terms of the plan or your entitlement
to any amounts. We are not a party to the retirement plan. We will not be
responsible for determining what the plan says. You should consult the Contract
and plan document to see how you may be affected. If you are a Texas Optional
Retirement Program participant, please see Appendix E for specific information
which applies to you.

                              THE ANNUITY CONTRACT

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

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

The Company offers several different annuities that your investment professional
may be authorized to offer to you. Each annuity offers different features and
benefits that may be appropriate for you. In particular, the annuities differ
based on variations in the standard and optional death benefit protection
provided for your beneficiaries, the availability of optional living benefits,
the ability to access your Contract Value if necessary and the charges that you
will be subject to if you make a withdrawal or surrender the annuity. The
separate account charges and other charges may be different between each annuity
we offer. Optional death benefits and living benefits are subject to a separate
charge for the additional protections they offer to you and your beneficiaries.
Furthermore, annuities that offer greater flexibility to access your Contract
Value generally are subject to higher separate account charges than annuities
that deduct charges if you make a withdrawal or surrender.

We encourage you to evaluate the fees, expenses, benefits and features of this
annuity Contract against those of other investment products, including other
annuity products offered by us and other insurance companies. Before purchasing
this or any other investment product you should consider whether the product you
purchase is consistent

                                       14



with your risk tolerance, investment objectives, investment time horizon,
financial and tax situation, liquidity needs and how you intend to use the
annuity.

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

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

The Contract is not available for purchase if the proposed owner or Annuitant is
age 81 or older. The Contract is not available to new purchasers.

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

Because the Contract proceeds must be distributed within the time periods
required by the federal Internal Revenue Code, the right of a spouse to continue
the Contract, and all Contract provisions relating to spousal continuation, are
available only to a person who is defined as a "spouse" under the federal
Defense of Marriage Act, or any other applicable federal law.

CONTRACT OWNER INQUIRIES

Any questions you have about your Contract should be directed to our Home Office
at 1-800-842-9406.

PURCHASE PAYMENTS

Your initial Purchase Payment is due and payable before the Contract becomes
effective. The initial Purchase Payment must be at least $20,000. You may make
additional payments of at least $5,000 at any time. No additional payments are
allowed if this Contract is purchased with a beneficiary-directed transfer of
death benefit proceeds. Under certain circumstances, we may waive the minimum
Purchase Payment requirement. Purchase Payments over $1,000,000 may be made only
with our prior consent. Purchase Payments may be made at any time while the
Annuitant is alive and before Annuity Payments begin.

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

We accept Purchase Payments made by check or cashier's check. We do not accept
cash, money orders or traveler's checks. 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

                                       15



Purchase Payment may determine how soon subsequent disbursement requests may be
fulfilled. (See "Access To Your Money"). Purchase Payments allocated to the
Fixed Account are not eligible for Purchase Payment Credits.

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

Where permitted by state law, we reserve the right to restrict Purchase Payments
into the Fixed Account whenever the credited interest rate on the Fixed Account
is equal to the minimum guaranteed interest rate specified under the Contract.

We will provide you with the address of the office to which Purchase Payments
are to be sent.

If you send 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.

PURCHASE PAYMENTS -- SECTION 403(B) PLANS

Recently, the Internal Revenue Service announced new regulations affecting
Section 403(b) plans and arrangements. As part of these regulations, employers
will need to meet certain requirements in order for their employees' annuity
contracts that fund these programs to retain a tax deferred status under Section
403(b). These regulations are generally effective January 1, 2009. Prior to the
new rules, transfers of one annuity contract to another would not result in a
loss of tax deferred status under 403(b) under certain conditions (so-called
"90-24 transfers"). The new regulations have the following effect regarding
transfers: (1) a newly issued contract funded by a transfer which is completed
AFTER September 24, 2007, is subject to the employer requirements referred to
above; (2) additional purchase payments made AFTER September 24, 2007, to a
contract that was funded by a 90-24 transfer ON OR BEFORE September 24, 2007,
MAY subject the contract to this new employer requirement.

If your Contract/Certificate was issued previously as a result of a 90-24
transfer completed on or before September 24, 2007, and you have never made
salary reduction contributions into your Contract/Certificate, we urge you to
consult with your tax advisor prior to making additional purchase payments.

PURCHASE PAYMENT CREDITS

If, for an additional charge, you select the Optional Death Benefit, we will add
a credit to your Contract with each Purchase Payment. Each credit is added to
the Contract Value when the corresponding Purchase Payment is applied, and will
equal 2% of each Purchase Payment. These credits are applied pro rata to the
same Variable Funding Options to which your Purchase Payment was applied.
Purchase Payments allocated to the Fixed Account are not eligible for Purchase
Payment Credits.

You should know that over time and under certain circumstances (such as a period
of poor market performance) the costs associated with the Purchase Payment
Credits may more than offset the Purchase Payment Credits and related earnings.
You should consider this possibility before purchasing the Optional Death
Benefit.

CONSERVATION CREDIT

If you are purchasing this Contract with funds from another Contract issued by
us or our affiliates, you may receive a conservation credit to your Purchase
Payments. If applied, we will determine the amount of such credit.

ACCUMULATION UNITS

The period between the Contract Date and the Maturity Date is the Accumulation
Period. During the Accumulation Period, an Accumulation Unit is used to
calculate the value of a Contract. Each Variable Funding Option has a
corresponding Accumulation Unit value. The Accumulation Units are valued each
business day and their values may increase or decrease from day to day. The
daily change in value of an Accumulation Unit each day is based on the
investment performance of the corresponding Underlying Fund, and the deduction
of separate account charges

                                       16



shown in the Fee Table in this prospectus. The number of Accumulation Units we
will credit to your Contract once we receive a Purchase Payment or transfer
request (or liquidate for a withdrawal request) is determined by dividing the
amount directed to each Variable Funding Option (or taken from each Variable
Funding Option) by the value of its Accumulation Unit. Normally we calculate the
value of an Accumulation Unit for each Variable Funding Option as of the close
of regular trading (generally 4:00 p.m. Eastern time) each day the New York
Stock Exchange is open. After the value is calculated, we credit your Contract.
During the annuity period (i.e., after the Maturity Date), you are credited with
Annuity Units.

THE VARIABLE FUNDING OPTIONS

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

We select the Underlying Funds 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 Underlying Fund's adviser or
subadviser is one of our affiliates or whether the Underlying Fund, its adviser,
its subadviser(s), or an affiliate will make payments to us or our affiliates.
In this regard, the profit distributions we receive from our affiliated
investment advisers are a component of the total revenue that we consider in
configuring the features and investment choices available in the variable
insurance products that we and our affiliated insurance companies issue. Since
we and our affiliated insurance companies may benefit more from the allocation
of assets to portfolios advised by our affiliates than those that are not, we
may be more inclined to offer portfolios advised by our affiliates in the
variable insurance products we issue. For additional information on these
arrangements, see "Payments We Receive." We review the Underlying Funds
periodically and may remove an Underlying Fund or limit its availability to new
Purchase Payments and/or transfers of Contract Value if we determine that the
Underlying Fund no longer meets one or more of the selection criteria, and/or if
the Underlying Fund has not attracted significant allocations from Contract
Owners. In some cases, we have included Underlying Funds based on
recommendations made by broker-dealer firms. These broker-dealer firms may
receive payments from the Underlying Funds they recommend and may benefit
accordingly from the allocation of Contract Value to such Underlying Funds. When
the Company develops a variable annuity product in cooperation with a fund
family or distributor (e.g., a "private label" product) the Company will
generally include Underlying Funds based on recommendations made by the fund
family or distributor, whose selection criteria may differ from the Company's
selection criteria.

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

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

In certain circumstances, the Company's ability to remove or replace an
Underlying Fund may be limited by the terms of a five-year agreement between
MetLife, Inc. ("MetLife") and Legg Mason, Inc. ("Legg Mason") relating to the
use of certain Underlying Funds advised by Legg Mason affiliates. The agreement
sets forth the conditions under which the Company can remove an Underlying Fund,
which, in some cases, may differ from the Company's own

                                       17



selection criteria. In addition, during the term of the agreement, subject to
the Company's fiduciary and other legal duties, the Company is generally
obligated in the first instance to consider Underlying Funds advised by Legg
Mason affiliates in seeking to make a substitution for an Underlying Fund
advised by a Legg Mason affiliate. The agreement was originally entered into on
July 1, 2005 by MetLife and certain affiliates of Citigroup Inc. ("Citigroup")
as part of MetLife's acquisition of the Travelers insurance companies -- The
Travelers Insurance Company and The Travelers Life and Annuity Company -- (now
MetLife Insurance Company of Connecticut) -- from Citigroup. Legg Mason replaced
the Citigroup affiliates as party to the agreement when Citigroup sold its asset
management business to Legg Mason. The agreement also obligates Legg Mason to
continue making payments to the Company with respect to Underlying Funds advised
by Legg Mason affiliates, on the same terms provided for in administrative
services agreements between Citigroup's asset management affiliates and the
Travelers insurance companies that predated the acquisition.

PAYMENTS WE RECEIVE. As described above, an investment adviser (other than our
affiliates MetLife Advisers, LLC, and Met Investors Advisory, LLC) or subadviser
of an Underlying Fund, or its affiliates, may make payments to the Company
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 the Company's role as
an intermediary with respect to the Underlying Funds. The Company and its
affiliates may profit from these payments. These payments may be derived, in
whole or in part, from the advisory fee deducted from Underlying Fund assets.
Contract Owners, through their indirect investment in the Underlying Funds, bear
the costs of these advisory fees (see the Underlying Funds' prospectuses for
more information). The amount of the payments we receive is based on a
percentage of the assets of the Underlying Funds attributable to the Contracts
and certain other variable insurance products that the Company and its
affiliates issue. These percentages differ and some advisers or subadvisers (or
other affiliates) may pay the Company more than others. These percentages
currently range up to 0.50%.

Additionally, an investment adviser or subadviser of an Underlying Fund or its
affiliates may provide the Company with wholesaling services that assist in the
distribution of the Contracts and may pay the Company and/or certain of our
affiliates amounts to participate in sales meetings. These amounts may be
significant and may provide the adviser or subadviser (or their affiliate) with
increased access to persons involved in the distribution of the Contracts.

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

Certain Underlying Funds have adopted a Distribution Plan under Rule 12b-1 of
the 1940 Act. An Underlying Fund's 12b-1 Plan, if any, is described in more
detail in the Underlying Fund's prospectus. (See "Fee Table -- Underlying Fund
Fees and Expenses" and "Other Information -- Distribution of the Contracts.")
Any payments we receive pursuant to those 12b-1 Plans are paid to us or our
distributor. Payments under an Underlying Fund's 12b-1 Plan decrease the
Underlying Fund's investment return.

We make certain payments to American Funds Distributors, Inc., principal
underwriters for the American Funds Insurance Series(R). (See "Distribution of
Contracts").

Each Underlying Fund has different investment objectives and risks. The
Underlying Fund prospectuses contain more detailed information on each
Underlying Fund's investment strategy, investment advisers and its fees. You may
obtain an Underlying Fund prospectus by calling 1-800-842-9406 or through your
registered representative. We do not guarantee the investment results of the
Underlying Funds.

The current Variable Funding Options are listed below, along with their
investment advisers and any subadviser.



                                       18




<Table>
<Caption>
             FUNDING                           INVESTMENT                         INVESTMENT
              OPTION                           OBJECTIVE                      ADVISER/SUBADVISER
- ---------------------------------  ---------------------------------  ---------------------------------
                                                                
AMERICAN FUNDS INSURANCE
  SERIES(R) -- CLASS 2
American Funds Global Growth Fund  Seeks capital appreciation         Capital Research and Management
                                   through stocks.                    Company
American Funds Growth Fund         Seeks capital appreciation         Capital Research and Management
                                   through stocks.                    Company
American Funds Growth-Income Fund  Seeks both capital appreciation    Capital Research and Management
                                   and income.                        Company
DELAWARE VIP TRUST -- STANDARD
  CLASS
Delaware VIP Small Cap Value       Seeks capital appreciation.        Delaware Management Company
  Series
FIDELITY(R) VARIABLE INSURANCE
  PRODUCTS -- SERVICE CLASS 2
Contrafund(R) Portfolio            Seeks long-term capital            Fidelity Management & Research
                                   appreciation.                      Company
Dynamic Capital Appreciation       Seeks capital appreciation.        Fidelity Management & Research
  Portfolio+                                                          Company
Mid Cap Portfolio                  Seeks long-term growth of          Fidelity Management & Research
                                   capital.                           Company
FRANKLIN TEMPLETON VARIABLE
  INSURANCE PRODUCTS
  TRUST -- CLASS 2
Templeton Developing Markets       Seeks long-term capital            Templeton Asset Management Ltd.
  Securities Fund                  appreciation.
Templeton Foreign Securities Fund  Seeks long-term capital growth.    Templeton Investment Counsel, LLC
                                                                      Subadviser: Franklin Templeton
                                                                      Investment Management Limited
JANUS ASPEN SERIES -- SERVICE
  SHARES
Mid Cap Growth Portfolio           Seeks long-term growth of          Janus Capital Management LLC
                                   capital.
LEGG MASON PARTNERS VARIABLE
  EQUITY TRUST
Legg Mason Partners Variable       Seeks capital appreciation.        Legg Mason Partners Fund Advisor,
  Aggressive Growth                                                   LLC
  Portfolio -- Class I+                                               Subadviser: ClearBridge Advisors,
                                                                      LLC
Legg Mason Partners Variable       Seeks long-term appreciation of    Legg Mason Partners Fund Advisor,
  Appreciation Portfolio -- Class  capital.                           LLC
  I                                                                   Subadviser: ClearBridge Advisors,
                                                                      LLC
Legg Mason Partners Variable       Seeks total return (that is, a     Legg Mason Partners Fund Advisor,
  Capital and Income               combination of income and long-    LLC
  Portfolio -- Class I+            term capital appreciation).        Subadvisers: Western Asset
                                                                      Management Company; ClearBridge
                                                                      Advisors, LLC; Western Asset
                                                                      Management Company Limited
Legg Mason Partners Variable       Seeks capital appreciation,        Legg Mason Partners Fund Advisor,
  Dividend Strategy Portfolio+     principally through investments    LLC
                                   in dividend-paying stocks.         Subadviser: ClearBridge Advisors,
                                                                      LLC
</Table>


                                       19



<Table>
<Caption>
             FUNDING                           INVESTMENT                         INVESTMENT
              OPTION                           OBJECTIVE                      ADVISER/SUBADVISER
- ---------------------------------  ---------------------------------  ---------------------------------
                                                                
Legg Mason Partners Variable       Seeks investment results that,     Legg Mason Partners Fund Advisor,
  Equity Index Portfolio -- Class  before expenses, correspond to     LLC
  II                               the price and yield performance    Subadviser: Batterymarch
                                   of the S&P 500(R) Index.           Financial Management, Inc.
Legg Mason Partners Variable       Seeks long-term capital growth.    Legg Mason Partners Fund Advisor,
  Fundamental Value                Current income is a secondary      LLC
  Portfolio -- Class I             consideration.                     Subadviser: ClearBridge Advisors,
                                                                      LLC
Legg Mason Partners Variable       Seeks total return on assets from  Legg Mason Partners Fund Advisor,
  International All Cap            growth of capital and income.      LLC
  Opportunity Portfolio+                                              Subadviser: Global Currents
                                                                      Investment Management, LLC
Legg Mason Partners Variable       Seeks long-term growth of          Legg Mason Partners Fund Advisor,
  Investors Portfolio -- Class I   capital. Current income is a       LLC
                                   secondary objective.               Subadviser: ClearBridge Advisors,
                                                                      LLC
Legg Mason Partners Variable       Seeks long-term growth of          Legg Mason Partners Fund Advisor,
  Large Cap Growth                 capital.                           LLC
  Portfolio -- Class I                                                Subadviser: ClearBridge Advisors,
                                                                      LLC
Legg Mason Partners Variable       Seeks long-term growth of          Legg Mason Partners Fund Advisor,
  Small Cap Growth                 capital.                           LLC
  Portfolio -- Class I                                                Subadviser: ClearBridge Advisors,
                                                                      LLC
Legg Mason Partners Variable       Seeks capital appreciation and     Legg Mason Partners Fund Advisor,
  Social Awareness Portfolio       retention of net investment        LLC
                                   income.                            Subadviser: Legg Mason Investment
                                                                      Counsel, LLC
LEGG MASON PARTNERS VARIABLE
  INCOME TRUST
Legg Mason Partners Variable       Seeks to provide high current      Legg Mason Partners Fund Advisor,
  Adjustable Rate Income           income and to limit the degree of  LLC
  Portfolio                        fluctuation of its net asset       Subadviser: Western Asset
                                   value resulting from movements in  Management Company
                                   interest rates.
Legg Mason Partners Variable High  Seeks high current income.         Legg Mason Partners Fund Advisor,
  Income Portfolio                 Secondarily, seeks capital         LLC
                                   appreciation.                      Subadvisers: Western Asset
                                                                      Management Company; Western Asset
                                                                      Management Company Limited
MET INVESTORS SERIES TRUST
BlackRock High Yield               Seeks to maximize total return,    Met Investors Advisory, LLC
  Portfolio -- Class A             consistent with income generation  Subadviser: BlackRock Financial
                                   and prudent investment             Management, Inc.
                                   management.
BlackRock Large Cap Core           Seeks long-term capital growth.    Met Investors Advisory, LLC
  Portfolio -- Class E                                                Subadviser: BlackRock Advisors,
                                                                      LLC
Clarion Global Real Estate         Seeks to provide total return      Met Investors Advisory, LLC
  Portfolio -- Class A             through investment in real estate  Subadviser: ING Clarion Real
                                   securities, emphasizing both       Estate Securities, L.P.
                                   capital appreciation and current
                                   income.
Dreman Small Cap Value             Seeks capital appreciation.        Met Investors Advisory, LLC
  Portfolio -- Class A                                                Subadviser: Dreman Value
                                                                      Management, L.L.C.
</Table>

                                       20



<Table>
<Caption>
             FUNDING                           INVESTMENT                         INVESTMENT
              OPTION                           OBJECTIVE                      ADVISER/SUBADVISER
- ---------------------------------  ---------------------------------  ---------------------------------
                                                                
Harris Oakmark International       Seeks long-term capital            Met Investors Advisory, LLC
  Portfolio -- Class A             appreciation.                      Subadviser: Harris Associates
                                                                      L.P.
Janus Forty Portfolio -- Class A   Seeks capital appreciation.        Met Investors Advisory, LLC
                                                                      Subadviser: Janus Capital
                                                                      Management LLC
Lazard Mid Cap Portfolio -- Class  Seeks long-term growth of          Met Investors Advisory, LLC
  A                                capital.                           Subadviser: Lazard Asset
                                                                      Management LLC
Legg Mason Partners Managed        Seeks high total return.           Met Investors Advisory, LLC
  Assets Portfolio -- Class A                                         Subadvisers: Batterymarch
                                                                      Financial Management, Inc.;
                                                                      Western Asset Management Company;
                                                                      ClearBridge Advisors, LLC; Legg
                                                                      Mason Global Asset Allocation,
                                                                      LLC
Lord Abbett Bond Debenture         Seeks high current income and the  Met Investors Advisory, LLC
  Portfolio -- Class A             opportunity for capital            Subadviser: Lord, Abbett & Co.
                                   appreciation to produce a high     LLC
                                   total return.
Lord Abbett Growth and Income      Seeks long-term growth of capital  Met Investors Advisory, LLC
  Portfolio -- Class B             and income without excessive       Subadviser: Lord, Abbett & Co.
                                   fluctuation in market value.       LLC
Lord Abbett Mid Cap Value          Seeks capital appreciation         Met Investors Advisory, LLC
  Portfolio -- Class B             through investments primarily in   Subadviser: Lord, Abbett & Co.
                                   equity securities which are        LLC
                                   believed to be undervalued in the
                                   marketplace.
Met/AIM Capital Appreciation       Seeks capital appreciation.        Met Investors Advisory, LLC
  Portfolio -- Class A                                                Subadviser: Invesco Aim Capital
                                                                      Management, Inc.
Met/AIM Small Cap Growth           Seeks long-term growth of          Met Investors Advisory, LLC
  Portfolio -- Class A             capital.                           Subadviser: Invesco Aim Capital
                                                                      Management, Inc.
MFS(R) Emerging Markets Equity     Seeks capital appreciation.        Met Investors Advisory, LLC
  Portfolio -- Class A+                                               Subadviser: Massachusetts
                                                                      Financial Services Company
MFS(R) Research International      Seeks capital appreciation.        Met Investors Advisory, LLC
  Portfolio -- Class B+                                               Subadviser: Massachusetts
                                                                      Financial Services Company
PIMCO Inflation Protected Bond     Seeks to provide maximum real      Met Investors Advisory, LLC
  Portfolio -- Class A             return, consistent with            Subadviser: Pacific Investment
                                   preservation of capital and        Management Company LLC
                                   prudent investment management.
Pioneer Fund Portfolio -- Class A  Seeks reasonable income and        Met Investors Advisory, LLC
                                   capital growth.                    Subadviser: Pioneer Investment
                                                                      Management, Inc.
Pioneer Strategic Income           Seeks a high level of current      Met Investors Advisory, LLC
  Portfolio -- Class A             income.                            Subadviser: Pioneer Investment
                                                                      Management, Inc.
Third Avenue Small Cap Value       Seeks long-term capital            Met Investors Advisory, LLC
  Portfolio -- Class B             appreciation.                      Subadviser: Third Avenue
                                                                      Management LLC
</Table>

                                       21



<Table>
<Caption>
             FUNDING                           INVESTMENT                         INVESTMENT
              OPTION                           OBJECTIVE                      ADVISER/SUBADVISER
- ---------------------------------  ---------------------------------  ---------------------------------
                                                                
Van Kampen Mid Cap Growth          Seeks capital appreciation.        Met Investors Advisory, LLC
  Portfolio -- Class B+                                               Subadviser: Morgan Stanley
                                                                      Investment Management, Inc.
                                                                      (d/b/a Van Kampen)
METROPOLITAN SERIES FUND, INC.
BlackRock Aggressive Growth        Seeks maximum capital              MetLife Advisers, LLC
  Portfolio -- Class D             appreciation.                      Subadviser: BlackRock Advisors,
                                                                      LLC
BlackRock Bond Income              Seeks a competitive total return   MetLife Advisers, LLC
  Portfolio -- Class A             primarily from investing in        Subadviser: BlackRock Advisors,
                                   fixed-income securities.           LLC
BlackRock Money Market             Seeks a high level of current      MetLife Advisers, LLC
  Portfolio -- Class A             income consistent with             Subadviser: BlackRock Advisors,
                                   preservation of capital.           LLC
Capital Guardian U.S. Equity       Seeks long-term growth of          MetLife Advisers, LLC
  Portfolio -- Class A+            capital.                           Subadviser: Capital Guardian
                                                                      Trust Company
Davis Venture Value                Seeks growth of capital.           MetLife Advisers, LLC
  Portfolio -- Class A                                                Subadviser: Davis Selected
                                                                      Advisers, L.P.
FI Large Cap Portfolio -- Class A  Seeks long-term growth of          MetLife Advisers, LLC
                                   capital.                           Subadviser: Pyramis Global
                                                                      Advisors, LLC
FI Value Leaders                   Seeks long-term growth of          MetLife Advisers, LLC
  Portfolio -- Class D             capital.                           Subadviser: Pyramis Global
                                                                      Advisors, LLC
Jennison Growth                    Seeks long-term growth of          MetLife Advisers, LLC
  Portfolio -- Class B+            capital.                           Subadviser: Jennison Associates
                                                                      LLC
Lehman Brothers(R) Aggregate Bond  Seeks to equal the performance of  MetLife Advisers, LLC
  Index Portfolio -- Class A       the Lehman Brothers(R) Aggregate   Subadviser: MetLife Investment
                                   Bond Index.                        Advisors Company, LLC
MetLife Aggressive Allocation      Seeks growth of capital.           MetLife Advisers, LLC
  Portfolio -- Class B
MetLife Conservative Allocation    Seeks high level of current        MetLife Advisers, LLC
  Portfolio -- Class B             income, with growth of capital as
                                   a secondary objective.
MetLife Conservative to Moderate   Seeks high total return in the     MetLife Advisers, LLC
  Allocation Portfolio -- Class B  form of income and growth of
                                   capital, with a greater emphasis
                                   on income.
MetLife Moderate Allocation        Seeks a balance between a high     MetLife Advisers, LLC
  Portfolio -- Class B             level of current income and
                                   growth of capital, with a greater
                                   emphasis on growth of capital.
MetLife Moderate to Aggressive     Seeks growth of capital.           MetLife Advisers, LLC
  Allocation Portfolio -- Class B
MetLife Stock Index                Seeks to equal the performance of  MetLife Advisers, LLC
  Portfolio -- Class A             the Standard & Poor's 500(R)       Subadviser: MetLife Investment
                                   Composite Stock Price Index.       Advisors Company, LLC
MFS(R) Total Return                Seeks a favorable total return     MetLife Advisers, LLC
  Portfolio -- Class F             through investment in a            Subadviser: Massachusetts
                                   diversified portfolio.             Financial Services Company
</Table>

                                       22



<Table>
<Caption>
             FUNDING                           INVESTMENT                         INVESTMENT
              OPTION                           OBJECTIVE                      ADVISER/SUBADVISER
- ---------------------------------  ---------------------------------  ---------------------------------
                                                                
MFS(R) Value Portfolio -- Class A  Seeks capital appreciation and     MetLife Advisers, LLC
                                   reasonable income.                 Subadviser: Massachusetts
                                                                      Financial Services Company
Morgan Stanley EAFE(R) Index       Seeks to equal the performance of  MetLife Advisers, LLC
  Portfolio -- Class A             the MSCI EAFE(R) Index.            Subadviser: MetLife Investment
                                                                      Advisors Company, LLC
Oppenheimer Global Equity          Seeks capital appreciation.        MetLife Advisers, LLC
  Portfolio -- Class B                                                Subadviser: OppenheimerFunds,
                                                                      Inc.
Russell 2000(R) Index              Seeks to equal the return of the   MetLife Advisers, LLC
  Portfolio -- Class A             Russell 2000(R) Index.             Subadviser: MetLife Investment
                                                                      Advisors Company, LLC
T. Rowe Price Small Cap Growth     Seeks long-term capital growth.    MetLife Advisers, LLC
  Portfolio -- Class B                                                Subadviser: T. Rowe Price
                                                                      Associates, Inc.
Western Asset Management U.S.      Seeks to maximize total return     MetLife Advisers, LLC
  Government Portfolio -- Class A  consistent with preservation of    Subadviser: Western Asset
                                   capital and maintenance of         Management Company
                                   liquidity.
PIMCO VARIABLE INSURANCE
  TRUST -- ADMINISTRATIVE CLASS
Total Return Portfolio             Seeks maximum total return,        Pacific Investment Management
                                   consistent with preservation of    Company LLC
                                   capital and prudent investment
                                   management.
VAN KAMPEN LIFE INVESTMENT
  TRUST -- CLASS II
Comstock Portfolio                 Seeks capital growth and income    Van Kampen Asset Management
                                   through investments in equity
                                   securities, including common
                                   stocks, preferred stocks and
                                   securities convertible into
                                   common and preferred stocks.
Enterprise Portfolio+              Seeks capital appreciation         Van Kampen Asset Management
                                   through investments in securities
                                   believed by the Portfolio's
                                   investment adviser to have above
                                   average potential for capital
                                   appreciation.
WELLS FARGO VARIABLE TRUST
VT Small/Mid Cap Value Fund+       Seeks long-term capital            Wells Fargo Funds Management, LLC
                                   appreciation.                      Subadviser: Wells Capital
                                                                      Management Incorporated
</Table>


- ---------
+     Not available under all Contracts. Availability depends on Contract issue
      date.

++    Certain Variable Funding Options have been subject to a merger,
      substitution or other change. Please see "Appendix B -- Additional
      Information Regarding the Underlying Funds".

METROPOLITAN SERIES FUND, INC. ASSET ALLOCATION PORTFOLIOS

The MetLife Conservative Allocation Portfolio, the MetLife Conservative to
Moderate Allocation Portfolio, the MetLife Moderate Allocation Portfolio, the
MetLife Moderate to Aggressive Allocation Portfolio and the MetLife Aggressive
Allocation Portfolio, also known as the "asset allocation portfolios", are "fund
of funds" portfolios that invest substantially all of their assets in other
portfolios of the Metropolitan Series Fund, Inc. or the Met Investors Series
Trust. Therefore, each of these asset allocation portfolios will bear its pro-
rata share of the fees and expenses incurred

                                       23



by the underlying portfolio in which it invests in addition to its own
management fees and expenses. This will reduce the investment return of each of
the asset allocation portfolios. The expense levels will vary over time,
depending on the mix of underlying portfolios in which the asset allocation
portfolio invests. Contract Owners may be able to realize lower aggregate
expenses by investing directly in the underlying portfolios instead of investing
in the asset allocation portfolios.

A Contract Owner who chooses to invest directly in the underlying portfolios
would not, however, receive asset allocation services provided by MetLife
Advisers. For more information regarding the asset allocation portfolios, please
read the prospectus for these portfolios.

                                  FIXED ACCOUNT

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

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

                             CHARGES AND DEDUCTIONS

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

GENERAL

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

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

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

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

     -    administration of the annuity options available under the Contracts;
          and

     -    the distribution of various reports to Contract Owners.

Costs and expenses we incur include:

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

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

     -    other costs of doing business.

Risks we assume include:

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

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

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

We may also deduct a charge for taxes.

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

We may reduce or eliminate the withdrawal charge, the administrative charges
and/or the mortality and expense risk charge under the Contract based upon
characteristics of the group. Such characteristics include, but are not limited
to, the nature of the group, size, facility by which Purchase Payments will be
paid, and aggregate amount of anticipated persistency. The availability of a
reduction or elimination of the withdrawal charge or the administrative

                                       24



charge will be made in a reasonable manner and will not be unfairly
discriminatory to the interest of any Contract Owner.

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

Withdrawals pursuant to a request to divide Contract Value due to a divorce are
subject to withdrawal charges.

WITHDRAWAL CHARGE

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

<Table>
<Caption>
     YEARS SINCE PURCHASE PAYMENT MADE
- ------------------------------------------
GREATER THAN OR EQUAL TO     BUT LESS THAN    WITHDRAWAL CHARGE
- ------------------------     -------------    -----------------
                                        
         0 years                 1 year               5%
         1 year                 2 years               4%
         2 years                3 years               3%
         3 years                4 years               2%
         4 years                5 years               1%
        5+ years                                      0%
</Table>


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

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

     (b)  any remaining free withdrawal allowance (as described below) after
          reduction by the amount of (a), then

     (c)  any Purchase Payments to which withdrawal charges apply (on a first-
          in, first-out basis) and, finally

     (d)  from any Contract earnings

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

IF YOU DID NOT PURCHASE YOUR CONTRACT UNDER A 457 OR 403(B) QUALIFIED PLAN, WE
WILL NOT DEDUCT A WITHDRAWAL CHARGE:

     -    from payments we make due to the death of the Annuitant

     -    if an annuity payout has begun, other than the Liquidity Benefit
          Option (See "Liquidity Benefit")

     -    from amounts withdrawn which are deposited to other contracts issued
          by us or our affiliate, subject to our approval

     -    if withdrawals are taken under our Managed Distribution Program, if
          elected by you (see Access to Your Money) or

     -    if you are confined to an eligible nursing home, as described in
          Appendix G

IF YOU PURCHASED YOUR CONTRACT UNDER A 457 OR 403(B) QUALIFIED PLAN, WE WILL NOT
DEDUCT A WITHDRAWAL CHARGE:

     -    from payments we make due to the death of the Annuitant

     -    if an annuity payout has begun

     -    from amounts withdrawn which are deposited to other contracts issued
          by us or our affiliate, subject to our approval


                                       25



     -    if withdrawals are taken as a minimum distribution, as defined under
          The Code

     -    if withdrawals are taken due to a hardship, as defined under The Code

     -    if withdrawals are taken due to a disability, as defined under The
          Code, of the Annuitant;


     -    if you are confined to an eligible nursing home, as described in
          Appendix G (403 (b) plans only).


FREE WITHDRAWAL ALLOWANCE

Beginning in the second Contract Year, you may withdraw up to 20% of the
Contract Value annually. We calculate the available withdrawal amount as of the
end of the previous Contract Year.

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

TRANSFER CHARGE

We reserve the right to assess a transfer charge of up to $10 on transfers
exceeding 12 per year. We will notify you in writing at your last known address
at least 31 days before we impose any such transfer charge.

MORTALITY AND EXPENSE RISK CHARGE

Each business day, we deduct a mortality and expense risk ("M&E") charge from
amounts we hold in the Variable Funding Options. We reflect the deduction in our
calculation of Accumulation and Annuity Unit values. The charges stated are the
maximum for this product. This charge is equal to 0.80% annually. If you choose
the Optional Death Benefit, the M&E charge is 1.25% annually. This charge
compensates the Company for risks assumed, benefits provided and expenses
incurred, including the payment of commissions to your sales agent.

VARIABLE FUNDING OPTION EXPENSES

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

FLOOR BENEFIT/LIQUIDITY BENEFIT CHARGES

If you select the Variable Annuitization Floor Benefit, we deduct a charge upon
election of this benefit. This charge compensates us for guaranteeing a minimum
variable Annuity Payment regardless of the performance of the Variable Funding
Options you selected. This charge will vary based upon market conditions, but
will never increase your annual Separate Account charge by more than 3%. The
charge will be set at the time of election, and will remain level throughout the
term of annuitization. If the Liquidity Benefit is selected, there is a
surrender charge of 5% of the amounts withdrawn during the annuity period.
Please refer to the "Payment Options" section for a description of these
benefits.

PREMIUM TAX

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


                                       26



CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

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

                                    TRANSFERS

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

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

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

Currently, there are no charges for transfers; however, we reserve the right to
charge a $10 fee for any transfer request which exceeds twelve per year. Since
each Underlying Fund may have different overall expenses, a transfer of Contract
Values from one Variable Funding Option to another could result in your
investment becoming subject to higher or lower expenses. Also, when making
transfers, you should consider the inherent risks associated with the Variable
Funding Options to which your Contract Value is allocated.


You may also transfer between the Variable Funding Options and the Fixed
Account; however, no transfers are allowed between the Fixed Account and any
Competing Fund. Amounts previously transferred from the Fixed Account to the
Underlying Funds may not be transferred back to the Fixed Account or any
Competing Fund for a period of at least 3 months for the date of the transfer.
Amounts previously transferred from a Competing Fund to and Underlying Fund,
which is not a Competing Fund, may not be transferred to the Fixed Account for a
period of at least 3 months from the date of the Purchase Payment. (Please refer
to "Appendix F -- Competing Funds".)


MARKET TIMING/EXCESSIVE TRADING

Frequent requests from Contract Owners to transfer Contract Value may dilute the
value of an Underlying Fund's shares if the frequent trading involves an attempt
to take advantage of pricing inefficiencies created by a lag between a change in
the value of the securities held by the Underlying Fund and the reflection of
that change in the Underlying Fund's share price ("arbitrage trading").
Regardless of the existence of pricing inefficiencies, frequent transfers may
also increase brokerage and administrative costs of the Underlying Funds and may
disrupt Underlying Fund management strategy, requiring an Underlying Fund to
maintain a high cash position and possibly resulting in lost investment
opportunities and forced liquidations ("disruptive trading"). Accordingly,
arbitrage trading and disruptive trading activities (referred to collectively as
"market timing") may adversely affect the long-term performance of the
Underlying Funds, which may in turn adversely affect Contract Owners and other
persons who may have an interest in the Contracts (e.g., annuitants and
beneficiaries).

We have policies and procedures that attempt to detect and deter frequent
transfers in situations where we determine there is a potential for arbitrage
trading. Currently, we believe that such situations may be presented in the
international, small-cap, and high-yield Underlying Funds (i.e., American Funds
Global Growth Fund, Clarion Global Real Estate Portfolio, MFS(R) Emerging
Markets Equity Portfolio, Delaware VIP Small Cap Value Series, Templeton
Developing Markets Securities Fund, Templeton Foreign Securities Fund, Legg
Mason Partners Variable High Income Portfolio, Legg Mason Partners Variable
International All Cap Opportunities Portfolio, Legg Mason Partners Variable
Small Cap Growth Portfolio, Dreman Small Cap Value Portfolio, Harris Oakmark
International Portfolio, Lord Abbett Bond Debenture Portfolio, Met/AIM Small Cap
Growth Portfolio, Morgan Stanley EAFE(R) Index Portfolio, Pioneer Strategic
Income Portfolio, Oppenheimer Global Equity Portfolio, BlackRock High Yield
Portfolio, MFS(R) Research International Portfolio, Russell 2000(R) Index
Portfolio, T. Rowe Price Small Cap Growth Portfolio, Third Avenue Small Cap
Value Portfolio and Wells Fargo VT Small Mid Cap Value Fund -- the "Monitored
Portfolios"), and we monitor transfer activity in those Monitored Portfolios. In
addition, as described below, we treat all American Funds Insurance Series((R)
)portfolios ("American Funds portfolios") as Monitored Portfolios. We employ

                                       27



various means to monitor transfer activity, such as examining the frequency and
size of transfers into and out of the Monitored Portfolios within given periods
of time. For example, we currently monitor transfer activity to determine if,
for each of the Monitored Portfolios, in a three-month period there were two or
more "round-trips" of a certain dollar amount or greater. A round-trip is
defined as a transfer in followed by a transfer out within the next 10 calendar
days, or a transfer out followed by a transfer in within the next 10 calendar
days. In the case of a Contract that has been restricted previously, a single
round-trip of a certain dollar amount or greater will trigger the transfer
restrictions described below.

We do not believe that other Underlying Funds present a significant opportunity
to engage in arbitrage trading and therefore do not monitor transfer activity in
those Underlying Funds. We may change the Monitored Portfolios at any time
without notice in our sole discretion. In addition to monitoring transfer
activity in certain Underlying Funds, we rely on the Underlying Funds to bring
any potential disruptive trading activity they identify to our attention for
investigation on a case-by-case basis. We will also investigate other harmful
transfer activity that we identify from time to time. We may revise these
policies and procedures in our sole discretion at any time without prior notice.

AMERICAN FUNDS((R)) MONITORING POLICY. As a condition to making their portfolios
available in our products, American Funds(R) requires us to treat all American
Funds portfolios as Monitored Portfolios under our current market timing and
excessive trading policies and procedures. Further, American Funds(R) requires
us to impose additional specified monitoring criteria for all American Funds
portfolios available under the Contract, regardless of the potential for
arbitrage trading. We are required to monitor transfer activity in American
Funds portfolios to determine if there were two or more transfers in followed by
transfers out, in each case of a certain dollar amount or greater, in any 30-day
period. A first violation of the American Funds(R) monitoring policy will result
in a written notice of violation; any additional violation will result in the
imposition of the transfer restrictions described below. Further, as Monitored
Portfolios, American Funds portfolios also will be subject to our current market
timing and excessive trading policies, procedures and restrictions, and transfer
restrictions may be imposed upon a violation of either monitoring policy.

Our policies and procedures may result in transfer restrictions being applied to
deter market timing. Currently, when we detect transfer activity in the
Monitored Portfolios that exceeds our current transfer limits, or other transfer
activity that we believe may be harmful to other Contract Owners or other
persons who have an interest in the Contracts, we will exercise our contractual
right to restrict your number of transfers to one every six months. In addition,
we also reserve the right, but do not have the obligation, to further restrict
the right to request transfers by any market timing firm or any other third
party who has been authorized to initiate transfers on behalf of multiple
Contract Owners. We may, among other things:

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

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

Transfers made under a Dollar Cost Averaging Program, a rebalancing program or,
if applicable, any asset allocation program described in this prospectus are not
treated as transfers when we evaluate trading patterns for market timing.

The detection and deterrence of harmful transfer activity involves judgments
that are inherently subjective, such as the decision to monitor only those
Underlying Funds that we believe are susceptible to arbitrage trading or the
determination of the transfer limits. Our ability to detect and/or restrict such
transfer activity may be limited by operational and technological systems, as
well as our ability to predict strategies employed by Contract 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 Contract Owners
and other persons with interests in the Contracts. We do not accommodate market
timing in any Underlying Fund and there are no arrangements in place to permit
any Contract Owner to engage in market timing; we apply our policies and
procedures without exception, waiver, or special arrangement.

The Underlying Funds may have adopted their own policies and procedures with
respect to frequent purchases and redemptions of their respective shares and we
reserve the right to enforce these policies and procedures. For example,
Underlying Funds may assess a redemption fee (which we reserve the right to
collect) on shares held for a relatively short period. The prospectuses for the
Underlying Funds describe any such policies and procedures, which may be more or
less restrictive than the policies and procedures we have adopted. Although we
may not have the

                                       28



contractual authority or the operational capacity to apply the frequent trading
policies and procedures of the Underlying Funds, we have entered into a written
agreement, as required by SEC regulation, with each Underlying Fund or its
principal underwriter that obligates us to provide to the Underlying Fund
promptly upon request certain information about the trading activity of an
individual Contract Owner, and to execute instructions from the Underlying Fund
to restrict or prohibit further Purchase Payments or transfers by specific
Contract Owners who violate the frequent trading policies established by the
Underlying Fund.

In addition, Contract Owners and other persons with interests in the Contracts
should be aware that the purchase and redemption orders received by the
Underlying Funds 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 Contract Owners of variable insurance contracts and/or individual
retirement plan participants. The omnibus nature of these orders may limit the
Underlying Funds in their ability to apply their frequent trading policies and
procedures. In addition, the other insurance companies and/or retirement plans
may have different policies and procedures or may not have any such policies and
procedures because of contractual limitations. For these reasons, we cannot
guarantee that the Underlying Funds (and thus Contract Owners) will not be
harmed by transfer activity relating to other insurance companies and/or
retirement plans that may invest in the Underlying Funds. If an Underlying Fund
believes that an omnibus order reflects one or more transfer requests from
Contract Owners engaged in disruptive trading activity, the Underlying Fund 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 Underlying Funds, including any refusal or
restriction on purchases or redemptions of their shares as a result of their own
policies and procedures on market timing activities (even if an entire omnibus
order is rejected due to the market timing activity of a single Contract Owner).
You should read the Underlying Fund prospectuses for more details.

                              ACCESS TO YOUR MONEY

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

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

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

We may withhold payment of Cash Surrender Value or a Participant's loan 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 your 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.

For those participating in the Texas Optional Retirement Program, withdrawals
may only be made upon termination of employment, retirement or death as provided
in the Texas Optional Retirement Program (See Appendix E for additional
information).

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

                                       29



hardship. Even if you are experiencing a financial hardship, you may only
withdraw contributions, not earnings. You should consult with your tax adviser
before making a withdrawal from your Contract.

SYSTEMATIC WITHDRAWALS

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

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

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

MANAGED DISTRIBUTION PROGRAM. Under the systematic withdrawal option, you may
choose to participate in the Managed Distribution Program. At no cost to you,
you may instruct us to calculate and make minimum distributions that may be
required by the IRS upon reaching age 70 1/2. (See "Federal Tax Considerations")
These payments will not be subject to the withdrawal charge and will be in lieu
of the free withdrawal allowance. No Dollar Cost Averaging Program will be
permitted if you are participating in the Managed Distribution Program.

                              OWNERSHIP PROVISIONS

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

TYPES OF OWNERSHIP

CONTRACT OWNER

The Contract belongs to the Contract Owner named in the Contract (on the
Contract Specifications page). You have sole power to exercise any rights and to
receive all benefits given in the Contract provided you have not named an
irrevocable beneficiary

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

BENEFICIARY

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

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


                                       30



ANNUITANT

The Annuitant is the individual on whose life the Maturity Date and the amount
of the monthly Annuity Payments depend.

                                  DEATH BENEFIT

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

Before the Maturity Date, generally, a death benefit is payable when you die. At
purchase, you elect either the standard death benefit or the optional death
benefit. We calculate the death benefit at the close of the business day on
which our Home Office receives (1) Due Proof of Death and (2) written payment
instructions or election of beneficiary contract continuance ("Death Report
Date").

DEATH PROCEEDS BEFORE THE MATURITY DATE

STANDARD DEATH BENEFIT

<Table>
<Caption>
- -------------------------------------------------------------------------------------
ANNUITANT'S AGE ON THE CONTRACT
              DATE                                DEATH BENEFIT PAYABLE
- --------------------------------- ---------------------------------------------------
                                 
On or Before Age 80                 Greater of:
                                    1) Contract Value on the Death Report Date, or
                                    2) Total Purchase Payments less the total amount
                                       of any partial surrenders (including
                                       associated charges, if any).
- --------------------------------- ---------------------------------------------------
After Age 80                        Contract Value less any applicable premium tax.
- --------------------------------- ---------------------------------------------------
</Table>


OPTIONAL DEATH BENEFIT AND CREDIT

The Optional Death Benefit and Credit varies depending on the Annuitant's age on
the Contract Date.

<Table>
<Caption>
- -------------------------------------------------------------------------------------
ANNUITANT'S AGE ON THE CONTRACT
              DATE                                DEATH BENEFIT PAYABLE
- --------------------------------- ---------------------------------------------------
                                 
Under Age 70                        Greater of:
                                    1) Contract Value on the Death Report Date, or
                                    2) Total Purchase Payments less the total of any
                                       withdrawals (and related charges); or
                                    3) Maximum Step-Up death benefit value (described
                                       below) in effect on Death Report Date which
                                       are associated with Contract Date
                                       anniversaries beginning with the 5th, and
                                       ending with the last before the Annuitant's
                                       76th birthday.
- --------------------------------- ---------------------------------------------------
Age 70-75                           Greater of:
                                    1) Contract Value on Death Report Date, or
                                    2) Total Purchase Payments less the total of any
                                       withdrawals (and related charges); or
                                    3) Step-Up death benefit value (described below)
                                       in effect on Death Report Date associated with
                                       the 5th Contract Date anniversary.
- --------------------------------- ---------------------------------------------------
Age 76-80                           Greater of (1) or (2) above.
- --------------------------------- ---------------------------------------------------
Age over 80                         Contract Value on Death Report Date (less any
                                    applicable premium tax)
- --------------------------------- ---------------------------------------------------
</Table>


STEP-UP DEATH BENEFIT VALUE

We will establish a separate Step-Up death benefit value on the fifth Contract
Date anniversary and on each subsequent Contract Date anniversary on or before
the Death Report Date. The Step-Up death benefit value will

                                       31



initially equal the Contract Value on that anniversary. After a Step-Up death
benefit value has been established, we will recalculate it each time a Purchase
Payment is made or a withdrawal is taken until the Death Report Date. We will
recalculate Step-Up death benefit values by increasing them by the amount of
each applicable Purchase Payment and by reducing them by a partial surrender
reduction (as described below) for each applicable withdrawal. Recalculations of
Step-Up death benefit values related to any Purchase Payments or any withdrawals
will be made in the order that such Purchase Payments or partial surrender
reductions occur.

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

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

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

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

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

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

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

PAYMENT OF PROCEEDS

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

<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------
                                                                                      MANDATORY
      BEFORE THE MATURITY DATE,                   THE COMPANY WILL                   PAYOUT RULES
        UPON THE DEATH OF THE                   PAY THE PROCEEDS TO:                    APPLY*
- ------------------------------------------------------------------------------------------------------
                                                                         
OWNER/ANNUITANT                        The beneficiary (ies), or if none, to   Yes
                                       the Contract Owner's estate.
- ------------------------------------------------------------------------------------------------------
BENEFICIARY                            No death proceeds are payable;          N/A
                                       Contract continues.
- ------------------------------------------------------------------------------------------------------
CONTINGENT BENEFICIARY                 No death proceeds are payable;          N/A
                                       Contract continues.
- ------------------------------------------------------------------------------------------------------
</Table>


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

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

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


                                       32



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

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

     -    take a loan

     -    make additional Purchase Payments

     -    transfer ownership of the Contract

The beneficiary may also name his/her own beneficiary ("succeeding beneficiary")
and has the right to take withdrawals at any time after the Death Report Date
without a withdrawal charge. All other fees and charges applicable to the
original Contract will also apply to the continued Contract. All benefits and
features of the continued Contract will be based on the beneficiary's age on the
Death Report Date as if the beneficiary had purchased the Contract with the
adjusted Contract Value on the Death Report Date.

PLANNED DEATH BENEFIT (INDIVIDUAL CONTRACTS ONLY)

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

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

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

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

DEATH PROCEEDS AFTER THE MATURITY DATE

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

                               THE ANNUITY PERIOD

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

MATURITY DATE

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


                                       33



You may choose to annuitize at any time after you purchase your Contract. Unless
you elect otherwise, the Maturity Date will be the Annuitant's 90th birthday or
ten years after the effective date of the Contract, if later. This requirement
may be changed by us.

At least 30 days before the original Maturity Date, you may elect to extend the
Maturity Date to any time prior to the Annuitant's 90th birthday, or to a later
date with our consent. You may use certain annuity options taken at the Maturity
Date to meet the minimum required distribution requirements of federal tax law,
or you may use a program of withdrawals instead. These mandatory distribution
requirements take effect generally upon the death of the Contract Owner, or with
certain Qualified Contracts upon either the later of the Contract Owner's
attainment of age 70 1/2 or year of retirement. You should seek independent tax
advice regarding the election of minimum required distributions.

ALLOCATION OF ANNUITY

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

ANNUITIZATION CREDIT. This credit is applied to the Contract Value used to
purchase one of the annuity options described below. The credit equals 0.5% of
your Contract Value if you annuitize during Contract Years 2-5, 1% during
Contract Years 6-10, and 2% after Contract Year 10. There is no credit applied
to Contracts held less than 1 year.

VARIABLE ANNUITY

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

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

The amount of your first monthly payment depends on the annuity option you
elected and the Annuitant's adjusted age. Your Contract contains the formula for
determining the adjusted age. We determine the total first monthly Annuity
Payment by multiplying the benefit per $1,000 of value shown in the contract
tables by the number of thousands of dollars of Contract Value you apply to that
annuity option. You may select an assumed daily net investment factor of 3.0% or
5.0% upon each full or partial annuitization. The contract tables factor in an
assumed net investment factor of 3.0% or 5.0%. We call this your net investment
rate. Your net investment rate of 3.0% or 5.0% corresponds to an annual interest
rate of 3.0% or 5.0%. This means that if the annualized investment performance,
after expenses, of your Variable Funding Options is less than 3.0% or 5.0%, then
the dollar amount of your variable Annuity Payments will decrease. However, if
the annualized investment performance, after expenses, of your Variable Funding
Options is greater than 3.0% or 5.0%, then the dollar amount of your variable
Annuity Payments will increase.

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


                                       34



FIXED ANNUITY

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

If you have elected the Increasing Benefit Option, the payments will be
calculated as above. However, the initial payment will be less than that
reflected in the table and the subsequent payments will be increased by the
percentage you elected.

LIQUIDITY BENEFIT (BENEFIT NOT AVAILABLE UNDER 457 PLANS)

If you select any annuity option that guarantees you payments for a minimum
period of time ("period certain"), you may take a lump sum payment (equal to a
portion or all of the value of the remaining payments) any time after the first
Contract Year. There is a charge of 5% of the amount withdrawn under this
option.

For variable Annuity Payments, we use the Assumed Net Investment Factor,
("ANIF") as the interest rate to determine the lump sum amount. If you request
only a percentage of the amount available, we will reduce the amount of each
payment during the rest of the period certain by that percentage. After the
period expires, your payments will increase to the level they would have been
had no liquidation taken place.

For fixed Annuity Payments, we calculate the present value of the remaining
period certain payments using a current interest rate. The current interest rate
used depends on the amount of time left in the annuity option you elected. The
current rate will be the same rate we would give someone electing an annuity
option for that same amount of time. If you request a percentage of the amount
available during the period certain, we will reduce the amount of each payment
during the rest of the period certain by that percentage. After the period
certain expires, your payments will increase to the level they would have been
had no liquidation taken place.

The market value adjustment formula for calculating the present value described
above for fixed Annuity Payments is as follows:
                                        n
                 Present Value = E[Payments x (1/1 + iC)(t/365)
                                      s = 1

Where

iC = the interest rate described above

n = the number of payments remaining in the Contract Owner's period certain at
the time of request for this benefit

t = the number of days remaining until that payment is made, adjusting for leap
years.

See Appendix D for examples of this market value adjustment.

                                 PAYMENT OPTIONS

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

ELECTION OF OPTIONS

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

During the Annuitant's lifetime, if you do not elect otherwise before the
Maturity Date, we will pay you (or another designated payee) the first of a
series of monthly Annuity Payments based on the life of the Annuitant, in
accordance with Annuity Option 2 (Life Annuity with 120, 180 or 240 monthly
payments assured). For certain Qualified

                                       35



Contracts, Annuity Option 4 (Joint and Last Survivor Life Annuity -- Annuity
Reduced on Death of Primary Payee) will be the automatic option as described in
the Contract.

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

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

VARIABLE ANNUITIZATION FLOOR BENEFIT (BENEFIT NOT AVAILABLE UNDER 457 PLANS).
This benefit may not be available, or may only be available under certain
annuity options, if we determine market conditions so dictate. If available, we
will guarantee that, regardless of the performance of the Variable Funding
Options selected by you, your Annuity Payments will never be less than a certain
percentage of your first Annuity Payment. This percentage will vary depending on
market conditions, but will never be less than 50%. You may not elect this
benefit if you are over age 80. Additionally, you must select from certain funds
available under this guarantee. Currently, these funds are the FI Value Leaders
Portfolio, BlackRock Bond Portfolio and the Western Asset Management U.S.
Government Portfolio. We may, at our discretion, increase or decrease the number
of funds available under this benefit. This benefit is not currently available
under Annuity Option 5. The benefit is not available with the 5% ANIF under any
Option. If you select this benefit, you may not elect to liquidate any portion
of your Contract.

There is a charge for this guarantee, which will begin upon election of this
benefit. This charge will vary based upon market conditions, and will be
established at the time the benefit is elected. Once established, the charge
will remain level throughout the remainder of the annuitization, and will never
increase your annual Separate Account charge by more than 3% per year.

We reserve the right to restrict the amount of Contract Value to be annuitized
under this benefit.

ANNUITY OPTIONS

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

Option 1 -- Life Annuity -- No Refund. The Company will make Annuity Payments
during the lifetime of the Annuitant, terminating with the last payment
preceding death. While this option offers the maximum periodic payments, there
is no assurance of a minimum number of payments nor a provision for a death
benefit for beneficiaries.

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

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will
make Annuity Payments during the lifetime of the Annuitant and a second person.
When either person dies, we will continue making payments to the survivor. No
further payments will be made following the death of the survivor. There is no
assurance of a minimum number of payments, nor is there a provision for a death
benefit upon the survivor's death.

Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of
Primary Payee. The Company will make Annuity Payments during the lifetimes of
the Annuitant and a second person. One of the two persons will be designated as
the primary payee. The other will be designated as secondary payee. On the death
of the secondary payee, if survived by the primary payee, the Company will
continue to make monthly Annuity Payments to the primary payee in the same
amount that would have been payable during the joint lifetime of the two
persons. On the death of the primary payee, if survived by the secondary payee,
the Company will continue to make Annuity Payments to the secondary payee in an
amount equal to 50% of the payments, which would have been made during the
lifetime of the primary payee. No further payments will be made once both payees
have died.


                                       36



Option 5 -- Payments for a Fixed Period (Term Certain). We will make periodic
payments for the period selected. Please note that Option 5 may not satisfy the
minimum required distribution rules for Qualified Contracts. Consult a tax
advisor before electing this option.

Option 6  -- Other Annuity Options. We will make any other arrangements for
Annuity Payments as may be mutually agreed upon.

                        MISCELLANEOUS CONTRACT PROVISIONS

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

RIGHT TO RETURN

You may return the Contract for a full refund of the Contract Value plus any
Contract charges and premium taxes you paid (but not any fees and charges the
Underlying Fund assessed) within ten days after you receive it (the "right to
return period"). The number of days for the right to return varies by state.
Depending on state law, we may refund all of your Purchase Payments or your
Contract Value. You bear the investment risk of investing in the Variable
Funding Options during the right to return period; therefore, if your state only
requires return of Contract Value, the Contract Value returned may be greater or
less than your Purchase Payment.

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

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

TERMINATION

We reserve the right to terminate the Contract on any business day if the
Contract Value as of that date is less than $2,000 and you have not made
Purchase Payments for at least two years, unless otherwise specified by state
law. Accordingly, no Contract will be terminated due solely to negative
investment performance. Termination will not occur until 31 days after we have
mailed notice of termination to your last known address and to any assignee of
record. If the Contract is terminated, we will pay you the Cash Surrender Value
less any applicable premium tax,. In certain states, we may be required to pay
you the Contract Value.

REQUIRED REPORTS

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

SUSPENSION OF PAYMENTS

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


                                       37



MISSTATEMENT

We may require proof of age of the Owner, beneficiary or Annuitant before making
any payments under this Contract that are measured by the Owner's, beneficiary's
or Annuitant's life. If the age of the measuring life has been misstated, the
amount payable will be the amount that would have been provided at the correct
age.

Once Annuity Payments have begun, any overpayments or underpayments will be
deducted from or added to the payment or payments made after the adjustment. In
certain states, we are required to pay interest on any underpayments.

                              THE SEPARATE ACCOUNTS

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

MetLife Insurance Company of Connecticut sponsors the separate accounts: MetLife
of CT Separate Account Five and MetLife of CT Separate Account Six (the
"Separate Accounts"), respectively. Both Separate Accounts were established on
March 27, 1997 and are registered with the SEC as unit investment trusts under
the 1940 Act. We will invest Separate Account assets attributable to the
Contracts exclusively in the shares of the Variable Funding Options.

Before December 7, 2007 a contract with terms identical to this Contract was
issued by MetLife Life and Annuity Company of Connecticut ("MLAC"), a stock life
insurance company chartered in 1973 in Connecticut. The Contract was funded
through MetLife of CT Separate Account Six for Variable Annuities, a separate
account registered with the SEC as a unit investment trust under the Investment
Company Act of 1940, as amended.

On December 7, 2007, MLAC, a wholly-owned subsidiary of the Company and an
indirect, wholly-owned subsidiary of MetLife, Inc., merged with and into the
Company. Upon consummation of the merger, MLAC's corporate existence ceased by
operation of law and the Company assumed legal ownership of all of the assets of
MLAC, including MetLife of CT Separate Account Six for Variable Annuities and
its assets. Pursuant to the merger, therefore, MetLife of CT Separate Account
Six for Variable Annuities became a separate account of the Company. As a result
of the merger, the Company also has become responsible for all of MLAC's
liabilities and obligations, including those created under the MLAC contract (as
initially issued by MLAC (formerly known as The Travelers Life and Annuity
Company and outstanding on the date of the merger) and in connection with the
market value adjustment feature of the MLAC contract. The MLAC contract has
thereby become a variable contract funded by a separate account of the Company
and each MLAC contract owner has thereby become a Contract Owner of the Company.

We hold the assets of the Separate Accounts for the exclusive benefit of the
owners of each Separate Account, according to the laws of Connecticut. Income,
gains and losses, whether or not realized, from assets allocated to the Separate
Account are, in accordance with the Contracts, credited to or charged against
the Separate Account without regard to other income, gains and losses of the
Company. The assets held by the Separate Account are not chargeable with
liabilities arising out of any other business that we may conduct. Obligations
under the Contract are obligations of the Company. Any obligations that exceed
the assets in the Separate Account are payable by the Company's general account.
The amount of the guaranteed death benefit that exceeds the Contract Value is
paid from the Company's general account. Benefit amounts paid from the general
account are subject to the financial strength and claims paying ability of the
Company.

All investment income and other distributions of the funding options are payable
to the Separate Account. We reinvest all such income and/or distributions in
shares of the respective funding option at net asset value. Shares of the
funding options are currently sold only to life insurance company separate
accounts to fund variable annuity and variable life insurance contracts or to
qualified pension or retirement plans as permitted under the Internal Revenue
Code of 1986, as amended, and the regulations thereunder.

We reserve the right to transfer the assets of the Separate Account to another
separate 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 Contract Value.

Certain variable annuity separate accounts and variable life insurance separate
accounts may invest in the funding options simultaneously (called "mixed" and
"shared" funding). It is conceivable that in the future it may be
disadvantageous to do so. Although the Company and the Variable Funding Options
do not currently foresee any such disadvantages either to variable annuity
Contract Owners or variable life policy owners, each Variable Funding

                                       38



Option's Board of Directors intends to monitor events in order to identify any
material conflicts between them and to determine what action, if any, should be
taken. If a Board of Directors was to conclude that separate funds should be
established for variable life and variable annuity separate accounts, the
variable annuity Contract Owners would not bear any of the related expenses, but
variable annuity Contract Owners and variable life insurance policy owners would
no longer have the economies of scale resulting from a larger combined fund.

We anticipate merging the Separate Account(s) with and into another separate
account of the Company (the MetLife of CT Separate Account Eleven for Variable
Annuities) during the fourth quarter of 2008 at the earliest, subject to
regulatory approval. This merger will have no effect on the provisions of, and
the rights and obligations under, the Contract. Similarly, the merger will not
have any adverse impact on your Contract Value or any tax consequences for you.

PERFORMANCE INFORMATION

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

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

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

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

                           FEDERAL TAX CONSIDERATIONS

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

GENERAL

THIS SECTION PROVIDES GENERAL INFORMATION REGARDING THE FEDERAL TAXATION OF
ANNUITY CONTRACTS IN VARIOUS TAX "MARKETS", INCLUDING GENERAL INFORMATION
REGARDING OPTIONAL ANNUITY CONTRACT BENEFITS SUCH AS LIVING BENEFITS RIDERS.
THIS SECTION INCLUDES A DISCUSSION OF TAX MARKETS AND OPTIONAL BENEFITS THAT MAY
NOT BE OFFERED BY THIS PROSPECTUS. CONSULT YOUR CONTRACT OR CERTIFICATE FOR MORE
INFORMATION.

Because of the complexity of the law and the fact that the tax results will vary
according to the factual status of the individual involved, a person
contemplating purchase of an annuity contract and/or Contract Owner, participant
or Beneficiary who may make elections under a contract should consult with a
qualified tax or legal adviser prior to such purchase or the making of an
election. It should be understood that the foregoing description of the federal
income tax consequences under these contracts is not exhaustive and that special
rules are provided with respect to situations not discussed here. It should be
understood that if a tax benefited plan loses its exempt status, employees could
lose some of the tax benefits described. For further information, a qualified
tax adviser should be consulted.

You are responsible for determining whether your purchase of a Contract,
withdrawals, Annuity Payments and any other transactions under your Contract
satisfy applicable tax law.


                                       39



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

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

We are not responsible for determining if your employer's plan or arrangement
satisfies the requirements of the Code and/or ERISA (the Employee Retirement
Income Security Act of 1974). If the Annuity is subject to the Retirement Equity
Act because it is part of a plan subject to ERISA, the participant's spouse has
certain rights which may be waived with the written consent of the spouse.
Consult your tax advisor.

The rules for state and local income taxes may differ from the Federal income
tax rules. Contract Owners of the Contract should consult their own tax advisors
and the law of the applicable taxing jurisdiction to determine what rules and
tax benefits apply to the contract.

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

Federal Estate Taxes. While no attempt is being made to discuss the Federal
estate tax implications of the Contract, you should keep in mind that the value
of an annuity contract owned by a decedent and payable to a beneficiary by
virtue of surviving the decedent is included in the decedent's gross estate.
Depending on the terms of the annuity contract, the value of the annuity
included in the gross estate may be the value of the lump sum payment payable to
the designated beneficiary or the actuarial value of the payments to be received
by the beneficiary. Consult an estate planning advisor for more information.

Generation-Skipping transfer tax. Under certain circumstances, the Code may
impose a "generation skipping transfer tax" when all or part of an annuity
contract is transferred to, or a death benefit is paid to, an individual two or
more generations younger than the Contract owner. Regulations issued under the
Code may require us to deduct the tax from your Contract, or from any applicable
payment, and pay it directly to the IRS. Consult a tax advisor or attorney prior
to naming a beneficiary or other payee under the Income Annuity to determine
whether this tax may apply.

The Company may be entitled to certain tax benefits related to the assets of the
Separate Account. These tax benefits, which may include foreign tax credits and
corporate dividend received deductions, are not passed back to the Separate
Account or to Contract Owners since the Company is the owner of the assets from
which the tax benefits are derived.

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

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

In general this does not apply to Section 457(b) annuities. However, it does
apply to distributions from Contracts under Section 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.


                                       40



NON-QUALIFIED ANNUITIES

If you purchase the Contract on an individual basis with after-tax dollars and
not under a tax qualified retirement plan or Individual Retirement Account, your
Contract is referred to as non-qualified.

As the Contract Owner of a non-qualified annuity, you do not receive any tax
benefit (deduction or deferral of income) on Purchase Payments, but you will not
be taxed on increases in the value of your Contract until a distribution
occurs -- either as a withdrawal (distribution made prior to the Maturity Date),
or as periodic Annuity Payments. When a withdrawal is made, you are taxed on the
amount of the withdrawal that is considered earnings under federal tax laws.
Similarly, when you receive an Annuity Payment, part of each periodic payment is
considered a return of your Purchase Payments and will not be taxed. The
remaining portion of the Annuity Payment (i.e., any earnings) will be considered
ordinary income for federal income tax purposes.

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

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

Under Section 1035 of the Code, your non-qualified Contract may be exchanged for
another Non-Qualified annuity without paying income taxes if certain Code
requirements are met and income payments have not yet commenced. Code Section
1035 provides that no gain or loss is recognized when an annuity contract or a
portion of an existing annuity account balance is received in exchange for a
life, endowment, or annuity Contract. Since different annuity contracts have
different expenses, fees and benefits, a tax-free exchange (or a portion
thereof) could result in your investment becoming subject to higher or lower
fees and/or expenses.

For partial exchanges under Section 1035, it is conceivable that the IRS could
require aggregation of the several contracts if distributions have been taken
from any of the contracts after the exchange within a certain period of time
(e.g. 24 months) resulting in greater taxable income and adverse tax
consequences such as imposition of the 10% penalty if the taxpayer has not
attained age 59 1/2 at the time of the distribution(s).

Additionally, consolidation of contracts under a Section 1035 exchange will
cause an aggregation of contract values and may adversely impact gain reported
and possible imposition of the 10% penalty if the taxpayer is under age 59 1/2
at the time of distribution from a consolidated contract.

Where otherwise permitted under the Contract, pledges, direct or indirect
borrowing against the value of the Contract and other types of transfers of all
or a portion of your Contract Value may result in the immediate taxation of the
gain in your Contract. This rule may not apply to certain transfers between
spouses or between ex-spouses which are considered incident to divorce as
defined by the Code.

Consult your tax advisor prior to changing the annuitant or prior to changing
the date you have determined to commence income payments, if permitted under the
terms of your contract. It is conceivable that the IRS could consider such
actions to be a taxable exchange of annuity contracts.

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

The Code requires that any non-qualified variable annuity contracts based on a
Separate Account must meet specific diversification standards. Non-qualified
variable annuity contracts shall not be treated as an annuity for federal income
tax purposes if investments made in the account are not adequately diversified.
Final tax regulations define how Separate Accounts must be diversified. The
Company monitors the diversification of investments constantly and believes that
its accounts are adequately diversified. The consequence of any failure to
diversify is essentially the loss

                                       41



to the Contract Owner of tax-deferred treatment, requiring the current inclusion
of a proportionate share of the income and gains from the Separate Account
assets in the income of each Contract Owner. The Company intends to administer
all contracts subject to this provision of law in a manner that will maintain
adequate diversification.

If Underlying Fund shares are sold directly to tax-qualified retirement plans
that later lose their tax-qualified status or to non-qualified plans, the
Separate Account(s) investing in the Underlying Fund may fail the
diversification requirements of Section 817(h) of the Code, which could have
adverse tax consequences for variable Contract Owners, including losing the
benefit of tax deferral.

OWNERSHIP OF THE INVESTMENTS

In certain circumstances, owners of variable annuity contracts have been
considered to be the owners of the assets of the underlying Separate Account for
federal income tax purposes due to their ability to exercise investment control
over those assets. When this is the case, the Contract Owners have been
currently taxed on income and gains attributable to the variable account assets.
There is little guidance in this area, and some features of the Contract, such
as the number of funds available and the flexibility of the Contract Owner to
allocate premium payments and transfer amounts among the funding options, have
not been addressed in public rulings. While we believe that the Contract does
not give the Contract Owner investment control over Separate Account assets, we
reserve the right to modify the Contract as necessary to prevent a Contract
Owner from being treated as the owner of the Separate Account assets supporting
the Contract.

PARTIAL AND FULL WITHDRAWALS

Any withdrawal is generally treated as coming first from earnings (determined
based on the difference between the account balance prior to any surrender
charges and the remaining basis, immediately prior to the withdrawal) and only
after all earnings are paid out from your contributions (and thus a nontaxable
return of principal). However, this rule does not apply to payments made under
income annuities. Such payments are subject to an "exclusion ratio" or
"excludable amount" which determines how much of each payment is a non-taxable
return of your contributions/purchase payments and how much is a taxable payment
of earnings. Once the total amount treated as a return of your
contributions/purchase payments equals the amount of such contributions/purchase
payments, all remaining payments are fully taxable.

Generally, when you (or your beneficiary in the case of a death benefit) make a
partial withdrawal from your Non-Qualified Annuity, the Code treats such a
withdrawal as:

     -    First coming from earnings (and thus subject to income tax); and

     -    Then from your purchase payments (which are not subject to income
          tax).

This rule does not apply to payments made pursuant to an income pay-out option
under your Contract.

In the case of a full withdrawal, the withdrawn amounts are treated as first
coming from your non-taxable return of purchase payments and then from a taxable
payment of earnings. In the event the proceeds on full surrender of your
Contract are less than remaining purchase payments you may be able to claim a
loss: consult a tax advisor as to whether a loss is allowable, the character of
such loss and where to claim it in your Federal Income Tax return.

INCOME ANNUITY PAYMENTS

Generally, different tax rules apply to payments made pursuant to a pay-out
option under your Contract than to withdrawals and payments received before the
annuity starting date.

Income payments are subject to an "excludable amount" or "exclusion ratio" which
determines how much of each payment is treated as:

     -    A non-taxable return of your purchase payment; and

     -    A taxable payment of earnings.

We will determine such excludable amount for each income payment under the
Contract as a whole by using the rules applicable to variable income payments in
general (i.e. by dividing your after-tax purchase price, as adjusted

                                       42



for any refund or guarantee feature, by the number of expected income payments
from the appropriate IRS table). However, the IRS may determine that the
excludable amount is different from our computation.

We generally will tell you how much of each income payment is a non-taxable
return of your Purchase Payment. 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. Generally, once the total amount treated
as a non-taxable return of your purchase payment equals your purchase payment,
then all remaining payments are fully taxable. We will withhold a portion of the
taxable amount of your income payment for income taxes, unless you elect
otherwise. The amount we withhold is determined by the Code.

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

Income payments and amounts received on the exercise of a full withdrawal or
partial withdrawal option under your non-qualified Contract may not be
transferred in a tax-free exchange into another annuity contract. In accordance
with our procedures, such amounts will instead be taxable under the rules for
income payment or withdrawals, whichever is applicable.

Additionally, if you are under age 59 1/2 at the time income payments commence
and intend the income payments to constitute an exception to the 10% penalty
tax, any attempt to make a tax-free transfer or rollover (whether for non-
qualified or qualified annuities) prior to the later of (a) age 59 1/2, or (b)
five years after income payments commence will generally invalidate the
exception and subject you to income tax, additional penalties and interest.

Generally, once the total amount treated as a non-taxable return of your
purchase payment equals your purchase payment, then all remaining payments are
fully taxable. We will withhold a portion of the taxable amount of your income
payment for income taxes, unless you elect otherwise. The amount we withhold is
determined by the Code.

Under the Code, withdrawals or income payments from non-qualified annuities need
not be made by a particular age. However, it is possible that the IRS may
determine that you must take a lump sum withdrawal or elect to receive income
payments by a certain age (e.g., 85).

AFTER DEATH & DEATH BENEFITS: NON-QUALIFIED ANNUITIES

TAXATION OF DEATH BENEFIT PROCEEDS

The death benefit under an annuity is generally taxable to the recipient
beneficiary or other payee, such as your estate, in the same manner as
distributions made to the contract owner (using the rules for withdrawals or
income payments, whichever is applicable).

If you die before the annuity starting date, as defined under Treasury
Regulations, we must make payment of your entire interest in the Contract within
five years of the date of your death or begin payments for a period and in a
manner allowed by the Code (and any regulations thereunder) to your beneficiary
within one year of the date of your death. If your spouse is your beneficiary,
he or she may elect to continue as "contract owner" of the Contract.

If the Contract is issued in your name after your death for the benefit of your
designated beneficiary with a purchase payment which is directly transferred to
the Contract from another non-qualified account or non-qualified annuity you
owned, the entire interest in the Contract including the value of all benefits
in addition to the account balance must be distributed to your designated
beneficiary under the required minimum distribution rules under the Code that
apply after your death. Additionally, the death benefit must continue to be
distributed to your beneficiary's beneficiary in a manner at least as rapidly as
the method of distribution in effect at the time of your beneficiary's death.


                                       43



After your death, if your designated beneficiary does not timely elect in
accordance with our procedures a method for the payment of the death benefit
complying with the Code, the remaining interest in the Contract must be
distributed within five years of the date of your death.

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

If you die on or after the "annuity starting date," as defined under Treasury
Regulations, payments must continue to be made at least as rapidly as under the
income type being used as of the date of your death.

If you die before all Purchase Payments are returned, the unreturned amount may
be deductible on your final income tax return or deductible by either your
beneficiary, if income payments continue after your death, or by your estate or
your beneficiary if paid in a lump sum.

In the case of joint owners, the above rules will be applied on the death of any
Contract Owner.

Where the Contract Owner is not a natural person, these rules will be applied on
the death of or change of any annuitant (if changes to the annuitant are
permitted under the Contract).

QUALIFIED ANNUITY CONTRACTS

If you purchase your Contract with proceeds of an eligible rollover distribution
from any qualified employee pension plan or individual retirement annuity (IRA),
or deductible IRA contributions, your Contract is referred to as a Qualified
Contract. Some examples of Qualified Contracts are: IRAs, tax-sheltered
annuities established by public school systems or certain tax-exempt
organizations under Code Section 403(b), corporate sponsored pension and profit-
sharing plans (including 401(k) plans), Keogh Plans (for self-employed
individuals), and certain other qualified deferred compensation plans. Another
type of Qualified Contract is a Roth IRA, under which after-tax contributions
accumulate until maturity, when amounts (including earnings) may be withdrawn
tax-free. The rights and benefits under a Qualified Contract may be limited by
the terms of the retirement plan, regardless of the terms and conditions of the
Contract. Plan participants making contributions to Qualified Contracts will be
subject to the required minimum distribution rules as provided by the Code and
described below.

All IRAs, TSAs (ERISA and non-ERISA) sec.457(b), sec.403(a), SEP and SIMPLE
plans and 401(a) and 401(k) plans (hereinafter "Qualified Plans" unless
otherwise specified) receive tax deferral under the Code. Although there are no
additional tax benefits by funding your Qualified Plan with an annuity, doing so
does offer you additional insurance benefits such as the availability of a
guaranteed income for life.

TAXATION OF QUALIFIED ANNUITY CONTRACTS

Under a qualified annuity, since amounts paid into the Contract have generally
not yet been taxed, the full amount of such distributions, including the amount
attributable to Purchase Payments, whether paid in the form of lump-sum
withdrawals or Annuity Payments, are generally taxed at the ordinary income tax
rate unless the distribution is transferred to an eligible rollover account or
contract. The Contract is available as a vehicle for IRA rollovers and for other
Qualified Contracts.

There are special rules which govern the taxation of Qualified Contracts,
including withdrawal restrictions, requirements for mandatory distributions, and
contribution limits. Amounts rolled over to the Contract from other qualified
plan funding vehicles are generally not subject to current taxation.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

Federal tax law requires that minimum annual distributions begin by April 1st of
the calendar year following the calendar year in which an IRA owner attains age
70 1/2. Participants in qualified plans 457(b) plans, and 403(b) annuities may
defer minimum distributions until the later of April 1st of the calendar year
following the

                                       44



calendar year in which they attain age 70 1/2 or the year of retirement (except
for 5% or more owners). If you own more than one individual retirement annuity
and/or account, you may satisfy the minimum distribution rules on an aggregate
basis (i.e. determine the total amount of required distributions from all IRAs
and take the required amount from any one or more IRAs). A similar aggregate
approach is available to meet your 403(b) minimum distribution requirements if
you have multiple 403(b) annuities. Recently promulgated Treasury regulations
changed the distribution requirements; therefore, it is important that you
consult your tax advisor as to the impact of these regulations on your personal
situation.

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

MINIMUM DISTRIBUTIONS FOR BENEFICIARIES UPON THE CONTRACT OWNER'S DEATH

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

NOTE TO PARTICIPANTS IN QUALIFIED PLANS INCLUDING 401, 403(B), 457 AS WELL AS
IRA OWNERS:

While annual plan contribution limits may be increased from time to time by
Congress and the IRS for federal income tax purposes, these limits must be
adopted by each state for the higher limits to be effective at a state income
tax level. In other words, permissible contribution limit for income tax
purposes may be different at the federal level from your state's income tax
laws. Please consult your employer or tax adviser regarding this issue.

INDIVIDUAL RETIREMENT ANNUITIES

The Contract has not been submitted to the IRS for approval as to form as a
valid IRA. Such approval would not constitute an IRS approval or endorsement of
any funding options under the contract. IRS approval as to form is not required
to constitute a valid IRA. Disqualification of the Contract as an IRA could
result in the immediate taxation of amounts held in the Contract and other
adverse tax consequences.

To the extent of earned income for the year and not exceeding the applicable
limit for the taxable year, an individual may make deductible contributions to
an individual retirement annuity (IRA). The applicable limit is $5,000 in 2008,
and may be indexed for inflation in future years. Additional "catch-up
contributions" may be made to an IRA by individuals age 50 or over. There are
certain limits on the deductible amount based on the adjusted gross income of
the individual and spouse and on their participation in a retirement plan. If an
individual is married and the spouse is not employed, the individual may
establish IRAs for the individual and spouse. The single purchase payment may
include the deductible contribution for the year of purchase. Purchase Payments
may then be made annually into IRAs for both spouses in the maximum amount of
100% of earned income up to a combined limit based on the individual limits
outlined above.

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

Partial or full distributions are treated as ordinary income, except that
amounts contributed after 1986 on a non-deductible basis are not includable in
income when distributed. An additional tax of 10% will apply to any taxable

                                       45



distribution from the IRA that is received by the participant before the age of
59 1/2 except by reason of death, disability or as part of a series of payments
for life or life expectancy. Distributions must commence by April 1st of the
calendar year after the close of the calendar year in which the individual
attains the age of 70 1/2. Certain other mandatory distribution rules apply on
the death of the individual. The individual must maintain personal and tax
return records of any non-deductible contributions and distributions.

Section 408(k) of the Code provides for the purchase of a Simplified Employee
Pension (SEP) plan. A SEP is funded through an IRA and can accept an annual
employer contribution limited to the lesser of $46,000 or 100% of pay for each
participant in 2008.

ROTH IRAS

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

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

CONVERSION

You may convert/rollover an existing IRA to a Roth IRA if your modified adjusted
gross income does not exceed $100,000 in the year you convert. If you are
married but file separately, you may not convert a Traditional IRA into a Roth
IRA.

Except to the extent you have non-deductible IRA contributions, the amount
converted from an existing IRA into a Roth IRA is taxable. Generally, the 10%
early withdrawal penalty does not apply to conversions/rollovers. (See
discussion below).

Unless you elect otherwise, amounts you convert from a Traditional IRA to a Roth
IRA will be subject to income tax withholding. The amount withheld is determined
by the Code.

Note: new IRS guidance requires that in the case of a redesignation of a
Traditional IRA into a Roth IRA under the same Contract, the amount that is
treated as a taxable distribution is the entire value of the contract, in
addition to the account balance. The method(s) under which this value must be
determined has not been finalized by the IRS. However, interim guidance has been
issued which provides the Issuer may use a method similar to that used in
determining the required minimum distribution (but without certain exceptions
and assumptions being permitted). Additionally, issuers are required to increase
the value subject to tax in the year of the redesignation by any front loads or
non-recurring charges (this could include contractual withdrawal charges)
imposed in the 12 months prior to the conversion. If your Contract permits such
redesignation, consult your tax advisor prior to redesignating your Traditional
IRA to a Roth.

If you mistakenly convert or otherwise wish to change your Roth IRA contribution
to a Traditional IRA contribution, the tax law allows you to reverse your
conversion provided you do so before you file your tax return for the year of
the contribution and if certain conditions are met.

In general, a taxpayer may be permitted to revoke or recharacterize a previous
conversion from a Traditional IRA to a Roth IRA provided that certain conditions
are met. Consult your tax advisor and the instructions to IRS Form 8606 which
indicates how and when the recharacterization must be made to be valid and how
amounts should be reported. The income tax regulations also impose a waiting
period to make a reconversion after such a reversal or recharacterization.


                                       46



KEOGH

A Keogh plan is generally a qualified retirement plan (defined contribution or
defined benefit) that covers a self-employed person. Other employees may also be
covered. Special rules apply to contribution limits in the case of a self-
employed person. The tax rules work similarly to the withdrawal, distribution
and eligible distribution rules as under IRAs. However, there may be some
differences: consult your tax advisor.

SECTION 403(B) PLANS AND ARRANGEMENTS

GENERAL

TSAs fall under sec.403(b) of the Code, which provides certain tax benefits to
eligible employees of public school systems and organizations that are tax
exempt under sec.501(c)(3) of the Code.

In general contributions to sec.403(b) arrangements are subject limitations
under sec.415(c) of the Code (the lesser of 100% of includable compensation or
the applicable limit for the year).

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

The regulations are generally effective for taxable years beginning after
December 31, 2008. However, certain aspects including a prohibition on the use
of new life insurance contracts under 403(b) arrangements and rules affecting
payroll taxes on certain types of contributions are currently effective.

WITHDRAWALS AND INCOME PAYMENTS

If you are under 59 1/2, you cannot withdraw money from your TSA Contract unless
the withdrawal:

     -    Relates to Purchase Payments made prior to 1989 (and pre-1989 earnings
          on those Purchase Payments).

     -    Is directly transferred to another permissible investment under
          Section 403(b) arrangements;

     -    Relates to amounts that are not salary reduction elective deferrals;

     -    Occurs after you die, leave your job or become disabled (as defined by
          the Code); or

     -    Is for financial hardship (but only to the extent of Purchase
          Payments) if your plan allows it.

Purchase Payments for a tax-deferred annuity contract (including salary
reduction contributions) may be made by an employer for employees under annuity
plans adopted by public educational organizations and certain organizations
which are tax exempt under Section 501 (c) (3) of the Code. Within statutory
limits ($15,500 in 2008), such salary reduction contributions are not currently
includable in the gross income of the participants. Additional "catch-up
contributions" may be made by individuals age 50 or over. Increases in the value
of the Contract attributable to these Purchase Payments are similarly not
subject to current taxation. Instead, both the contributions to the tax-
sheltered annuity and the income in the Contract are taxable as ordinary income
when distributed.

An additional tax of 10% will apply to any taxable distribution received by the
participant before the age of 59 1/2, except when due to death, disability, or
as part of a series of payments for life or life expectancy, or made after the
age of 55 with separation from service. There are other statutory exceptions
that may apply in certain situations.

Amounts attributable to salary reductions made to a tax-sheltered annuity and
income thereon may not be withdrawn prior to attaining the age of 59 1/2,
severance from employment, death, total and permanent disability, or in the case
of hardship as defined by federal tax law and regulations. Hardship withdrawals
are available only to the extent of the salary reduction contributions and not
from the income attributable to such contributions. These restrictions do not
apply to assets held generally as of December 31, 1988.


                                       47



Distributions must begin by April 1st of the calendar year following the later
of the calendar year in which the participant attains the age of 70 1/2 or the
calendar year in which the Participant retires. Certain other mandatory
distribution rules apply at the death of the participant.

Certain distributions, including most partial or full redemptions or "term-for-
years" distributions of less than 10 years, are eligible for direct rollover to
another 403 (b) contract, certain qualified plans or to an Individual Retirement
Arrangement (IRA) without federal income tax or withholding.

To the extent an eligible rollover distribution is not directly rolled over to
another 403(b) contract, an IRA or eligible qualified contract, 20% of the
taxable amount must be withheld. In addition, current tax may be avoided on
eligible rollover distributions which were not directly transferred to a
qualified retirement program if the participant makes a rollover to a qualified
retirement plan or IRA within 60 days of the distribution.

Distributions in the form of annuity payments are taxable to the participant or
Beneficiary as ordinary income in the year of receipt, except that any
distribution that is considered the participant's "investment in the Contract"
is treated as a return of capital and is not taxable.

SECTION 403(B) LOANS

Some 403(b) Contract loans will be made only from a Fixed Account balance up to
certain limits. In that case, we credit your Fixed Account. If your TSA Contract
permits loans, such loans will be made only from any Fixed Account balance and
only up to certain limits. In that case, we credit the Fixed Account balance up
to the amount of the outstanding loan balance with a rate of interest that is
less than the interest rate we charge for the loan.

The Code and applicable income tax regulations limit the amount that may be
borrowed from your 403(b) annuity and all employer plans in the aggregate and
also require that loans be repaid, at a minimum, in scheduled level payments
over a certain term.

Your Contract will indicate whether contract loans are permitted. The terms of
the loan are governed by the Contract and loan agreement. Failure to satisfy
loan limits under the Code or to make any scheduled payments according to the
terms of your loan agreement and Federal tax law could have adverse tax
consequences. Consult a tax advisor and read your loan agreement and Contract
prior to taking any loan.

DESIGNATED ROTH ACCOUNTS FOR 403(B) & 401(K) PLANS

Effective January 1, 2006, employers that have established and maintain TSA or
401(k) plans (collectively the "Plan") may also establish a Qualified Roth
Contribution Program under Section 402A of the Code ("Designated Roth Accounts")
to accept after tax contributions as part of the TSA or 401(k) plan. In
accordance with our administrative procedures, we may permit these contributions
to be made as purchase payments to a Section 403(b) Contract or to a Contract
issued under a 401(k) program under the following conditions:

     1.   The employer maintaining the plan has demonstrated to our satisfaction
          that Designated Roth Accounts are permitted under the Plan.

     2.   In accordance with our administrative procedures, the amount of
          elective deferrals has been irrevocably designated as an after-tax
          contribution to the Designated Roth Account.

     3.   All state regulatory approvals have been obtained to permit the
          Contract to accept such after-tax elective deferral contributions
          (and, where permitted under the Qualified Roth Contribution Program
          and the Contract, rollovers and trustee-to-trustee transfers from
          other Designated Roth Accounts).

     4.   In accordance with our procedures and in a form satisfactory to us, we
          may accept rollovers from other funding vehicles under any Qualified
          Roth Contribution Program of the same type in which the employee
          participates as well as trustee-to-trustee transfers from other
          funding vehicles under the same Qualified Roth Contribution Program
          for which the participant is making elective deferral contributions to
          the Contract.

     5.   No other contribution types (including employer contributions,
          matching contributions, etc.) will be allowed as designated Roth
          contributions, unless they become permitted under the Code.


                                       48



     6.   If permitted under the Code, we may permit both pre-tax contributions
          under a plan as well as after-tax contributions under that Plan's
          Qualified Roth Contribution Program to be made under the same Contract
          as well as rollover contributions and contributions by trustee-to-
          trustee transfers. In such cases, we will account separately for the
          designated Roth contributions and the earnings thereon from the
          contributions and earnings made under the pre-tax TSA plan or pre-tax
          401(k) plan (whether made as elective deferrals, rollover
          contributions or trustee-to-trustee transfers). As between the pre-tax
          or traditional Plan and the Qualified Roth Contribution Program, we
          will allocate any living benefits or death benefits provided under the
          Contract on a reasonable basis, as permitted under the tax law.
          However, we reserve the right to require a separate TSA Contract to
          accept designated Roth TSA contributions and a separate Section 401(k)
          Contract to accept designated Roth 401(k) contributions.

     7.   We may refuse to accept contributions made as rollovers and trustee-
          to-trustee transfers, unless we are furnished with a breakdown as
          between participant contributions and earnings at the time of the
          contribution.

Many of the federal income tax rules pertaining to Designated Roth Accounts have
not yet been finalized. Both you and your employer should consult their own tax
and legal advisors prior to making or permitting contributions to be made to a
Qualified Roth Contribution Program.

The following general tax rules are based on our understanding of the Code and
any regulations issued through December 31, 2005, and are subject to change and
to different interpretation as well as additional guidance in respect to areas
not previously addressed:

     -    The employer must permit contributions under a pre-tax 403(b) or
          pretax 401 (k) plan in order to permit contributions to be irrevocably
          designated and made part of the Qualified Roth Contribution Program.

     -    Elective deferral contributions to the Designated Roth Account must be
          aggregated with all other elective deferral contributions made by a
          taxpayer for purposes of the individual Code Section 402(g) limits and
          the Code Section 414(v) limits (age 50+ catch-up) as well as
          contribution limits that apply under the Plan.

     -    In general, the same tax law rules with respect to restricted monies,
          triggering events and permitted distributions will apply to the
          Designated Roth Accounts under the Plan, if such amounts have been
          held under any Designated Roth Account for at least 5 years, as apply
          to the traditional pre-tax accounts under the Plan ( e.g., death or
          disability of participant, severance from employment, attainment of
          age 59 1/2, or hardship (withdrawals only with respect to
          contributions), if permitted under the Plan).

     -    If the amounts have been held under any Designated Roth Account of a
          participant for at least five years, and are made on account of death,
          disability, or after attainment of age 59 1/2, then any withdrawal,
          distribution or payment of these amounts is generally free of federal
          income tax ("Qualified Distribution").

     -    Unlike Roth IRAs, withdrawals, distributions and payments that do not
          meet the five year rule will generally be taxed on a pro-rated basis
          with respect to earnings and after-tax contributions. The 10% penalty
          tax will generally apply on the same basis as a traditional pre-tax
          account under the Plan. Additionally, rollover distributions may only
          be made tax-free into another Designated Roth Account or into a Roth
          IRA.

     -    Some states may not permit contributions to be made to a Qualified
          Roth Contribution Program or may require additional conforming
          legislation for these rules to become effective.

QUALIFIED PENSION AND PROFIT-SHARING PLANS

Like most other contributions made under a qualified pension or profit-sharing
trust described in Section 401(a) of the Code and exempt from tax under Section
501(a) of the Code, a Purchase Payment made by an employer (including salary
reduction contributions under Section 401(k) of the Code) is not currently
taxable to the participant and increases in the value of a contract are not
subject to taxation until received by a participant or Beneficiary. For 2008,
the applicable limits are $46,000 for total contributions and $15,500 salary
reduction contributions made pursuant to Code Section 401(k). Additional "catch-
up contributions" may be made by individuals age 50 or over ($5000 for 2008).


                                       49



Distributions in the form of annuity payments are taxable to the participant or
Beneficiary as ordinary income in the year of receipt, except that any
distribution that is considered the participant's "investment in the contract"
is treated as a return of capital and is not taxable. Certain eligible rollover
distributions including most partial and full surrenders or term-for-years
distributions of less than 10 years are eligible for direct rollover to an
eligible retirement plan or to an IRA without federal income tax withholding.

If a distribution that is eligible for rollover is not directly rolled over to
another qualified retirement plan or IRA, 20% of the taxable amount must be
withheld. In addition, current tax may be avoided on eligible rollover
distributions that were not directly transferred to a qualified retirement
program if the participant makes a rollover contribution to a qualified
retirement plan or IRA within 60 days of the distribution.

Distributions must begin by April 1st of the calendar year following the later
of the calendar year in which you attain age 70 1/2 or the calendar year in
which you retire, except that if you are a 5% owner as defined in Code Section
416(i)(1)(B), distributions must begin by April 1st of the calendar year
following the calendar year in which you attain age 70 1/2. Certain other
mandatory distribution rules apply on the death of the participant.

An additional tax of 10% will apply to any taxable distribution received by the
participant before the age of 59 1/2, except by reason of death, disability or
as part of a series of payments for life or life expectancy, or at early
retirement at or after the age of 55. There are other statutory exceptions which
may apply in certain situations. Amounts attributable to salary reduction
contributions under Code Section 401(k) and income thereon may not be withdrawn
prior to severance from employment, death, total and permanent disability,
attainment of age 59 1/2, or in the case of hardship.

SECTION 457 PLANS

Section 457 of the Code allows employees and independent contractors of state
and local governments and tax-exempt organizations to defer a portion of their
salaries or compensation to retirement years without paying current income tax
on either the deferrals or the earnings on the deferrals. Such deferrals are
subject to limits similar to those applicable to 403(b) and 401(k) plans.

Such plans are not available for churches and qualified church controlled
organizations.

The Contract Owner of contracts issued under Section 457 plans by non-
governmental employers is the employer of the Participant and amounts may not be
made available to Participants (or beneficiaries) until separation from service,
retirement or death or an unforeseeable emergency as determined by Treasury
Regulations. The proceeds of annuity contracts purchased by Section 457 plans
are subject to the claims of general creditors of the employer or contractor. A
different rule applies with respect to Section 457 plans that are established by
governmental employers. The contract must be for the exclusive benefit of the
Plan Participants (and their beneficiaries), and the governmental employer (and
their creditors) must have no claim on the contract.

Distributions must begin by April 1st of the calendar year following the later
of the calendar year in which the Participant attains the age of 70 1/2 or the
calendar year in which the participant retires. Certain other mandatory
distribution rules apply upon the death of the participant.

All distributions from plans that meet the requirements of Section 457 of the
Code are taxable as ordinary income in the year paid or made available to the
participant or Beneficiary.

Generally, monies in your Contract can not be "made available" to you until you,
reach age 70 1/2, leave your job or your employer changes or have an unforeseen
emergency (as defined by the Code).

The tax rules for taxation of distributions and withdrawals work similarly as to
those for IRAs. However the 10% penalty tax only applies to distributions and
withdrawals that are attributable to rollovers from IRAs and other eligible
retirement plans, and do not apply at all to 457(b) plans of tax exempt
employers other than state or local governmental units. Distributions and
withdrawals under a 457(b) plan of a tax exempt employer that is not a
governmental unit are generally taxed under the rules applicable to wages.
Consult your tax advisor.

LOANS: In the case of a 457(b) plan maintained by a state or local government,
the plan may permit loans. The Code and applicable income tax regulations limit
the amount that may be borrowed from your 457(b) plan and all employer plans in
the aggregate and also require that loans be repaid, at a minimum, in scheduled
level payments over a certain term.


                                       50



Your 457(b) plan will indicate whether plan loans are permitted. The terms of
the loan are governed by your loan agreement with the plan. Failure to satisfy
loan limits under the Code or to make any scheduled payments according to the
terms of your loan agreement and Federal tax law could have adverse tax
consequences. Consult a tax advisor and read your loan agreement and Contract
prior to taking any loan.

403(A)

GENERAL

The employer adopts a 403(a) plan as a qualified retirement plan to provide
benefits to participating employees. The plan generally works in a similar
manner to a corporate qualified retirement plan except that the 403(a) plan does
not have a trust or a trustee.

See the "General" headings under Income Taxes for a brief description of the tax
rules that apply to 403(a) annuities.

THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974

Under ERISA, certain special provisions may apply to the Contract if the
Contract Owner of a Section 403(b) plan Contract or the owner of a contract
issued to certain qualified plans requests that the Contract be issued to
conform to ERISA or if the Company has notice that the Contract was issued
pursuant to a plan subject to ERISA.

ERISA requires that certain Annuity Options, withdrawals or other payments and
any application for a loan secured by the Contract may not be made until the
Participant has filed a Qualified Election with the plan administrator. Under
certain plans, ERISA also requires that a designation of a Beneficiary other
than the participant's spouse be deemed invalid unless the participant has filed
a Qualified Election.

A Qualified Election must include either the written consent of the
Participant's spouse, notarized or witnessed by an authorized plan
representative, or the participant's certification that there is no spouse or
that the spouse cannot be located.

The Company intends to administer all contracts to which ERISA applies in a
manner consistent with the direction of the plan administrator regarding the
provisions of the plan, in accordance with applicable law. Because these
requirements differ according to the plan, a person contemplating the purchase
of an annuity contract should consider the provisions of the plan.

FEDERAL INCOME TAX WITHHOLDING & ELIGIBLE ROLLOVER DISTRIBUTIONS

The portion of a distribution that is taxable income to the recipient will be
subject to federal income tax withholding, generally pursuant to Section 3405 of
the Code. The application of this provision is summarized below.

We are required to withhold 20% of the portion of your withdrawal that
constitutes an "eligible rollover distribution" for Federal income taxes. We are
not required to withhold this money if you direct us or the trustee or the
custodian of the plan to directly rollover your eligible rollover distribution
to a traditional IRA or another eligible retirement plan.

Generally, an "eligible rollover distribution" is any taxable amount you (or a
spousal designated beneficiary or "alternate payee" under the Code) receives
from your Contract. In certain cases, after-tax amounts may also be considered
eligible rollover distributions.

However, it does not include taxable distributions that are:

(1)  Part of a series of substantially equal payments being made at least
     annually for:

     -    your life or life expectancy

     -    both you and your beneficiary's lives or life expectancies or

     -    a specified period of 10 years or more

(2)  Generally, income payments made under a permissible income annuity on or
     after the required beginning date are not eligible rollover distributions


                                       51



(3)  Withdrawals to satisfy minimum distribution requirements

(4)  Certain withdrawals on account of financial hardship

Other exceptions to the definition of eligible rollover distribution may exist.

Effective March 28, 2005, certain mandatory distributions made to participants
in an amount in excess of $1,000 must be automatically rolled over to an IRA
designated by the plan administrator, unless the participant elects to receive
it in cash or roll it over to a different IRA or eligible retirement plan of his
or her own choosing. Generally, transitional rules apply as to when plans have
to be amended. Special effective date rules apply for governmental plans and
church plans.

A distribution including a rollover that is not a direct rollover will require
the 20% withholding, and the 10% additional tax penalty on premature withdrawals
may apply to any amount not added back in the rollover. The 20% withholding may
be recovered when the participant or Beneficiary files a personal income tax
return for the year if a rollover was completed within 60 days of receipt of the
funds, except to the extent that the participant or spousal Beneficiary is
otherwise underwithheld or short on estimated taxes for that year.

OTHER NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS)

To the extent not subject to the mandatory 20% withholding as described in
above, the portion of a non-periodic distribution which constitutes taxable
income will be subject to federal income tax withholding, to the extent such
aggregate distributions exceed $200 for the year, unless the recipient elects
not to have taxes withheld. If an election to opt out of withholding is not
provided, 10% of the taxable portion of the distribution will be withheld as
federal income tax; provided that the recipient may elect any other percentage.
Election forms will be provided at the time distributions are requested. This
form of withholding applies to all annuity programs.

PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN ONE
YEAR)

The portion of a periodic distribution that constitutes taxable income will be
subject to federal income tax withholding under the wage withholding tables as
if the recipient were married claiming three exemptions. A recipient may elect
not to have income taxes withheld or have income taxes withheld at a different
rate by providing a completed election form. Election forms will be provided at
the time distributions are requested. This form of withholding applies to all
annuity programs.

Recipients who elect not to have withholding made are liable for payment of
federal income tax on the taxable portion of the distribution. All recipients
may also be subject to penalties under the estimated tax payment rules if
withholding and estimated tax payments are not sufficient.

Recipients who do not provide a social security number or other taxpayer
identification number will not be permitted to elect out of withholding.
Additionally, United States citizens residing outside of the country, or United
States legal residents temporarily residing outside the country, are subject to
different withholding rules and cannot elect out of withholding.

TAXATION OF DEATH BENEFIT PROCEEDS

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

Under the Code, withdrawals need not be made by a particular age. However, it is
possible that the Internal Revenue Service may determine that the Contract must
be surrendered or annuity payments must commence by a certain age (e.g., 85 or
older) or your Contract may require that you commence payments by a certain age.


                                       52



OTHER TAX CONSIDERATIONS

TREATMENT OF CHARGES FOR OPTIONAL BENEFITS (IF AVAILABLE UNDER YOUR CONTRACT)

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

Certain living benefits may not be made available under contracts issued to a
designated beneficiary after the Owner's death (e.g. a "Stretch IRA" or a
Stretch non-qualified contract) or, where otherwise made available, may have
limited value due to minimum distributions required to be made under the tax law
after the owner's death. Consult your tax advisor.

Where made available under the Contract, certain optional benefits may be
inappropriate under IRA and other tax-qualified contracts due to required
minimum distribution requirements. Consult your tax advisor.

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

GUARANTEED MINIMUM WITHDRAWAL BENEFIT (IF AVAILABLE UNDER YOUR CONTRACT)

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

The tax treatment of withdrawals under such a benefit is uncertain. It is
conceivable that the amount of potential gain could be determined based on the
remaining amounts guaranteed to be available for withdrawal at the time of the
withdrawal if greater than the Contract Value (prior to surrender charges). This
could result in a greater amount of taxable income in certain cases. In general,
at the present time, we intend to tax report such withdrawals using the Contract
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 GMWB
exceeds the Contract 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.

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

HURRICANE RELIEF

DISTRIBUTIONS: Your plan may provide for "qualified hurricane distributions"
pursuant to the Katrina Emergency Tax Relief Act of 2005 and the Gulf
Opportunity Zone Act of 2005. Subject to an aggregate limit of $100,000 among
all eligible retirement plans, a participant's qualified hurricane distributions
are not subject to the 10% early withdrawal penalty that might otherwise apply
to a qualified annuity under Section 72(t).

To the extent a participant "repays" a qualified hurricane distribution by
contributing within three years of the distribution date to an eligible
retirement plan that accepts rollover contributions, it will generally be
treated as a timely direct trustee-to-trustee transfer and will not be subject
to income tax. To the extent a participant does not repay a qualified hurricane
distribution within three years, he or she will include the distribution in
gross income ratably over the three-tax year period, beginning with the tax year
in which the distribution is received, unless the participant elects to opt out
of three-year averaging by including the qualified hurricane distribution in
gross income

                                       53



for the year it is received. Consult your independent tax advisor to determine
if hurricane relief is available to Your particular situation.

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

PUERTO RICO TAX CONSIDERATIONS

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

NON-RESIDENT ALIENS

Distributions to non-resident aliens ("NRAs") are subject to special and complex
tax and withholding rules under the Code with respect to United States source
income, some of which are based upon the particular facts and circumstances of
the Contract Owner, the beneficiary and the transaction itself. As stated above,
the IRS has taken the position that income from the Contract received by NRAs is
considered United States source income. In addition, Annuity Payments to NRAs in
many countries are exempt from United States tax (or subject to lower rates)
based upon a tax treaty, provided that the Contract Owner complies with the
applicable requirements. NRAs should seek guidance from a tax adviser regarding
their personal situation.

CHANGES TO TAX RULES AND INTERPRETATIONS

Changes in applicable tax rules and interpretations can adversely affect the tax
treatment of your Contract. These changes may take effect retroactively.
Examples of changes that could create adverse tax consequences include:

     -    Possible taxation of transfers/reallocations between investment
          divisions or transfers/reallocations from a Subaccount to the Fixed
          Account.

     -    Possible taxation as if you were the Contract Owner of your portion of
          the Separate Account's assets.

     -    Possible limits on the number of funding options available or the
          frequency of transfers among them.

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 Subaccounts from adverse tax consequences.


                                       54



                      INFORMATION INCORPORATED BY REFERENCE

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

Under the Securities Act of 1933, the Company has filed with the Securities and
Exchange Commission ("SEC") a registration statement (the "Registration
Statement") relating to the Contracts offered by this prospectus. This
prospectus has been filed as a part of the Registration Statement and does not
contain all of the information set forth in the Registration Statement and the
exhibits, and reference is hereby made to such Registration Statement and
exhibits for further information relating to the Company and the Contracts.

The Company's latest annual report on Form 10-K was filed with the SEC on March
27, 2008 via EDGAR File No. 033-0394. The Form 10-K for the period ended
December 31, 2007 contains additional information about the Company, including
consolidated audited financial statements for the Company's latest fiscal year.
The Company also filed its Form 8-K on April 3, 2008 via EDGAR File No. 033-
0394. The Form 10-K, as updated by the Form 8-K, is incorporated by reference
into this prospectus. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act (such as quarterly and periodic reports) or
proxy or information statements filed pursuant to Section 14 of the Exchange Act
since the end of the fiscal year ending December 31, 2007 are also incorporated
by reference into this prospectus. We are not incorporating by reference, in any
case, any documents or information deemed to have been furnished and not filed
in accordance with SEC rules.

There have been no material changes in the Company's affairs which have occurred
since the end of the latest fiscal year for which audited consolidated financial
statements were included in the latest Form 10-K or which have not been
described in a Form 10-Q or Form 8-K filed by the Company under the Exchange
Act.

If requested, the Company will furnish, without charge, a copy of any and all of
the reports or documents that have been incorporated by reference into this
prospectus. You may direct your requests to the Company at, One Cityplace,
Hartford, CT 06103-3415. The telephone number is 1-800-842-9406. You may also
access the incorporated reports and other documents at www.metlife.com

You may also read and copy any materials that the Company files with the SEC at
the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-202-551-8090. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at (http://www.sec.gov).

                                OTHER INFORMATION

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

THE INSURANCE COMPANY

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

Before December 7, 2007 a contract with terms identical to this Contract was
issued by MetLife Life and Annuity Company of Connecticut ("MLAC"), a stock life
insurance company chartered in 1973 in Connecticut. The Contract was funded
through MetLife of CT Separate Account Six for Variable Annuities, a separate
account registered with the SEC as a unit investment trust under the Investment
Company Act of 1940, as amended.

On December 7, 2007, MLAC, a wholly -owned subsidiary of the Company and an
indirect, wholly-owned subsidiary of MetLife, Inc., merged with and into the
Company. Upon consummation of the merger, MLAC's corporate existence ceased by
operation of law and the Company assumed legal ownership of all of the assets of
MLAC, including MetLife of CT Separate Account Six for Variable Annuities and
its assets. Pursuant to the merger, therefore, MetLife of CT Separate Account
Six for Variable Annuities became a separate account of the Company. As a result
of the merger, the Company also has become responsible for all of MLAC's
liabilities and obligations,

                                       55



including those created under the MLAC contract (as initially issued by MLAC
(formerly known as The Travelers Life and Annuity Company) and outstanding on
the date of the merger) and in connection with the market value adjustment
feature of the MLAC contract. The MLAC contract has thereby become a variable
contract funded by a separate account of the Company and each MLAC contract
owner has thereby become a Contract Owner of the Company.

FINANCIAL STATEMENTS

The financial statements for the insurance company and for the Separate Accounts
are located in the Statement of Additional Information.

DISTRIBUTION OF THE CONTRACTS

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

MLIDC's principal executive offices are located at 5 Park Plaza, Suite 1900,
Irvine, California, 92614. MLIDC is registered as a broker-dealer with the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act of
1934, as well as the securities commissions in the states in which it operates,
and is a member of the Financial Industry Regulatory Authority ("FINRA"). An
investor brochure that includes information describing FINRA's Public Disclosure
Program is available by calling FINRA's Public Disclosure Program hotline at 1-
800-289-9999,or by visiting FINRA's website www.finra.org.

MLIDC and the Company enter into selling agreements with affiliated and
unaffiliated broker-dealers who are registered with the SEC and are members of
the FINRA, and with entities that may offer the Contracts but are exempt from
registration. Applications for the Contract are solicited by registered
representatives who are associated persons of such affiliated or unaffiliated
broker-dealer firms. Such representatives act as appointed agents of the Company
under applicable state insurance law and must be licensed to sell variable
insurance products. The Company intends to offer the Contract in all
jurisdictions where it is licensed to do business and where the Contract is
approved. The Company no longer offers the Contracts to new purchasers, but it
continues to accept purchase payments from existing Contract Owners.

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

We generally pay compensation as a percentage of purchase payments invested in
the Contract. Alternatively, we may pay lower compensation on purchase payments
but pay periodic asset-based compensation based on all or a portion of the
Contract Value. The amount and timing of compensation may vary depending on the
selling agreement but is not expected to exceed 7.5% of Purchase Payments (if
up-front compensation is paid to registered representatives) and up to 1.50%
annually of average Contract Value (if asset-based compensation is paid to
registered representatives).

The Company and MLIDC have also entered into preferred distribution arrangements
with certain broker-dealer firms. These arrangements are sometimes called "shelf
space" arrangements. Under these arrangements, the Company and MLIDC pay
separate, additional compensation to the broker-dealer firm for services the
broker-dealer provides in connection with the distribution of the Company's
products. These services may include providing the Company with access to the
distribution network of the broker-dealer, the hiring and training of the
broker-dealer's sales personnel,

                                       56



the sponsoring of conferences and seminars by the broker-dealer, or general
marketing services performed by the broker-dealer. The broker-dealer may also
provide other services or incur other costs in connection with distributing the
Company's products.

These preferred distribution arrangements will not be offered to all broker-
dealer firms and the terms of such arrangements may differ between broker-dealer
firms. Compensation payable under such arrangements may be based on aggregate,
net or anticipated sales of the Contracts, total assets attributable to sales of
the Contract by registered representatives of the broker-dealer firm or based on
the length of time that a Contract Owner has owned the Contract. Any such
compensation payable to a broker-dealer firm will be made by MLIDC or the
Company out of their own assets and will not result in any additional direct
charge to you. Such compensation may cause the broker-dealer firm and its
registered representatives to favor the Company's products. The Company and
MLIDC have entered into preferred distribution arrangements with their affiliate
Tower Square Securities, Inc. and with the unaffiliated broker-dealer firms
identified in the Statement of Additional Information. The Company and MLIDC may
enter into similar arrangements with their other affiliates, MetLife Securities,
Inc., Walnut Street Securities, Inc. and New England Securities Corporation.
(See the Statement of Additional Information -- "Distribution and Principal
Underwriting Agreement" for a list of the broker-dealer firms that received
compensation during 2007, as well as the range of additional compensation paid.)


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


SALE OF THE CONTRACTS BY AFFILIATES OF THE COMPANY. The Company and MLIDC may
offer the Contracts through retail broker-dealer firms that are affiliates of
the Company, including Tower Square Securities, Inc., MetLife Securities, Inc.,
Walnut Street Securities, Inc. and New England Securities Corporation. The
compensation paid to affiliated broker-dealer firms for sales of the Contract is
generally not expected to exceed, on a present value basis, the percentages
described above. These broker-dealer firms pay their registered representatives
all or a portion of the commissions received for their sales of Contracts; some
firms may retain a portion of commissions. The amount the broker-dealer firms
pass on to their registered representatives is determined in accordance with
their internal compensation programs. These programs may also include other
types of cash compensation, such as bonuses, equity awards (such as stock
options), training allowances, supplementary salary, financial arrangements,
marketing support, medical and other insurance benefits, retirement benefits,
non-qualified deferred compensation plans, and other benefits. For registered
representatives of certain affiliates, the amount of this additional cash
compensation is based primarily on the amount of proprietary products sold and
serviced by the representative. Proprietary products are those issued by the
Company or its affiliates. The managers who supervise these registered
representatives may also be entitled to additional cash compensation based on
the sale of proprietary products by their representatives. Because the
additional cash compensation paid to these registered representatives and their
managers is primarily based on sales of proprietary products, these registered
representatives and their managers have an incentive to favor the sale of
proprietary products over other products issued by non-affiliates.

Metropolitan Life Insurance Company ("MetLife"), an affiliate of the Company,
registered representatives, who are associated with MetLife Securities, Inc.,
receive cash payments for the products they sell and service based upon a 'gross
dealer concession' model. The cash payment is equal to a percentage of the gross
dealer concession. For MetLife registered representatives other than those in
our MetLife Resources (MLR) Division, the percentage is determined by a formula
that takes into consideration the amount of premiums and purchase payments
applied to proprietary products that the registered representative sells and
services. The percentage could be as high as 100%. (MLR registered
representatives receive compensation based upon premiums and purchase payments
applied to all products sold and serviced by the representative.) In addition,
all MetLife registered representatives are entitled to the additional
compensation described above based on sales of proprietary products. Because
sales of proprietary products are a factor determining the percentage of gross
dealer concessions and/or the amount of additional compensation to which MetLife
registered representatives are entitled, they have an incentive to favor the
sale of proprietary products. In addition, because their sales managers'
compensation is based on the sales made by the representatives they supervise,
these sales managers also have an incentive to favor the sale of proprietary
products.


                                       57



The Company's affiliates also offer their registered representatives and their
managers non-cash compensation incentives, such as conferences, trips, prizes
and awards. Other non-cash compensation payments may be made for other services
that are not directly related to the sales of products. These payments may
include support services in the form of recruitment and training of personnel,
production of promotional materials and similar services.

We pay American Funds Distributors, Inc., principal underwriter for the American
Funds Insurance Series(R), a percentage of all Purchase Payments allocated to
the American Funds Global Growth Fund, the American Funds Growth Fund, and the
American Funds Growth-Income Fund for services it provides in marketing the
Underlying Funds' shares in connection with the Contract.

From time to time, MetLife Associates LLC or Metropolitan Life Insurance Company
pays organizations, associations and nonprofit organizations compensation to
endorse or sponsor the Company's variable annuity contracts or for access to the
organization's members. This compensation may include: the payment of fees,
funding their programs, scholarships, events or awards, such as a principal of
the year award; leasing their office space or paying fees for display space at
their events; purchasing advertisements in their publications; or reimbursing or
defraying their expenses. We also retain finders and consultants to introduce
MetLife Associates LLC or Metropolitan Life Insurance Company to potential
clients and for establishing and maintaining relationships between MetLife
Associates LLC or Metropolitan Life Insurance Company and various organizations.
We or our affiliates may pay duly licensed individuals associated with these
organizations cash compensation for sales of the Contracts.

CONFORMITY WITH STATE AND FEDERAL LAWS

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

VOTING RIGHTS

The Company is the legal owner of the shares of the Underlying Funds. However,
we believe that when an Underlying Fund solicits proxies in conjunction with a
vote of shareholders we are required to obtain from you and from other owners'
instructions on how to vote those shares. We will vote all shares, including
those we may own on our own behalf, and those where we have not received
instructions from Contract Owners, in the same proportion as shares for which we
received voting instructions. 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
on the shares in our own right. In certain limited circumstances, and when
permitted by law, we may disregard voting instructions. If we do disregard
voting instructions, a summary of that action and the reasons for such action
would be included in the next annual report to Contract Owners.

In accordance with our view of present applicable law, we will vote shares of
the Underlying Funds at regular and special meetings of the shareholders of the
funds in accordance with instructions received from persons having a voting
interest in the corresponding subaccounts. We will vote shares for which we have
not received instructions in the same proportion as we vote shares for which we
have received instructions. However, if the 1940 Act or any regulation
thereunder should be amended, or if the present interpretation thereof should
change, and as a result we determine that we are permitted to vote shares of the
Underlying Funds in our own right, we may elect to do so.

The number of shares which a person has a right to vote will be determined as of
the date concurrent with the date established by the respective mutual fund for
determining shareholders eligible to vote at the meeting of the fund, and voting
instructions will be solicited by written communication before the meeting in
accordance with the procedures established by the mutual fund.

Each person having a voting interest will receive periodic reports relating to
the fund(s) in which he or she has an interest, proxy material and a form with
which to give such instructions with respect to the proportion of the fund
shares held in the subaccounts corresponding to his or her interest.


                                       58



CONTRACT MODIFICATION

We reserve the right to modify the Contract to keep it qualified under all
related law and regulations that are in effect during the term of this Contract.
We will obtain the approval of any regulatory authority needed for the
modifications.

POSTPONEMENT OF PAYMENT (THE "EMERGENCY PROCEDURE")

Payment of any benefit or determination of values may be postponed whenever: (1)
the New York Stock Exchange is closed; (2) when trading on the New York Stock
Exchange is restricted; (3) when an emergency exists as determined by the
Commission so that disposal of the securities held in the Funding Options is not
reasonably practicable or it is not reasonably practicable to determine the
value of the Funding Option's net assets; or (4) during any other period when
the SEC, by order, so permits for the protection of Contract Owners. This
Emergency Procedure will supercede any provision of the Contract that specifies
a Valuation Date. At any time, payments from the Fixed Account may also be
delayed.

RESTRICTIONS ON FINANCIAL TRANSACTIONS

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

LEGAL PROCEEDINGS

In the ordinary course of business, the Company, similar to other life insurance
companies, is involved in lawsuits (including class action lawsuits),
arbitrations and other legal proceedings. Also, from time to time, state and
federal regulators or other officials conduct formal and informal examinations
or undertake other actions dealing with various aspects of the financial
services and insurance industries. In some legal proceedings involving insurers,
substantial damages have been sought and/or material settlement payments have
been made.

It is not possible to predict with certainty the ultimate outcome of any pending
legal proceeding or regulatory action. However, the Company does not believe any
such action or proceeding will have a material adverse effect upon the Separate
Account or upon the ability of MLIDC to perform its contract with the Separate
Account or of the Company to meet its obligations under the Contracts.


                                       59



                      THIS PAGE INTENTIONALLY LEFT  BLANK.



nk_ref'[QC]>APPENDIX A

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

                         CONDENSED FINANCIAL INFORMATION

         FOR METLIFE OF CT SEPARATE ACCOUNT FIVE FOR VARIABLE ANNUITIES
                      ACCUMULATION UNIT VALUES (IN DOLLARS)


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

                  MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR


<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               
AIM Variable Insurance Funds
  AIM V.I. Core Equity Subaccount (Series I) (1/70)..  2007      1.086          1.166                --
                                                       2006      1.000          1.086                --

  AIM V.I. Premier Equity Subaccount (Series I)
  (5/01).............................................  2006      0.839          0.883                --
                                                       2005      0.800          0.839                --
                                                       2004      0.763          0.800                --
                                                       2003      0.615          0.763                --
                                                       2002      0.888          0.615                --
                                                       2001      1.000          0.888                --

American Funds Insurance Series((R))
  American Funds Global Growth Subaccount (Class 2)
  (5/04).............................................  2007      1.499          1.708            13,097
                                                       2006      1.255          1.499             3,790
                                                       2005      1.109          1.255             4,216
                                                       2004      1.000          1.109                --

  American Funds Growth Subaccount (Class 2) (5/04)..  2007      1.375          1.532           144,821
                                                       2006      1.258          1.375           102,812
                                                       2005      1.091          1.258           115,038
                                                       2004      1.000          1.091            14,605

  American Funds Growth-Income Subaccount (Class 2)
  (5/04).............................................  2007      1.299          1.353           110,372
                                                       2006      1.136          1.299           111,459
                                                       2005      1.082          1.136            77,329
                                                       2004      1.000          1.082            18,354
</Table>

                                       A-1



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

Capital Appreciation Fund
  Capital Appreciation Fund (5/00)...................  2006      0.700          0.694                --
                                                       2005      0.597          0.700           571,867
                                                       2004      0.503          0.597           286,860
                                                       2003      0.406          0.503           148,185
                                                       2002      0.547          0.406           213,843
                                                       2001      0.745          0.547             6,402
                                                       2000      1.000          0.745                --

Credit Suisse Trust
  Credit Suisse Trust Emerging Markets Subaccount
  (10/99)............................................  2007      2.357          2.475                --
                                                       2006      1.793          2.357            16,897
                                                       2005      1.412          1.793            16,897
                                                       2004      1.140          1.412            11,251
                                                       2003      0.804          1.140            11,251
                                                       2002      0.916          0.804            11,251
                                                       2001      1.022          0.916                --
                                                       2000      1.506          1.022                --
                                                       1999      1.000          1.506                --

Delaware VIP Trust
  Delaware VIP REIT Subaccount (Standard Class)
  (9/00).............................................  2006      2.517          3.312                --
                                                       2005      2.368          2.517            74,750
                                                       2004      1.816          2.368            85,371
                                                       2003      1.366          1.816            31,398
                                                       2002      1.318          1.366            19,794
                                                       2001      1.221          1.318                --
                                                       2000      1.000          1.221                --

  Delaware VIP Small Cap Value Subaccount (Standard
  Class) (10/99).....................................  2007      2.565          2.376           116,515
                                                       2006      2.225          2.565            92,019
                                                       2005      2.050          2.225            83,441
                                                       2004      1.701          2.050            22,455
                                                       2003      1.208          1.701            22,455
                                                       2002      1.289          1.208            10,600
                                                       2001      1.162          1.289                --
                                                       2000      0.991          1.162                --
                                                       1999      1.000          0.991                --
</Table>

                                       A-2



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

Dreyfus Variable Investment Fund
  Dreyfus VIF Appreciation Subaccount (Initial
  Shares) (7/99).....................................  2007      1.187          1.261           139,246
                                                       2006      1.027          1.187           139,246
                                                       2005      0.992          1.027           181,885
                                                       2004      0.952          0.992           123,030
                                                       2003      0.792          0.952            42,639
                                                       2002      0.958          0.792            54,702
                                                       2001      1.065          0.958            27,197
                                                       2000      1.081          1.065            24,552
                                                       1999      1.000          1.081            24,552

  Dreyfus VIF Developing Leaders Subaccount (Initial
  Shares) (10/99)....................................  2007      1.624          1.433            63,601
                                                       2006      1.577          1.624           180,088
                                                       2005      1.503          1.577           167,125
                                                       2004      1.360          1.503           102,644
                                                       2003      1.041          1.360            57,302
                                                       2002      1.298          1.041            58,130
                                                       2001      1.394          1.298            13,264
                                                       2000      1.240          1.394             3,246
                                                       1999      1.000          1.240                --

Fidelity(R) Variable Insurance Products
  VIP Asset Manager Subaccount (Service Class 2)
  (5/00).............................................  2006      1.019          1.057                --
                                                       2005      0.990          1.019                --
                                                       2004      0.949          0.990            23,009
                                                       2003      0.813          0.949            23,009
                                                       2002      0.900          0.813            51,769
                                                       2001      0.949          0.900                --
                                                       2000      1.000          0.949                --

  VIP Contrafund(R) Subaccount (Service Class 2)
  (5/01).............................................  2007      1.583          1.842           229,876
                                                       2006      1.432          1.583           161,039
                                                       2005      1.238          1.432           138,871
                                                       2004      1.083          1.238           124,888
                                                       2003      0.852          1.083            75,992
                                                       2002      0.950          0.852            14,509
                                                       2001      1.000          0.950                --
</Table>

                                       A-3



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  VIP Dynamic Capital Appreciation Subaccount
  (Service Class 2) (5/01)...........................  2007      1.306          1.383                --
                                                       2006      1.157          1.306                --
                                                       2005      0.966          1.157             9,176
                                                       2004      0.962          0.966            12,814
                                                       2003      0.776          0.962            12,814
                                                       2002      0.846          0.776            12,814
                                                       2001      1.000          0.846             2,853

  VIP Mid Cap Subaccount (Service Class 2) (5/01)....  2007      2.040          2.334           264,147
                                                       2006      1.830          2.040           256,022
                                                       2005      1.563          1.830           246,839
                                                       2004      1.264          1.563            92,254
                                                       2003      0.921          1.264            47,487
                                                       2002      1.032          0.921             9,533
                                                       2001      1.000          1.032                --

Franklin Templeton Variable Insurance Products Trust
  FTVIPT Mutual Shares Securities Subaccount (Class
  2) (5/03)..........................................  2006      1.475          1.732                --
                                                       2005      1.345          1.475                --
                                                       2004      1.204          1.345             6,200
                                                       2003      1.000          1.204             6,200

  FTVIPT Templeton Developing Markets Securities
  Subaccount (Class 2) (5/04)........................  2007      1.982          2.532           111,837
                                                       2006      1.560          1.982            79,346
                                                       2005      1.234          1.560            66,766
                                                       2004      1.000          1.234                --

  FTVIPT Templeton Foreign Securities Subaccount
  (Class 2) (5/04)...................................  2007      1.523          1.744           127,058
                                                       2006      1.264          1.523           114,148
                                                       2005      1.156          1.264           100,149
                                                       2004      1.000          1.156            19,656

  FTVIPT Templeton Growth Securities Subaccount
  (Class 2) (5/04)...................................  2006      1.216          1.470                --
                                                       2005      1.126          1.216           247,616
                                                       2004      1.000          1.126            38,090
</Table>

                                       A-4



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

High Yield Bond Trust
  High Yield Bond Trust (9/99).......................  2006      1.538          1.576                --
                                                       2005      1.530          1.538           117,330
                                                       2004      1.418          1.530           100,536
                                                       2003      1.107          1.418            27,244
                                                       2002      1.067          1.107                --
                                                       2001      0.982          1.067                --
                                                       2000      0.980          0.982                --
                                                       1999      1.000          0.980                --

Janus Aspen Series
  Janus Aspen Balanced Subaccount (Service Shares)
  (5/01).............................................  2006      1.154          1.195                --
                                                       2005      1.080          1.154            25,695
                                                       2004      1.005          1.080            25,695
                                                       2003      0.891          1.005            25,695
                                                       2002      0.962          0.891                --
                                                       2001      1.000          0.962                --

  Janus Aspen Mid Cap Growth Subaccount (Service
  Shares) (5/01).....................................  2007      1.099          1.327            85,976
                                                       2006      0.978          1.099            85,976
                                                       2005      0.880          0.978            85,976
                                                       2004      0.736          0.880            64,111
                                                       2003      0.551          0.736             5,302
                                                       2002      0.772          0.551            33,784
                                                       2001      1.000          0.772                --

  Janus Aspen Worldwide Growth Subaccount (Service
  Shares) (5/00).....................................  2007      0.707          0.767             4,277
                                                       2006      0.604          0.707                --
                                                       2005      0.577          0.604             5,661
                                                       2004      0.556          0.577             5,661
                                                       2003      0.453          0.556             5,661
                                                       2002      0.615          0.453             5,661
                                                       2001      0.801          0.615             5,661
                                                       2000      1.000          0.801                --

Lazard Retirement Series, Inc.
  Lazard Retirement Small Cap Subaccount (5/04)......  2006      1.162          1.314                --
                                                       2005      1.127          1.162             7,320
                                                       2004      1.000          1.127                --
</Table>

                                       A-5



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

Legg Mason Partners Investment Series
  LMPIS Premier Selections All Cap Growth Subaccount
  (5/01).............................................  2007      0.996          1.063                --
                                                       2006      0.935          0.996                --
                                                       2005      0.887          0.935                --
                                                       2004      0.869          0.887                --
                                                       2003      0.652          0.869                --
                                                       2002      0.898          0.652                --
                                                       2001      1.000          0.898                --

Legg Mason Partners Variable Equity Trust
  LMPVET Aggressive Growth Subaccount (Class I)
  (5/01).............................................  2007      1.103          1.111           140,815
                                                       2006      1.022          1.103           308,734
                                                       2005      0.923          1.022           319,390
                                                       2004      0.846          0.923           328,219
                                                       2003      0.634          0.846           251,625
                                                       2002      0.949          0.634            15,408
                                                       2001      1.000          0.949             2,646

  LMPVET Appreciation Subaccount (Class I) (5/01)....  2007      1.213          1.305             8,196
                                                       2006      1.065          1.213            33,806
                                                       2005      1.029          1.065            53,220
                                                       2004      0.954          1.029            53,728
                                                       2003      0.772          0.954            45,111
                                                       2002      0.943          0.772            20,346
                                                       2001      1.000          0.943             3,353

  LMPVET Capital and Income Subaccount (Class I)
  (4/07).............................................  2007      1.422          1.436                --

  LMPVET Dividend Strategy Subaccount (5/01).........  2007      0.959          1.012             6,455
                                                       2006      0.819          0.959             6,455
                                                       2005      0.828          0.819             6,455
                                                       2004      0.807          0.828             6,455
                                                       2003      0.659          0.807             6,455
                                                       2002      0.897          0.659                --
                                                       2001      1.000          0.897                --

  LMPVET Equity Index Subaccount (Class II) (7/99)...  2007      1.117          1.162           326,459
                                                       2006      0.978          1.117           447,334
                                                       2005      0.945          0.978           432,014
                                                       2004      0.864          0.945           140,723
                                                       2003      0.682          0.864           126,629
                                                       2002      0.886          0.682            47,426
                                                       2001      1.019          0.886            23,609
                                                       2000      1.133          1.019            14,389
                                                       1999      1.000          1.133            13,350
</Table>

                                       A-6



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  LMPVET Fundamental Value Subaccount (Class I)
  (5/01).............................................  2007      1.283          1.289            25,489
                                                       2006      1.107          1.283            37,151
                                                       2005      1.065          1.107            85,744
                                                       2004      0.992          1.065           157,189
                                                       2003      0.722          0.992           157,189
                                                       2002      0.924          0.722            30,684
                                                       2001      1.000          0.924                --

  LMPVET International All Cap Opportunity Subaccount
  (12/99)............................................  2007      1.221          1.288                --
                                                       2006      0.978          1.221                --
                                                       2005      0.883          0.978            17,480
                                                       2004      0.755          0.883            39,904
                                                       2003      0.597          0.755             3,291
                                                       2002      0.810          0.597             3,291
                                                       2001      1.186          0.810             3,291
                                                       2000      1.569          1.186             3,291
                                                       1999      1.000          1.569                --

  LMPVET Investors Subaccount (Class I) (10/99)......  2007      1.609          1.659                --
                                                       2006      1.372          1.609             6,680
                                                       2005      1.298          1.372             6,680
                                                       2004      1.185          1.298             6,680
                                                       2003      0.903          1.185                --
                                                       2002      1.183          0.903             6,424
                                                       2001      1.244          1.183                --
                                                       2000      1.088          1.244                --
                                                       1999      1.000          1.088            13,535

  LMPVET Large Cap Growth Subaccount (Class I)
  (10/99)............................................  2007      1.068          1.116            33,827
                                                       2006      1.030          1.068            33,827
                                                       2005      0.987          1.030            53,253
                                                       2004      0.991          0.987            40,912
                                                       2003      0.677          0.991             5,766
                                                       2002      0.907          0.677                --
                                                       2001      1.045          0.907                --
                                                       2000      1.132          1.045                --
                                                       1999      1.000          1.132                --

  LMPVET Small Cap Growth Subaccount (Class I)
  (5/01).............................................  2007      1.239          1.352            29,215
                                                       2006      1.107          1.239            15,664
                                                       2005      1.064          1.107             5,985
                                                       2004      0.932          1.064                --
                                                       2003      0.631          0.932                --
                                                       2002      0.974          0.631                --
                                                       2001      1.000          0.974                --
</Table>

                                       A-7



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  LMPVET Social Awareness Subaccount (7/99)..........  2007      1.023          1.125             4,305
                                                       2006      0.957          1.023             4,305
                                                       2005      0.925          0.957            18,473
                                                       2004      0.877          0.925            18,473
                                                       2003      0.686          0.877            18,473
                                                       2002      0.921          0.686            14,167
                                                       2001      1.100          0.921            14,167
                                                       2000      1.115          1.100            14,167
                                                       1999      1.000          1.115            14,167

Legg Mason Partners Variable Income Trust
  LMPVIT Adjustable Rate Income Subaccount (9/03)....  2007      1.054          1.059                --
                                                       2006      1.020          1.054                --
                                                       2005      1.005          1.020                --
                                                       2004      1.001          1.005             1,000
                                                       2003      1.000          1.001             1,000

  LMPVIT High Income Subaccount (8/99)...............  2007      1.307          1.301            41,449
                                                       2006      1.187          1.307            41,449
                                                       2005      1.166          1.187            61,681
                                                       2004      1.065          1.166            63,799
                                                       2003      0.842          1.065            22,349
                                                       2002      0.877          0.842            20,231
                                                       2001      0.918          0.877            20,231
                                                       2000      1.007          0.918            20,231
                                                       1999      1.000          1.007            20,231

Legg Mason Partners Variable Portfolios V
  LMPVPV Small Cap Growth Opportunities Subaccount
  (Class I) (5/01)...................................  2007      1.318          1.410                --
                                                       2006      1.176          1.318            14,993
                                                       2005      1.130          1.176            13,085
                                                       2004      0.986          1.130            29,945
                                                       2003      0.700          0.986                --
                                                       2002      0.949          0.700                --
                                                       2001      1.000          0.949                --
</Table>

                                       A-8



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

Legg Mason Partners Variable Portfolios I, Inc.
  LMPVPI All Cap Subaccount (Class I) (4/00).........  2007      1.931          2.031                --
                                                       2006      1.648          1.931             5,450
                                                       2005      1.596          1.648             5,450
                                                       2004      1.486          1.596             5,450
                                                       2003      1.077          1.486             3,532
                                                       2002      1.449          1.077                --
                                                       2001      1.433          1.449                --
                                                       2000      1.000          1.433                --

  LMPVPI Total Return Subaccount (Class I) (9/00)....  2007      1.384          1.428                --
                                                       2006      1.239          1.384                --
                                                       2005      1.209          1.239                --
                                                       2004      1.121          1.209                --
                                                       2003      0.975          1.121                --
                                                       2002      1.055          0.975                --
                                                       2001      1.072          1.055                --
                                                       2000      1.000          1.072                --

Lord Abbett Series Fund, Inc.
  Lord Abbett Growth and Income Subaccount (Class VC)
  (5/04).............................................  2007      1.323          1.379                --
                                                       2006      1.138          1.323            46,483
                                                       2005      1.111          1.138            28,886
                                                       2004      1.000          1.111                --

  Lord Abbett Mid-Cap Value Subaccount (Class VC)
  (5/04).............................................  2007      1.392          1.539                --
                                                       2006      1.251          1.392            10,015
                                                       2005      1.165          1.251                --
                                                       2004      1.000          1.165                --

Managed Assets Trust
  Managed Assets Trust (6/99)........................  2006      1.243          1.286                --
                                                       2005      1.206          1.243           107,946
                                                       2004      1.111          1.206            41,606
                                                       2003      0.918          1.111            25,510
                                                       2002      1.013          0.918            25,510
                                                       2001      1.076          1.013            25,510
                                                       2000      1.102          1.076            20,767
                                                       1999      1.000          1.102            13,609

Met Investors Series Trust
  MIST Batterymarch Mid-Cap Stock Subaccount (Class
  A) (1/70)..........................................  2007      1.899          1.999            11,907
                                                       2006      1.000          1.899            20,578

  MIST BlackRock High Yield Subaccount (Class A)
  (4/07) *...........................................  2007      1.752          1.715           128,461
</Table>

                                       A-9



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  MIST BlackRock Large-Cap Core Subaccount (Class A)
  (1/70).............................................  2007      1.130          1.188                --
                                                       2006      1.000          1.130                --

  MIST BlackRock Large-Cap Core Subaccount (Class E)
  (4/07).............................................  2007      1.178          1.193                --

  MIST Dreman Small-Cap Value Subaccount (Class A)
  (1/70).............................................  2007      1.072          1.053                --
                                                       2006      1.000          1.072                --

  MIST Harris Oakmark International Subaccount (Class
  A) (1/70) *........................................  2007      1.346          1.324            48,416
                                                       2006      1.000          1.346             1,727

  MIST Janus Forty Subaccount (Class A) (1/70).......  2007      0.716          0.926           246,585
                                                       2006      1.000          0.716           565,464

  MIST Lazard Mid-Cap Subaccount (Class B) (4/07)....  2007      1.224          1.090                --

  MIST Legg Mason Partners Managed Assets Subaccount
  (Class A) (1/70)...................................  2007      1.366          1.441            61,586
                                                       2006      1.000          1.366            77,621

  MIST Lord Abbett Bond Debenture Subaccount (Class
  A) (1/70)..........................................  2007      1.166          1.235            24,464
                                                       2006      1.000          1.166                --

  MIST Lord Abbett Growth and Income Subaccount
  (Class B) (1/70) *.................................  2007      1.083          1.118            51,258
                                                       2006      1.000          1.083             5,088

  MIST Lord Abbett Mid-Cap Value Subaccount (Class B)
  (4/07) *...........................................  2007      1.523          1.390             9,385

  MIST Met/AIM Capital Appreciation Subaccount (Class
  A) (1/70)..........................................  2007      1.015          1.126             6,755
                                                       2006      1.000          1.015             6,755

  MIST Met/AIM Small Cap Growth Subaccount (Class A)
  (1/70).............................................  2007      1.030          1.138            48,872
                                                       2006      1.000          1.030                --

  MIST MFS(R) Emerging Markets Equity Subaccount
  (Class A) (4/07)...................................  2007      2.460          3.116            16,897

  MIST MFS(R) Research International Subaccount
  (Class B) (4/07) *.................................  2007      1.574          1.662                --

  MIST MFS(R) Value Subaccount (Class A) (1/70)......  2007      1.432          1.529           249,161
                                                       2006      1.000          1.432           229,224

  MIST Neuberger Berman Real Estate Subaccount (Class
  A) (4/07)..........................................  2007      1.227          1.037           204,556
                                                       2006      1.000          1.227           227,280

  MIST PIMCO Inflation Protected Bond Subaccount
  (Class A) (4/07) *.................................  2007      1.038          1.105                --
</Table>

                                      A-10



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  MIST Pioneer Fund Subaccount (Class A) (1/70)......  2007      1.024          1.066            33,342
                                                       2006      1.000          1.024            34,912

  MIST Pioneer Mid-Cap Value Subaccount (Class A)
  (1/70).............................................  2007      1.118          1.238                --
                                                       2006      1.000          1.118                --

  MIST Pioneer Strategic Income Subaccount (Class A)
  (1/70).............................................  2007      1.534          1.623           179,378
                                                       2006      1.000          1.534           187,233

  MIST Third Avenue Small Cap Value Subaccount (Class
  B) (1/70) *........................................  2007      1.343          1.292            96,445
                                                       2006      1.000          1.343            31,734

MetLife Investment Funds, Inc.
  MetLife Investment Diversified Bond Subaccount
  (Class I) (9/99)...................................  2007      1.425          1.477                --
                                                       2006      1.377          1.425         1,575,036
                                                       2005      1.360          1.377         1,482,566
                                                       2004      1.310          1.360           764,591
                                                       2003      1.251          1.310           481,357
                                                       2002      1.157          1.251           470,261
                                                       2001      1.092          1.157                --
                                                       2000      0.979          1.092            12,041
                                                       1999      1.000          0.979            37,502

  MetLife Investment International Stock Subaccount
  (Class I) (7/99)...................................  2007      1.462          1.576                --
                                                       2006      1.165          1.462           496,825
                                                       2005      1.024          1.165           484,883
                                                       2004      0.899          1.024           349,627
                                                       2003      0.697          0.899           291,178
                                                       2002      0.904          0.697           223,222
                                                       2001      1.160          0.904                --
                                                       2000      1.272          1.160             1,916
                                                       1999      1.000          1.272             6,933

  MetLife Investment Large Company Stock Subaccount
  (Class I) (9/99)...................................  2007      0.881          0.924                --
                                                       2006      0.789          0.881         1,054,352
                                                       2005      0.746          0.789           977,381
                                                       2004      0.683          0.746           656,590
                                                       2003      0.537          0.683           525,471
                                                       2002      0.702          0.537           430,013
                                                       2001      0.840          0.702                --
                                                       2000      0.995          0.840            10,384
                                                       1999      1.000          0.995            21,459
</Table>

                                      A-11



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  MetLife Investment Small Company Stock Subaccount
  (Class I) (9/99)...................................  2007      2.369          2.376                --
                                                       2006      2.101          2.369           175,234
                                                       2005      1.974          2.101           154,209
                                                       2004      1.732          1.974           107,116
                                                       2003      1.220          1.732            83,489
                                                       2002      1.612          1.220            66,192
                                                       2001      1.600          1.612                --
                                                       2000      1.465          1.600             1,472
                                                       1999      1.000          1.465             6,201

Metropolitan Series Fund, Inc.
  MSF BlackRock Aggressive Growth Subaccount (Class
  D) (1/70)..........................................  2007      1.095          1.308            44,628
                                                       2006      1.000          1.095            44,628

  MSF BlackRock Bond Income Subaccount (Class A)
  (1/70).............................................  2007      1.349          1.423            44,795
                                                       2006      1.000          1.349            19,379

  MSF BlackRock Money Market Subaccount (Class A)
  (1/70).............................................  2007      1.196          1.247           296,906
                                                       2006      1.000          1.196           323,370

  MSF Capital Guardian U.S. Equity Subaccount (Class
  A) (4/07) *........................................  2007      1.154          1.098                --

  MSF FI Large Cap Subaccount (Class A) (1/70).......  2007      0.968          0.998           124,183
                                                       2006      1.000          0.968           124,183

  MSF FI Value Leaders Subaccount (Class D) (1/70)...  2007      1.396          1.442           379,334
                                                       2006      1.000          1.396           474,781

  MSF Lehman Brothers Aggregate Bond Index Subaccount
  (Class A) (11/07) *................................  2007      1.476          1.497           950,902

  MSF MetLife Aggressive Allocation Subaccount (Class
  B) (1/70)..........................................  2007      1.081          1.108            46,699
                                                       2006      1.000          1.081                --
                                                       2005      1.000          1.000                --

  MSF MetLife Conservative Allocation Subaccount
  (Class B) (1/70)...................................  2007      1.047          1.097            87,866
                                                       2006      1.000          1.047                --
                                                       2005      1.000          1.000                --

  MSF MetLife Conservative to Moderate Allocation
  Subaccount (Class B) (1/70)........................  2007      1.053          1.095           851,151
                                                       2006      1.000          1.053            10,264
                                                       2005      1.000          1.000                --
</Table>

                                      A-12



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  MSF MetLife Moderate Allocation Subaccount (Class
  B) (1/70)..........................................  2007      1.058          1.095           354,469
                                                       2006      1.000          1.058                --
                                                       2005      1.000          1.000                --

  MSF MetLife Moderate to Aggressive Allocation
  Subaccount (Class B) (1/70)........................  2007      1.112          1.145            90,045
                                                       2006      1.000          1.112                --
                                                       2005      1.000          1.000                --

  MSF MetLife Stock Index Subaccount (Class A)
  (11/07) *..........................................  2007      0.942          0.935           599,917

  MSF MFS(R) Total Return Subaccount (Class F)
  (1/70).............................................  2007      1.558          1.610           769,017
                                                       2006      1.000          1.558           923,199

  MSF Morgan Stanley EAFE(R) Index Subaccount (Class
  A) (11/07) *.......................................  2007      1.591          1.554           309,217

  MSF Oppenheimer Global Equity Subaccount (Class B)
  (1/70) *...........................................  2007      1.056          1.113           328,787
                                                       2006      1.000          1.056           333,798

  MSF Russell 2000(R) Index Subaccount (Class A)
  (11/07) *..........................................  2007      2.428          2.360           126,061

  MSF Western Asset Management High Yield Bond
  Subaccount (Class A) (1/70)........................  2007      1.684          1.752                --
                                                       2006      1.000          1.684           122,596

  MSF Western Asset Management U.S. Government
  Subaccount (Class A) (1/70) *......................  2007      1.453          1.506           237,753
                                                       2006      1.000          1.453           255,141

Money Market Portfolio
  Money Market Subaccount (9/99).....................  2006      1.151          1.164                --
                                                       2005      1.127          1.151           775,320
                                                       2004      1.125          1.127           236,987
                                                       2003      1.125          1.125           289,912
                                                       2002      1.119          1.125           264,365
                                                       2001      1.087          1.119            77,342
                                                       2000      1.032          1.087            76,073
                                                       1999      1.000          1.032            36,453

Oppenheimer Variable Account Funds
  Oppenheimer Main Street/VA Subaccount ( Service
  Shares) (5/04).....................................  2006      1.131          1.198                --
                                                       2005      1.078          1.131                --
                                                       2004      1.000          1.078                --
</Table>

                                      A-13



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

PIMCO Variable Insurance Trust
  PIMCO VIT Real Return Subaccount (Administrative
  Class) (10/05).....................................  2007      1.011          1.034                --
                                                       2006      1.012          1.011                --
                                                       2005      1.008          1.012                --

  PIMCO VIT Total Return Subaccount (Administrative
  Class) (5/01)......................................  2007      1.298          1.401            99,605
                                                       2006      1.260          1.298           116,821
                                                       2005      1.240          1.260           123,296
                                                       2004      1.192          1.240           152,147
                                                       2003      1.144          1.192             6,319
                                                       2002      1.057          1.144             7,538
                                                       2001      1.000          1.057                --

Putnam Variable Trust
  Putnam VT Discovery Growth Subaccount (Class IB)
  (5/01).............................................  2007      0.925          1.012                --
                                                       2006      0.839          0.925                --
                                                       2005      0.789          0.839                --
                                                       2004      0.739          0.789                --
                                                       2003      0.564          0.739                --
                                                       2002      0.808          0.564                --
                                                       2001      1.000          0.808                --

  Putnam VT International Equity Subaccount (Class
  IB) (5/01).........................................  2007      1.457          1.582                --
                                                       2006      1.150          1.457                --
                                                       2005      1.033          1.150                --
                                                       2004      0.897          1.033             6,667
                                                       2003      0.703          0.897             6,667
                                                       2002      0.861          0.703                --
                                                       2001      1.000          0.861                --

  Putnam VT Small Cap Value Subaccount (Class IB)
  (5/01).............................................  2007      2.035          2.179                --
                                                       2006      1.749          2.035            44,194
                                                       2005      1.647          1.749            77,457
                                                       2004      1.315          1.647            63,465
                                                       2003      0.886          1.315            43,406
                                                       2002      1.093          0.886            40,852
                                                       2001      1.000          1.093                --
</Table>

                                      A-14



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

The Travelers Series Trust
  Travelers AIM Capital Appreciation Subaccount
  (5/01).............................................  2006      0.957          1.022                --
                                                       2005      0.887          0.957             6,755
                                                       2004      0.840          0.887             6,755
                                                       2003      0.654          0.840                --
                                                       2002      0.867          0.654                --
                                                       2001      1.000          0.867                --

  Travelers Convertible Securities Subaccount
  (5/04).............................................  2006      1.035          1.106                --
                                                       2005      1.040          1.035                --
                                                       2004      1.000          1.040                --

  Travelers Disciplined Mid Cap Stock Subaccount
  (8/99).............................................  2006      1.812          1.984                --
                                                       2005      1.625          1.812            44,834
                                                       2004      1.406          1.625            46,180
                                                       2003      1.060          1.406            38,942
                                                       2002      1.247          1.060            22,864
                                                       2001      1.310          1.247             4,950
                                                       2000      1.132          1.310             4,950
                                                       1999      1.000          1.132             4,950

  Travelers Equity Income Subaccount (7/99)..........  2006      1.285          1.354                --
                                                       2005      1.240          1.285           484,509
                                                       2004      1.137          1.240           294,106
                                                       2003      0.874          1.137           192,847
                                                       2002      1.024          0.874           151,978
                                                       2001      1.105          1.024           109,815
                                                       2000      1.021          1.105            12,381
                                                       1999      1.000          1.021            12,381

  Travelers Federated Stock Subaccount (11/01).......  2006      1.163          1.208                --
                                                       2005      1.113          1.163             4,216
                                                       2004      1.015          1.113             4,216
                                                       2003      0.802          1.015             4,216
                                                       2002      1.002          0.802             4,216
                                                       2001      1.000          1.002                --

  Travelers Large Cap Subaccount (7/99)..............  2006      0.919          0.949                --
                                                       2005      0.852          0.919            99,935
                                                       2004      0.807          0.852           111,168
                                                       2003      0.652          0.807            96,847
                                                       2002      0.851          0.652            96,847
                                                       2001      1.038          0.851            96,847
                                                       2000      1.224          1.038            52,127
                                                       1999      1.000          1.224            12,719
</Table>

                                      A-15



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  Travelers Mercury Large Cap Core Subaccount
  (6/00).............................................  2006      0.997          1.061                --
                                                       2005      0.897          0.997                --
                                                       2004      0.780          0.897                --
                                                       2003      0.649          0.780                --
                                                       2002      0.874          0.649                --
                                                       2001      1.136          0.874                --
                                                       2000      1.000          1.136                --

  Travelers MFS(R) Mid Cap Growth Subaccount
  (10/99)............................................  2006      1.052          1.116                --
                                                       2005      1.029          1.052            57,026
                                                       2004      0.909          1.029            59,981
                                                       2003      0.668          0.909            47,678
                                                       2002      1.317          0.668            45,675
                                                       2001      1.739          1.317            33,694
                                                       2000      1.603          1.739            30,494
                                                       1999      1.000          1.603                --

  Travelers MFS(R) Total Return Subaccount (7/99)....  2006      1.400          1.449                --
                                                       2005      1.371          1.400           659,159
                                                       2004      1.240          1.371           337,809
                                                       2003      1.073          1.240           153,776
                                                       2002      1.141          1.073           135,391
                                                       2001      1.150          1.141            53,295
                                                       2000      0.994          1.150                --
                                                       1999      1.000          0.994                --

  Travelers MFS(R) Value Subaccount (5/04)...........  2006      1.190          1.289                --
                                                       2005      1.127          1.190           142,445
                                                       2004      1.000          1.127            21,046

  Travelers Mondrian International Stock Subaccount
  (8/99).............................................  2006      1.055          1.215                --
                                                       2005      0.971          1.055             6,318
                                                       2004      0.846          0.971             6,318
                                                       2003      0.663          0.846             6,318
                                                       2002      0.768          0.663             6,318
                                                       2001      1.049          0.768             4,591
                                                       2000      1.194          1.049             4,591
                                                       1999      1.000          1.194             4,591
</Table>

                                      A-16



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  Travelers Pioneer Fund Subaccount (8/99)...........  2006      0.890          0.947                --
                                                       2005      0.847          0.890            36,743
                                                       2004      0.768          0.847            18,862
                                                       2003      0.625          0.768            31,058
                                                       2002      0.903          0.625            24,128
                                                       2001      1.183          0.903                --
                                                       2000      0.959          1.183                --
                                                       1999      1.000          0.959                --

  Travelers Pioneer Mid Cap Value Subaccount (1/70)..  2006      1.001          1.057                --
                                                       2005      1.000          1.001                --

  Travelers Pioneer Strategic Income Subaccount
  (1/01).............................................  2006      1.455          1.473                --
                                                       2005      1.415          1.455           143,490
                                                       2004      1.285          1.415            32,760
                                                       2003      1.084          1.285            32,760
                                                       2002      1.032          1.084            27,083
                                                       2001      1.000          1.032                --

  Travelers Quality Bond Subaccount (8/99)...........  2006      1.300          1.292                --
                                                       2005      1.290          1.300            39,391
                                                       2004      1.259          1.290            40,044
                                                       2003      1.186          1.259            36,759
                                                       2002      1.130          1.186            19,941
                                                       2001      1.063          1.130            19,941
                                                       2000      1.002          1.063            19,941
                                                       1999      1.000          1.002            19,941

  Travelers Strategic Equity Subaccount (7/99).......  2006      0.871          0.911                --
                                                       2005      0.861          0.871            70,166
                                                       2004      0.787          0.861            81,278
                                                       2003      0.598          0.787            67,954
                                                       2002      0.908          0.598            67,954
                                                       2001      1.057          0.908            67,954
                                                       2000      1.303          1.057            56,806
                                                       1999      1.000          1.303            17,222

  Travelers Style Focus Series: Small Cap Growth
  Subaccount (1/70)..................................  2006      1.000          1.032                --
                                                       2005      1.000          1.000                --

  Travelers Style Focus Series: Small Cap Value
  Subaccount (1/70)..................................  2006      1.000          1.000                --
                                                       2005      1.000          1.000                --
</Table>

                                      A-17



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  Travelers U.S. Government Securities Subaccount
  (8/99).............................................  2006      1.445          1.396                --
                                                       2005      1.396          1.445           480,652
                                                       2004      1.326          1.396           357,708
                                                       2003      1.301          1.326           328,667
                                                       2002      1.154          1.301           366,169
                                                       2001      1.099          1.154            20,423
                                                       2000      0.968          1.099            20,423
                                                       1999      1.000          0.968            20,423

Van Kampen Life Investment Trust
  Van Kampen LIT Comstock Subaccount (Class II)
  (5/03).............................................  2007      1.741          1.687            22,171
                                                       2006      1.512          1.741            14,254
                                                       2005      1.464          1.512            14,254
                                                       2004      1.257          1.464                --
                                                       2003      1.000          1.257                --

  Van Kampen LIT Enterprise Subaccount (Class II)
  (5/01).............................................  2007      0.926          1.034                --
                                                       2006      0.875          0.926                --
                                                       2005      0.817          0.875                --
                                                       2004      0.794          0.817                --
                                                       2003      0.637          0.794                --
                                                       2002      0.911          0.637                --
                                                       2001      1.000          0.911                --

  Van Kampen LIT Strategic Growth Subaccount (Class
  II) (5/01).........................................  2007      0.792          0.917             7,996
                                                       2006      0.778          0.792                --
                                                       2005      0.729          0.778                --
                                                       2004      0.688          0.729                --
                                                       2003      0.546          0.688                --
                                                       2002      0.817          0.546                --
                                                       2001      1.000          0.817                --

Wells Fargo Variable Trust
  Wells Fargo VT Advantage Small/Mid Cap Value
  Subaccount (3/00)..................................  2007      1.559          1.535                --
                                                       2006      1.358          1.559                --
                                                       2005      1.175          1.358             8,864
                                                       2004      1.014          1.175             8,864
                                                       2003      0.739          1.014             8,864
                                                       2002      0.969          0.739             8,864
                                                       2001      0.938          0.969                --
                                                       2000      1.000          0.938                --
</Table>





                                      A-18



                  MRA -- SEPARATE ACCOUNT CHARGES 1.25% 140 FL


<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               
Legg Mason Partners Variable Equity Trust
  LMPVET Equity Index Subaccount (Class II) (7/99)...  2007      0.967          0.988             --
                                                       2006      0.862          0.967             --
                                                       2005      0.850          0.862             --
                                                       2004      0.791          0.850             --
                                                       2003      0.636          0.791             --
                                                       2002      0.841          0.636             --
                                                       2001      0.986          0.841             --
                                                       2000      1.117          0.986             --
                                                       1999      1.000          1.117             --
</Table>



* We are currently waiving a portion of the Mortality and Expense Risk charge
for this Subaccount. Please see "Fee Table -- Annual Separate Account Charges"
for more information.

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

Funding options not listed above had no amounts allocated to them or were not
available as of December 31, 2007.

Number of Units Outstanding at the end of the year may include units for
Contracts in payout phase.

Variable Funding Option mergers and substitutions that occurred between January
1, 2005 and December 31, 2007 are displayed below. Please see Appendix B for
more information on Variable Funding Option mergers, substitutions and other
changes.

Effective on or about 02/25/05, The Travelers Series Trust-MFS(R) Emerging
Growth Portfolio merged into Travelers Series Trust-MFS(R) Mid Cap Growth
Portfolio and is no longer available as a funding option.

Effective on or about 05/01/06, AIM Variable Insurance Funds-AIM V.I. Premier
Equity Fund merged into AIM Variable Insurance Funds-AIM V.I. Core Equity
Portfolio and is no longer available as a funding option.

Effective on or about 05/01/06, Capital Appreciation Fund merged into Met
Investors Series Trust-Janus Capital Appreciation Portfolio-Class A and is no
longer available as a funding option.

Effective on or about 05/01/06, Managed Assets Trust merged into Metropolitan
Series Fund, Inc.-Legg Mason Partners Managed Assets Portfolio-Class A and is no
longer available as a funding option.

Effective on or about 05/01/06, Money Market Portfolio merged into Metropolitan
Series Fund, Inc.-Black Rock Money Market Portfolio-Class A and is no longer
available as a funding option.

Effective on or about 05/01/06, High Yield Bond Trust merged into Metropolitan
Series Fund, Inc.-Western Asset Management High Yield Bond Portfolio-Class A and
is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Disciplined Mid-Cap
Stock Portfolio merged into Met Investors Series Trust-Batterymarch Mid-Cap
Stock Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Style Focus Series:
Small Cap Value Portfolio merged into Met Investors Series Trust-Dreman Small-
Cap Value Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Mondrian
International Stock Portfolio merged into Met Investors Series Trust-Harris
Oakmark International Stock Portfolio-Class A and is no longer available as a
funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Convertible
Securities Portfolio merged into Met Investors Series Trust-Lord Abbett Bond
Debenture Portfolio-Class A and is no longer available as a funding option.


                                      A-19



Effective on or about 05/01/06, The Travelers Series Trust-Federated Stock
Portfolio merged into Met Investors Series Trust-Lord Abbett Growth and Income
Portfolio-Class B and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Mercury Large Cap
Core Portfolio merged into Met Investors Series Trust-Mercury Large-Cap Core
Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Met AIM Capital
Appreciation Portfolio merged into Met Investors Series Trust -- Met/AIM Capital
Appreciation Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-MFS(R) Value
Portfolio merged into Met Investors Series Trust -- MFS(R) Value Portfolio-Class
A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Pioneer Fund
Portfolio merged into Met Investors Series Trust-Pioneer Fund Portfolio-Class A
and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Pioneer Mid-Cap Value
Portfolio merged into Met Investors Series Trust-Pioneer Mid-Cap Value
Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Pioneer Strategic
Income Portfolio-Class A merged into Met Investors Series Trust-Pioneer
Strategic Income Portfolio-Class A and is no longer available as a funding
option.

Effective on or about 05/01/06, The Travelers Series Trust-MFS(R) Mid Cap Growth
Portfolio merged into Metropolitan Series Fund, Inc.-BlackRock Aggressive Growth
Portfolio-Class D and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Travelers Quality
Bond Portfolio merged into Metropolitan Series Fund, Inc.-BlackRock Bond Income
Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Large Cap Portfolio
merged into Metropolitan Series Fund, Inc.-FI Large Cap Portfolio-Class A and is
no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Strategic Equity
Portfolio Trust merged into Metropolitan Series Fund, Inc.-FI Large Cap
Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Equity Income
Portfolio merged into Metropolitan Series Fund, Inc.-FI Value Leaders Portfolio-
Class D and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-MFS(R) Total Return
merged into Metropolitan Series Fund, Inc.-MFS(R) Total Return Portfolio-Class F
and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-U.S. Government
Securities Portfolio merged into Metropolitan Series Fund, Inc.-Western Asset
Management U.S. Government Portfolio-Class A and is no longer available as a
funding option.

Effective on or about 05/01/06, Oppenheimer Variable Account Funds-Oppenheimer
Main Street Fund/VA-Service Shares was replaced Met Investors Series Trust-Lord
Abbett Growth and Income Portfolio-Class B and is no longer available as a
funding option.

Effective on or about 05/01/06, Franklin Templeton Variable Insurance Products
Trust-Mutual Shares Securities Fund-Class 2 Shares was replaced by Met Investors
Series Trust-Lord Abbett Growth and Income Portfolio and is no longer available
as a funding option.

Effective on or about 05/01/06, Delaware VIP Trust-Mutual VIP REIT Series-
Standard Class was replaced by Met Investors Series Trust-Neuberger Berman Real
Estate Portfolio and is no longer available as a funding option.

Effective on or about 05/01/06, Fidelity Variable Insurance Products-Fidelity
Asset Manager Portfolio-Service Class 2 was replaced by Metropolitan Series
Fund, Inc.-MFS(R) Total Return Portfolio-Class F and is no longer available as a
funding option.

Effective on or about 05/01/06, Janus Aspen Series-Janus Aspen Balanced
Portfolio-Service Shares was replaced by Metropolitan Series Fund, Inc.-MFS(R)
Total Return Portfolio-Class F and is no longer available as a funding option.


                                      A-20



Effective on or about 05/01/06, Franklin Templeton Variable Insurance Products
Trust-Franklin Templeton Growth Securities Fund-Class 2 Shares was replaced by
Metropolitan Series Fund, Inc.-Oppenheimer Global Equity Portfolio-Class B and
is no longer available as a funding option.

Effective on or about 05/01/06, Fidelity Variable Insurance Products Fund-VIP
Asset Manager Portfolio was replaced by Metropolitan Series Fund, Inc.-MFS(R)
Total Return Portfolio-Class F and is no longer available as a funding option.

Effective on or about 11/13/06, Lazard Retirement Series, Inc.-Lazard Small Cap
Portfolio was replaced by Met Investors Series Trust-Third Avenue Small Cap
Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, AIM Variable Insurance Funds-AIM V.I. Core
Equity Fund was replaced by Metropolitan Series Fund, Inc.-Capital Guardian U.S.
Equity Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Credit Suisse Trust-Credit Suisse Trust
Emerging Markets Portfolio was replaced by Met Investors Series Trust-MFS(R)
Emerging Markets Equity Portfolio and is no longer available as a funding
option.

Effective on or about 04/30/2007, Legg Mason Partners Investment Series-Legg
Mason Partners Variable Premier Selections All Cap Growth Portfolio merged into
Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable
Aggressive Growth Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Legg Mason Partners Variable Portfolios I,
Inc.-Legg Mason Partners Variable All Cap Portfolio merged into Legg Mason
Partners Variable Equity Trust-Legg Mason Partners Variable Fundamental Value
Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Legg Mason Partners Variable Portfolios V-Legg
Mason Partners Variable Small Cap Growth Opportunities Portfolio merged into
Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Small Cap
Growth Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Legg Mason Partners Variable Portfolios I,
Inc.-Legg Mason Partners Variable Total Return Portfolio merged into Legg Mason
Partners Variable Equity Trust-Legg Mason Partners Variable Capital and Income
Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Lord Abbett Series Fund, Inc.-Lord Abbett
Growth and Income Portfolio was replaced by Met Investors Series Trust-Lord
Abbett Growth and Income Portfolio and is no longer available as a funding
option.

Effective on or about 04/30/2007, Lord Abbett Series Fund, Inc.-Lord Abbett Mid-
Cap Value Portfolio was replaced by Met Investors Series Trust-Lord Abbett Mid-
Cap Value Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Met Investors Series Trust-BlackRock Large-Cap
Core Portfolio -- Class A was exchanged for Met Investors Series Trust-BlackRock
Large-Cap Core Portfolio -- Class E and is no longer available as a funding
option.

Effective on or about 04/30/2007, Met Investors Series Trust-Pioneer Mid-Cap
Value Portfolio merged into Met Investors Series Trust-Lazard Mid-Cap Portfolio
and is no longer available as a funding option.

Effective on or about 04/30/2007, Metropolitan Series Funds, Inc.-Western Asset
Management High Yield Bond Portfolio merged into Met Investors Series Trust-
BlackRock High Yield Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, PIMCO Variable Insurance Trust-Real Return
Portfolio was replaced by Met Investors Series Trust-PIMCO Inflation Protected
Bond Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Putnam Variable Trust-Putnam VT International
Equity Fund was replaced by Met Investors Series Trust-MFS(R) Research
International Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Putnam Variable Trust-Putnam VT Small Cap
Value Fund was replaced by Met Investors Series Trust-Third Avenue Small Cap
Value Portfolio and is no longer available as a funding option.

Effective on or about 11/12/2007, MetLife Investment Funds, Inc.-MetLife
Investment Diversified Bond Portfolio was replaced by Metropolitan Series Fund,
Inc.-Lehman Brothers(R) Aggregate Bond Index Portfolio -- Class A and is no
longer available as a funding option.


                                      A-21



Effective on or about 11/12/2007, MetLife Investment Funds, Inc.-MetLife
Investment International Stock Portfolio was replaced by Metropolitan Series
Fund, Inc.-Morgan Stanley EAFE(R) Index Portfolio -- Class A and is no longer
available as a funding option.

Effective on or about 11/12/2007, MetLife Investment Funds, Inc.-MetLife
Investment Large Company Stock Fund was replaced by Metropolitan Series Fund,
Inc.-MetLife Stock Index Portfolio -- Class A and is no longer available as a
funding option.

Effective on or about 11/12/2007, MetLife Investment Funds, Inc.-MetLife
Investment Small Company Stock Fund was replaced by Metropolitan Series Fund,
Inc.-Russell 2000(R) Index Portfolio -- Class A and is no longer available as a
funding option.


                                      A-22



                                  APPENDIX A-1

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

                         CONDENSED FINANCIAL INFORMATION

          FOR METLIFE OF CT SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES
                      ACCUMULATION UNIT VALUES (IN DOLLARS)


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

                  MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR


<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               
AIM Variable Insurance Funds
  AIM V.I. Core Equity Subaccount (Series I) (1/70)..  2007      1.086          1.166                --
                                                       2006      1.000          1.086                --

  AIM V.I. Premier Equity Subaccount (Series I)
  (7/01).............................................  2006      0.839          0.883                --
                                                       2005      0.800          0.839                --
                                                       2004      0.763          0.800           103,702
                                                       2003      0.615          0.763           103,682
                                                       2002      0.888          0.615            55,895
                                                       2001      1.000          0.888                --

American Funds Insurance Series(R)
  American Funds Global Growth Subaccount (Class 2)
  (5/04).............................................  2007      1.499          1.708           185,034
                                                       2006      1.255          1.499           197,638
                                                       2005      1.109          1.255           119,722
                                                       2004      1.010          1.109            31,153

  American Funds Growth Subaccount (Class 2) (5/04)..  2007      1.375          1.532           256,902
                                                       2006      1.258          1.375           198,092
                                                       2005      1.091          1.258           157,801
                                                       2004      0.970          1.091            16,521

  American Funds Growth-Income Subaccount (Class 2)
  (5/04).............................................  2007      1.299          1.353           570,340
                                                       2006      1.136          1.299           560,986
                                                       2005      1.082          1.136           385,501
                                                       2004      0.979          1.082           104,915
</Table>

                                      A-23



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

Capital Appreciation Fund
  Capital Appreciation Fund (5/00)...................  2006      0.700          0.694                --
                                                       2005      0.597          0.700         1,713,108
                                                       2004      0.503          0.597         1,555,826
                                                       2003      0.406          0.503         1,630,081
                                                       2002      0.547          0.406         1,837,286
                                                       2001      0.745          0.547         1,046,590
                                                       2000      1.000          0.745         1,006,482

Credit Suisse Trust
  Credit Suisse Trust Emerging Markets Subaccount
  (5/99).............................................  2007      2.357          2.475                --
                                                       2006      1.793          2.357            26,390
                                                       2005      1.412          1.793            35,759
                                                       2004      1.140          1.412            44,528
                                                       2003      0.804          1.140            46,418
                                                       2002      0.916          0.804            45,812
                                                       2001      1.022          0.916            54,766
                                                       2000      1.506          1.022            71,391
                                                       1999      1.000          1.506            54,662

Delaware VIP Trust
  Delaware VIP REIT Subaccount (Standard Class)
  (7/99).............................................  2006      2.517          3.312                --
                                                       2005      2.368          2.517           312,481
                                                       2004      1.816          2.368           330,738
                                                       2003      1.366          1.816           282,138
                                                       2002      1.318          1.366           242,450
                                                       2001      1.221          1.318           128,487
                                                       2000      0.937          1.221           102,023
                                                       1999      1.000          0.937                --

  Delaware VIP Small Cap Value Subaccount (Standard
  Class) (4/99)......................................  2007      2.565          2.376           145,585
                                                       2006      2.225          2.565           234,566
                                                       2005      2.050          2.225           232,445
                                                       2004      1.701          2.050           203,692
                                                       2003      1.208          1.701           177,208
                                                       2002      1.289          1.208           139,177
                                                       2001      1.162          1.289            13,468
                                                       2000      0.991          1.162             5,110
                                                       1999      1.000          0.991                --
</Table>

                                      A-24



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

Dreyfus Variable Investment Fund
  Dreyfus VIF Appreciation Subaccount (Initial
  Shares) (3/99).....................................  2007      1.187          1.261           260,953
                                                       2006      1.027          1.187           274,576
                                                       2005      0.992          1.027           318,098
                                                       2004      0.952          0.992           330,399
                                                       2003      0.792          0.952           331,736
                                                       2002      0.958          0.792           356,023
                                                       2001      1.065          0.958           396,091
                                                       2000      1.081          1.065           311,873
                                                       1999      1.000          1.081           244,529

  Dreyfus VIF Developing Leaders Subaccount (Initial
  Shares) (4/99).....................................  2007      1.624          1.433           330,624
                                                       2006      1.577          1.624           410,979
                                                       2005      1.503          1.577           463,289
                                                       2004      1.360          1.503           619,182
                                                       2003      1.041          1.360           589,418
                                                       2002      1.298          1.041           540,784
                                                       2001      1.394          1.298           388,047
                                                       2000      1.240          1.394           305,761
                                                       1999      1.000          1.240            45,091

Fidelity(R) Variable Insurance Products
  VIP Asset Manager Subaccount (Service Class 2)
  (6/00).............................................  2006      1.019          1.057                --
                                                       2005      0.990          1.019           229,844
                                                       2004      0.949          0.990           291,168
                                                       2003      0.813          0.949           262,244
                                                       2002      0.900          0.813           227,798
                                                       2001      0.949          0.900           178,530
                                                       2000      1.000          0.949           133,640

  VIP Contrafund(R) Subaccount (Service Class 2)
  (9/01).............................................  2007      1.583          1.842           409,081
                                                       2006      1.432          1.583           382,235
                                                       2005      1.238          1.432           307,737
                                                       2004      1.083          1.238           274,073
                                                       2003      0.852          1.083           244,184
                                                       2002      0.950          0.852           208,513
                                                       2001      1.000          0.950                --
</Table>

                                      A-25



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  VIP Dynamic Capital Appreciation Subaccount
  (Service Class 2) (5/01)...........................  2007      1.306          1.383            14,225
                                                       2006      1.157          1.306            14,225
                                                       2005      0.966          1.157            16,820
                                                       2004      0.962          0.966            16,820
                                                       2003      0.776          0.962             5,993
                                                       2002      0.846          0.776             5,993
                                                       2001      1.000          0.846                --

  VIP Mid Cap Subaccount (Service Class 2) (7/01)....  2007      2.040          2.334           322,258
                                                       2006      1.830          2.040           383,405
                                                       2005      1.563          1.830           373,612
                                                       2004      1.264          1.563           181,421
                                                       2003      0.921          1.264           103,818
                                                       2002      1.032          0.921           100,887
                                                       2001      1.000          1.032                --

Franklin Templeton Variable Insurance Products Trust
  FTVIPT Mutual Shares Securities Subaccount (Class
  2) (8/03)..........................................  2006      1.475          1.732                --
                                                       2005      1.345          1.475            61,250
                                                       2004      1.204          1.345            23,498
                                                       2003      1.000          1.204            17,090

  FTVIPT Templeton Developing Markets Securities
  Subaccount (Class 2) (6/04)........................  2007      1.982          2.532           117,893
                                                       2006      1.560          1.982           108,900
                                                       2005      1.234          1.560           102,975
                                                       2004      0.972          1.234                --

  FTVIPT Templeton Foreign Securities Subaccount
  (Class 2) (5/04)...................................  2007      1.523          1.744           180,735
                                                       2006      1.264          1.523           240,063
                                                       2005      1.156          1.264           193,399
                                                       2004      0.962          1.156            40,991

  FTVIPT Templeton Growth Securities Subaccount
  (Class 2) (6/04)...................................  2006      1.216          1.470                --
                                                       2005      1.126          1.216           196,213
                                                       2004      1.021          1.126            57,703
</Table>

                                      A-26



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

High Yield Bond Trust
  High Yield Bond Trust (5/99).......................  2006      1.538          1.576                --
                                                       2005      1.530          1.538           359,521
                                                       2004      1.418          1.530           368,425
                                                       2003      1.107          1.418           381,556
                                                       2002      1.067          1.107           411,756
                                                       2001      0.982          1.067           314,101
                                                       2000      0.980          0.982           101,750
                                                       1999      1.000          0.980            92,789

Janus Aspen Series
  Janus Aspen Balanced Subaccount (Service Shares)
  (5/01).............................................  2006      1.154          1.195                --
                                                       2005      1.080          1.154           157,215
                                                       2004      1.005          1.080           157,215
                                                       2003      0.891          1.005           123,022
                                                       2002      0.962          0.891            83,565
                                                       2001      1.000          0.962                --

  Janus Aspen Mid Cap Growth Subaccount (Service
  Shares) (8/01).....................................  2007      1.099          1.327            46,855
                                                       2006      0.978          1.099            23,960
                                                       2005      0.880          0.978            23,960
                                                       2004      0.736          0.880                --
                                                       2003      0.551          0.736                --
                                                       2002      0.772          0.551                --
                                                       2001      1.000          0.772                --

  Janus Aspen Worldwide Growth Subaccount (Service
  Shares) (5/00).....................................  2007      0.707          0.767           133,097
                                                       2006      0.604          0.707           159,300
                                                       2005      0.577          0.604           254,343
                                                       2004      0.556          0.577           303,997
                                                       2003      0.453          0.556           319,311
                                                       2002      0.615          0.453           382,579
                                                       2001      0.801          0.615           441,531
                                                       2000      1.000          0.801           424,750

Lazard Retirement Series, Inc.
  Lazard Retirement Small Cap Subaccount (5/04)......  2006      1.162          1.314                --
                                                       2005      1.127          1.162             3,023
                                                       2004      1.009          1.127                --
</Table>

                                      A-27



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

Legg Mason Partners Investment Series
  LMPIS Premier Selections All Cap Growth Subaccount
  (6/01).............................................  2007      0.996          1.063                --
                                                       2006      0.935          0.996             1,526
                                                       2005      0.887          0.935             2,816
                                                       2004      0.869          0.887             2,816
                                                       2003      0.652          0.869                --
                                                       2002      0.898          0.652                --
                                                       2001      1.000          0.898                --

Legg Mason Partners Variable Equity Trust
  LMPVET Aggressive Growth Subaccount (Class I)
  (5/01).............................................  2007      1.103          1.111           553,084
                                                       2006      1.022          1.103           731,816
                                                       2005      0.923          1.022           833,193
                                                       2004      0.846          0.923           947,296
                                                       2003      0.634          0.846           829,147
                                                       2002      0.949          0.634           372,023
                                                       2001      1.000          0.949           148,073

  LMPVET Appreciation Subaccount (Class I) (8/01)....  2007      1.213          1.305           133,159
                                                       2006      1.065          1.213           217,023
                                                       2005      1.029          1.065           264,932
                                                       2004      0.954          1.029           162,864
                                                       2003      0.772          0.954           100,091
                                                       2002      0.943          0.772            82,395
                                                       2001      1.000          0.943            14,712

  LMPVET Capital and Income Subaccount (Class I)
  (4/07).............................................  2007      1.422          1.436             9,259

  LMPVET Dividend Strategy Subaccount (5/01).........  2007      0.959          1.012               111
                                                       2006      0.819          0.959            21,723
                                                       2005      0.828          0.819            23,093
                                                       2004      0.807          0.828            23,093
                                                       2003      0.659          0.807            20,096
                                                       2002      0.897          0.659            20,096
                                                       2001      1.000          0.897            20,096

  LMPVET Equity Index Subaccount (Class II) (3/99)...  2007      1.117          1.162         1,267,211
                                                       2006      0.978          1.117         1,635,266
                                                       2005      0.945          0.978         1,770,764
                                                       2004      0.864          0.945         1,899,361
                                                       2003      0.682          0.864         1,719,505
                                                       2002      0.886          0.682         1,579,821
                                                       2001      1.019          0.886         1,055,882
                                                       2000      1.133          1.019           842,129
                                                       1999      1.000          1.133           207,054
</Table>

                                      A-28



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  LMPVET Fundamental Value Subaccount (Class I)
  (5/01).............................................  2007      1.283          1.289           484,877
                                                       2006      1.107          1.283           526,606
                                                       2005      1.065          1.107           584,303
                                                       2004      0.992          1.065           630,507
                                                       2003      0.722          0.992           637,061
                                                       2002      0.924          0.722           486,577
                                                       2001      1.000          0.924           106,535

  LMPVET International All Cap Opportunity Subaccount
  (3/99).............................................  2007      1.221          1.288           103,913
                                                       2006      0.978          1.221           113,853
                                                       2005      0.883          0.978           131,177
                                                       2004      0.755          0.883           176,162
                                                       2003      0.597          0.755           182,229
                                                       2002      0.810          0.597           184,371
                                                       2001      1.186          0.810           202,204
                                                       2000      1.569          1.186            76,324
                                                       1999      1.000          1.569            33,821

  LMPVET Investors Subaccount (Class I) (3/99).......  2007      1.609          1.659            69,933
                                                       2006      1.372          1.609           116,024
                                                       2005      1.298          1.372           128,604
                                                       2004      1.185          1.298           149,763
                                                       2003      0.903          1.185           151,723
                                                       2002      1.183          0.903           140,603
                                                       2001      1.244          1.183           102,276
                                                       2000      1.088          1.244            20,655
                                                       1999      1.000          1.088             5,119

  LMPVET Large Cap Growth Subaccount (Class I)
  (3/99).............................................  2007      1.068          1.116           219,605
                                                       2006      1.030          1.068           256,366
                                                       2005      0.987          1.030           269,310
                                                       2004      0.991          0.987           338,275
                                                       2003      0.677          0.991           414,434
                                                       2002      0.907          0.677           335,753
                                                       2001      1.045          0.907           323,325
                                                       2000      1.132          1.045           265,016
                                                       1999      1.000          1.132           100,647

  LMPVET Small Cap Growth Subaccount (Class I)
  (6/01).............................................  2007      1.239          1.352             5,317
                                                       2006      1.107          1.239             5,596
                                                       2005      1.064          1.107             5,596
                                                       2004      0.932          1.064                --
                                                       2003      0.631          0.932                --
                                                       2002      0.974          0.631                --
                                                       2001      1.000          0.974               997
</Table>

                                      A-29



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  LMPVET Social Awareness Subaccount (3/99)..........  2007      1.023          1.125           115,598
                                                       2006      0.957          1.023           159,985
                                                       2005      0.925          0.957           142,054
                                                       2004      0.877          0.925           210,284
                                                       2003      0.686          0.877           190,338
                                                       2002      0.921          0.686           205,434
                                                       2001      1.100          0.921           252,885
                                                       2000      1.115          1.100           338,770
                                                       1999      1.000          1.115           204,232

Legg Mason Partners Variable Income Trust
  LMPVIT Adjustable Rate Income Subaccount (10/03)...  2007      1.054          1.059            58,097
                                                       2006      1.020          1.054            76,332
                                                       2005      1.005          1.020            65,137
                                                       2004      1.001          1.005            56,767
                                                       2003      1.000          1.001            12,265

  LMPVIT High Income Subaccount (5/99)...............  2007      1.307          1.301            38,360
                                                       2006      1.187          1.307            45,580
                                                       2005      1.166          1.187            46,658
                                                       2004      1.065          1.166            12,147
                                                       2003      0.842          1.065            20,424
                                                       2002      0.877          0.842            17,421
                                                       2001      0.918          0.877            26,499
                                                       2000      1.007          0.918            12,407
                                                       1999      1.000          1.007                --

Legg Mason Partners Variable Portfolios V
  LMPVPV Small Cap Growth Opportunities Subaccount
  (Class I) (5/01)...................................  2007      1.318          1.410                --
                                                       2006      1.176          1.318            23,728
                                                       2005      1.130          1.176            27,437
                                                       2004      0.986          1.130             2,533
                                                       2003      0.700          0.986                --
                                                       2002      0.949          0.700                --
                                                       2001      1.000          0.949                --
</Table>

                                      A-30



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

Legg Mason Partners Variable Portfolios I, Inc.
  LMPVPI All Cap Subaccount (Class I) (3/99).........  2007      1.931          2.031                --
                                                       2006      1.648          1.931           199,969
                                                       2005      1.596          1.648           338,497
                                                       2004      1.486          1.596           344,257
                                                       2003      1.077          1.486           357,262
                                                       2002      1.449          1.077           340,827
                                                       2001      1.433          1.449           172,311
                                                       2000      1.222          1.433            70,934
                                                       1999      1.000          1.222            13,279

  LMPVPI Total Return Subaccount (Class I) (3/99)....  2007      1.384          1.428                --
                                                       2006      1.239          1.384            19,523
                                                       2005      1.209          1.239            23,410
                                                       2004      1.121          1.209            29,201
                                                       2003      0.975          1.121            13,990
                                                       2002      1.055          0.975            10,605
                                                       2001      1.072          1.055             7,423
                                                       2000      1.002          1.072             5,470
                                                       1999      1.000          1.002                --

Lord Abbett Series Fund, Inc.
  Lord Abbett Growth and Income Subaccount (Class VC)
  (5/04).............................................  2007      1.323          1.379                --
                                                       2006      1.138          1.323            92,757
                                                       2005      1.111          1.138            87,476
                                                       2004      0.968          1.111                --

  Lord Abbett Mid-Cap Value Subaccount (Class VC)
  (7/04).............................................  2007      1.392          1.539                --
                                                       2006      1.251          1.392            77,035
                                                       2005      1.165          1.251            97,239
                                                       2004      1.007          1.165            34,410

Managed Assets Trust
  Managed Assets Trust (3/99)........................  2006      1.243          1.286                --
                                                       2005      1.206          1.243           979,865
                                                       2004      1.111          1.206           946,294
                                                       2003      0.918          1.111           968,180
                                                       2002      1.013          0.918         1,042,680
                                                       2001      1.076          1.013         1,174,637
                                                       2000      1.102          1.076           913,007
                                                       1999      1.000          1.102           232,345

Met Investors Series Trust
  MIST Batterymarch Mid-Cap Stock Subaccount (Class
  A) (1/70)..........................................  2007      1.899          1.999           196,657
                                                       2006      1.000          1.899           242,970
</Table>

                                      A-31



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  MIST BlackRock High Yield Subaccount (Class A)
  (4/07) *...........................................  2007      1.752          1.715           236,241

  MIST BlackRock Large-Cap Core Subaccount (Class A)
  (1/70).............................................  2007      1.130          1.188                --
                                                       2006      1.000          1.130            47,332

  MIST BlackRock Large-Cap Core Subaccount (Class E)
  (4/07).............................................  2007      1.178          1.193            52,037

  MIST Dreman Small-Cap Value Subaccount (Class A)
  (1/70).............................................  2007      1.072          1.053             3,496
                                                       2006      1.000          1.072                --

  MIST Harris Oakmark International Subaccount (Class
  A) (1/70) *........................................  2007      1.346          1.324            62,559
                                                       2006      1.000          1.346            67,105

  MIST Janus Forty Subaccount (Class A) (1/70).......  2007      0.716          0.926         1,417,693
                                                       2006      1.000          0.716         1,648,856

  MIST Lazard Mid-Cap Subaccount (Class B) (4/07)....  2007      1.224          1.090            33,322

  MIST Legg Mason Partners Managed Assets Subaccount
  (Class A) (1/70)...................................  2007      1.366          1.441           652,267
                                                       2006      1.000          1.366           892,153

  MIST Lord Abbett Bond Debenture Subaccount (Class
  A) (1/70)..........................................  2007      1.166          1.235            18,489
                                                       2006      1.000          1.166             5,612

  MIST Lord Abbett Growth and Income Subaccount
  (Class B) (1/70) *.................................  2007      1.083          1.118           253,105
                                                       2006      1.000          1.083           220,648

  MIST Lord Abbett Mid-Cap Value Subaccount (Class B)
  (4/07) *...........................................  2007      1.523          1.390            54,963

  MIST Met/AIM Capital Appreciation Subaccount (Class
  A) (1/70)..........................................  2007      1.015          1.126            43,129
                                                       2006      1.000          1.015            47,120

  MIST Met/AIM Small Cap Growth Subaccount (Class A)
  (1/70).............................................  2007      1.030          1.138                --
                                                       2006      1.000          1.030                --

  MIST MFS(R) Emerging Markets Equity Subaccount
  (Class A) (4/07)...................................  2007      2.460          3.116            24,639

  MIST MFS(R) Research International Subaccount
  (Class B) (4/07) *.................................  2007      1.574          1.662            57,376

  MIST MFS(R) Value Subaccount (Class A) (1/70)......  2007      1.432          1.529            25,260
                                                       2006      1.000          1.432            27,241

  MIST Neuberger Berman Real Estate Subaccount (Class
  A) (4/07)..........................................  2007      1.227          1.037           490,578
                                                       2006      1.000          1.227           824,805

  MIST PIMCO Inflation Protected Bond Subaccount
  (Class A) (4/07) *.................................  2007      1.038          1.105            66,495
</Table>

                                      A-32



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  MIST Pioneer Fund Subaccount (Class A) (1/70)......  2007      1.024          1.066            40,580
                                                       2006      1.000          1.024            62,738

  MIST Pioneer Mid-Cap Value Subaccount (Class A)
  (1/70).............................................  2007      1.118          1.238                --
                                                       2006      1.000          1.118                --

  MIST Pioneer Strategic Income Subaccount (Class A)
  (1/70).............................................  2007      1.534          1.623           156,928
                                                       2006      1.000          1.534           177,407

  MIST Third Avenue Small Cap Value Subaccount (Class
  B) (1/70) *........................................  2007      1.343          1.292           304,650
                                                       2006      1.000          1.343            11,926

MetLife Investment Funds, Inc.
  MetLife Investment Diversified Bond Subaccount
  (Class I) (3/99)...................................  2007      1.425          1.477                --
                                                       2006      1.377          1.425         4,163,264
                                                       2005      1.360          1.377         4,657,584
                                                       2004      1.310          1.360         4,115,266
                                                       2003      1.251          1.310         3,142,575
                                                       2002      1.157          1.251         3,360,816
                                                       2001      1.092          1.157         2,080,975
                                                       2000      0.979          1.092           601,543
                                                       1999      1.000          0.979           139,623

  MetLife Investment International Stock Subaccount
  (Class I) (3/99)...................................  2007      1.462          1.576                --
                                                       2006      1.165          1.462         1,877,384
                                                       2005      1.024          1.165         2,279,498
                                                       2004      0.899          1.024         2,148,904
                                                       2003      0.697          0.899         2,010,293
                                                       2002      0.904          0.697         2,025,194
                                                       2001      1.160          0.904         1,238,125
                                                       2000      1.272          1.160           474,746
                                                       1999      1.000          1.272            90,221

  MetLife Investment Large Company Stock Subaccount
  (Class I) (3/99)...................................  2007      0.881          0.924                --
                                                       2006      0.789          0.881         4,176,636
                                                       2005      0.746          0.789         4,775,451
                                                       2004      0.683          0.746         4,498,084
                                                       2003      0.537          0.683         4,110,325
                                                       2002      0.702          0.537         3,575,681
                                                       2001      0.840          0.702         2,080,499
                                                       2000      0.995          0.840           959,029
                                                       1999      1.000          0.995           228,230
</Table>

                                      A-33



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  MetLife Investment Small Company Stock Subaccount
  (Class I) (3/99)...................................  2007      2.369          2.376                --
                                                       2006      2.101          2.369           824,371
                                                       2005      1.974          2.101           940,105
                                                       2004      1.732          1.974           879,208
                                                       2003      1.220          1.732           844,568
                                                       2002      1.612          1.220           739,822
                                                       2001      1.600          1.612           542,731
                                                       2000      1.465          1.600           462,418
                                                       1999      1.000          1.465           113,574

Metropolitan Series Fund, Inc.
  MSF BlackRock Aggressive Growth Subaccount (Class
  D) (1/70)..........................................  2007      1.095          1.308           146,010
                                                       2006      1.000          1.095           166,266

  MSF BlackRock Bond Income Subaccount (Class A)
  (1/70).............................................  2007      1.349          1.423           377,755
                                                       2006      1.000          1.349           424,506

  MSF BlackRock Money Market Subaccount (Class A)
  (1/70).............................................  2007      1.196          1.247           522,939
                                                       2006      1.000          1.196           541,103

  MSF Capital Guardian U.S. Equity Subaccount (Class
  A) (4/07) *........................................  2007      1.154          1.098                --

  MSF FI Large Cap Subaccount (Class A) (1/70).......  2007      0.968          0.998           620,214
                                                       2006      1.000          0.968           872,082

  MSF FI Value Leaders Subaccount (Class D) (1/70)...  2007      1.396          1.442           751,945
                                                       2006      1.000          1.396         1,157,148

  MSF Lehman Brothers Aggregate Bond Index Subaccount
  (Class A) (11/07) *................................  2007      1.476          1.497         1,131,195

  MSF MetLife Aggressive Allocation Subaccount (Class
  B) (1/70)..........................................  2007      1.081          1.108            23,011
                                                       2006      1.000          1.081                --
                                                       2005      1.000          1.000                --

  MSF MetLife Conservative Allocation Subaccount
  (Class B) (1/70)...................................  2007      1.047          1.097           387,217
                                                       2006      1.000          1.047                --
                                                       2005      1.000          1.000                --

  MSF MetLife Conservative to Moderate Allocation
  Subaccount (Class B) (1/70)........................  2007      1.053          1.095         2,035,491
                                                       2006      1.000          1.053                --
                                                       2005      1.000          1.000                --
</Table>

                                      A-34



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  MSF MetLife Moderate Allocation Subaccount (Class
  B) (1/70)..........................................  2007      1.058          1.095         2,492,257
                                                       2006      1.000          1.058                --
                                                       2005      1.000          1.000                --

  MSF MetLife Moderate to Aggressive Allocation
  Subaccount (Class B) (1/70)........................  2007      1.112          1.145         1,900,889
                                                       2006      1.000          1.112                --
                                                       2005      1.000          1.000                --

  MSF MetLife Stock Index Subaccount (Class A)
  (11/07) *..........................................  2007      0.942          0.935         1,246,801

  MSF MFS(R) Total Return Subaccount (Class F)
  (1/70).............................................  2007      1.558          1.610         1,068,361
                                                       2006      1.000          1.558         1,461,415

  MSF Morgan Stanley EAFE(R) Index Subaccount (Class
  A) (11/07) *.......................................  2007      1.591          1.554           711,073

  MSF Oppenheimer Global Equity Subaccount (Class B)
  (1/70) *...........................................  2007      1.056          1.113           246,896
                                                       2006      1.000          1.056           269,938

  MSF Russell 2000(R) Index Subaccount (Class A)
  (11/07) *..........................................  2007      2.428          2.360           356,978

  MSF Western Asset Management High Yield Bond
  Subaccount (Class A) (1/70)........................  2007      1.684          1.752                --
                                                       2006      1.000          1.684           270,148

  MSF Western Asset Management U.S. Government
  Subaccount (Class A) (1/70) *......................  2007      1.453          1.506           413,047
                                                       2006      1.000          1.453           574,277

Money Market Portfolio
  Money Market Subaccount (4/99).....................  2006      1.151          1.164                --
                                                       2005      1.127          1.151           847,943
                                                       2004      1.125          1.127         1,106,052
                                                       2003      1.125          1.125         1,753,058
                                                       2002      1.119          1.125         1,258,377
                                                       2001      1.087          1.119           990,283
                                                       2000      1.032          1.087           700,403
                                                       1999      1.000          1.032           239,890

Oppenheimer Variable Account Funds
  Oppenheimer Main Street/VA Subaccount ( Service
  Shares) (5/04).....................................  2006      1.131          1.198                --
                                                       2005      1.078          1.131            14,297
                                                       2004      0.975          1.078            10,342
</Table>

                                      A-35



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

PIMCO Variable Insurance Trust
  PIMCO VIT Real Return Subaccount (Administrative
  Class) (7/05)......................................  2007      1.011          1.034                --
                                                       2006      1.012          1.011            72,677
                                                       2005      1.000          1.012            42,479

  PIMCO VIT Total Return Subaccount (Administrative
  Class) (6/01)......................................  2007      1.298          1.401           357,703
                                                       2006      1.260          1.298           539,536
                                                       2005      1.240          1.260           569,639
                                                       2004      1.192          1.240           378,880
                                                       2003      1.144          1.192           385,107
                                                       2002      1.057          1.144           388,046
                                                       2001      1.000          1.057            42,621

Putnam Variable Trust
  Putnam VT Discovery Growth Subaccount (Class IB)
  (12/01)............................................  2007      0.925          1.012            11,671
                                                       2006      0.839          0.925            11,671
                                                       2005      0.789          0.839            11,671
                                                       2004      0.739          0.789            11,671
                                                       2003      0.564          0.739            11,671
                                                       2002      0.808          0.564            11,671
                                                       2001      1.000          0.808                --

  Putnam VT International Equity Subaccount (Class
  IB) (5/01).........................................  2007      1.457          1.582                --
                                                       2006      1.150          1.457            65,112
                                                       2005      1.033          1.150            81,614
                                                       2004      0.897          1.033            85,063
                                                       2003      0.703          0.897            88,330
                                                       2002      0.861          0.703            89,130
                                                       2001      1.000          0.861            36,530

  Putnam VT Small Cap Value Subaccount (Class IB)
  (6/01).............................................  2007      2.035          2.179                --
                                                       2006      1.749          2.035           278,813
                                                       2005      1.647          1.749           319,412
                                                       2004      1.315          1.647           205,632
                                                       2003      0.886          1.315           173,137
                                                       2002      1.093          0.886           235,414
                                                       2001      1.000          1.093             1,734

The Travelers Series Trust
  Travelers AIM Capital Appreciation Subaccount
  (11/01)............................................  2006      0.957          1.022                --
                                                       2005      0.887          0.957            51,831
                                                       2004      0.840          0.887            72,426
                                                       2003      0.654          0.840            35,106
                                                       2002      0.867          0.654            38,688
                                                       2001      1.000          0.867                --
</Table>

                                      A-36



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  Travelers Convertible Securities Subaccount
  (5/04).............................................  2006      1.035          1.106                --
                                                       2005      1.040          1.035             5,612
                                                       2004      0.990          1.040                --

  Travelers Disciplined Mid Cap Stock Subaccount
  (6/99).............................................  2006      1.812          1.984                --
                                                       2005      1.625          1.812           288,657
                                                       2004      1.406          1.625           300,148
                                                       2003      1.060          1.406           298,395
                                                       2002      1.247          1.060           244,570
                                                       2001      1.310          1.247           156,409
                                                       2000      1.132          1.310            87,378
                                                       1999      1.000          1.132                --

  Travelers Equity Income Subaccount (3/99)..........  2006      1.285          1.354                --
                                                       2005      1.240          1.285         1,344,215
                                                       2004      1.137          1.240         1,226,765
                                                       2003      0.874          1.137         1,133,992
                                                       2002      1.024          0.874         1,011,873
                                                       2001      1.105          1.024           343,935
                                                       2000      1.021          1.105           212,588
                                                       1999      1.000          1.021           216,322

  Travelers Federated Stock Subaccount (4/99)........  2006      1.163          1.208                --
                                                       2005      1.113          1.163            59,781
                                                       2004      1.015          1.113            60,043
                                                       2003      0.802          1.015            60,043
                                                       2002      1.002          0.802            52,941
                                                       2001      0.993          1.002            24,072
                                                       2000      0.965          0.993             4,126
                                                       1999      1.000          0.965                --

  Travelers Large Cap Subaccount (3/99)..............  2006      0.919          0.949                --
                                                       2005      0.852          0.919           512,059
                                                       2004      0.807          0.852           512,693
                                                       2003      0.652          0.807           524,562
                                                       2002      0.851          0.652           448,487
                                                       2001      1.038          0.851           409,069
                                                       2000      1.224          1.038           334,348
                                                       1999      1.000          1.224           247,021
</Table>

                                      A-37



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  Travelers Mercury Large Cap Core Subaccount
  (3/99).............................................  2006      0.997          1.061                --
                                                       2005      0.897          0.997            49,017
                                                       2004      0.780          0.897            15,265
                                                       2003      0.649          0.780            15,265
                                                       2002      0.874          0.649            16,447
                                                       2001      1.136          0.874            17,029
                                                       2000      1.213          1.136            80,150
                                                       1999      1.000          1.213                --

  Travelers MFS(R) Mid Cap Growth Subaccount (5/99)..  2006      1.052          1.116                --
                                                       2005      1.029          1.052           189,859
                                                       2004      0.909          1.029           247,955
                                                       2003      0.668          0.909           256,356
                                                       2002      1.317          0.668           249,539
                                                       2001      1.739          1.317           238,188
                                                       2000      1.603          1.739           201,277
                                                       1999      1.000          1.603            22,378

  Travelers MFS(R) Total Return Subaccount (4/99)....  2006      1.400          1.449                --
                                                       2005      1.371          1.400         1,402,006
                                                       2004      1.240          1.371         1,303,774
                                                       2003      1.073          1.240         1,112,494
                                                       2002      1.141          1.073           994,730
                                                       2001      1.150          1.141           458,197
                                                       2000      0.994          1.150           177,102
                                                       1999      1.000          0.994            56,338

  Travelers MFS(R) Value Subaccount (5/04)...........  2006      1.190          1.289                --
                                                       2005      1.127          1.190            25,099
                                                       2004      0.969          1.127                --

  Travelers Mondrian International Stock Subaccount
  (4/99).............................................  2006      1.055          1.215                --
                                                       2005      0.971          1.055            80,241
                                                       2004      0.846          0.971            81,385
                                                       2003      0.663          0.846            57,438
                                                       2002      0.768          0.663            39,307
                                                       2001      1.049          0.768            43,074
                                                       2000      1.194          1.049            43,159
                                                       1999      1.000          1.194            13,922
</Table>

                                      A-38



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  Travelers Pioneer Fund Subaccount (5/99)...........  2006      0.890          0.947                --
                                                       2005      0.847          0.890            62,738
                                                       2004      0.768          0.847           128,011
                                                       2003      0.625          0.768           139,015
                                                       2002      0.903          0.625           177,705
                                                       2001      1.183          0.903           175,971
                                                       2000      0.959          1.183           136,065
                                                       1999      1.000          0.959            52,624

  Travelers Pioneer Mid Cap Value Subaccount (7/05)..  2006      1.001          1.057                --
                                                       2005      1.000          1.001                --

  Travelers Pioneer Strategic Income Subaccount
  (6/99).............................................  2006      1.455          1.473                --
                                                       2005      1.415          1.455            99,903
                                                       2004      1.285          1.415            48,519
                                                       2003      1.084          1.285            37,669
                                                       2002      1.032          1.084            29,999
                                                       2001      0.998          1.032            17,469
                                                       2000      1.010          0.998                --
                                                       1999      1.000          1.010                --

  Travelers Quality Bond Subaccount (3/99)...........  2006      1.300          1.292                --
                                                       2005      1.290          1.300           453,665
                                                       2004      1.259          1.290           428,682
                                                       2003      1.186          1.259           336,903
                                                       2002      1.130          1.186           324,873
                                                       2001      1.063          1.130           229,303
                                                       2000      1.002          1.063            89,190
                                                       1999      1.000          1.002            30,445

  Travelers Strategic Equity Subaccount (3/99).......  2006      0.871          0.911                --
                                                       2005      0.861          0.871           578,902
                                                       2004      0.787          0.861           781,329
                                                       2003      0.598          0.787           861,404
                                                       2002      0.908          0.598           907,697
                                                       2001      1.057          0.908         1,013,052
                                                       2000      1.303          1.057           787,876
                                                       1999      1.000          1.303           274,568

  Travelers Style Focus Series: Small Cap Growth
  Subaccount (1/70)..................................  2006      1.000          1.032                --
                                                       2005      1.000          1.000                --

  Travelers Style Focus Series: Small Cap Value
  Subaccount (1/70)..................................  2006      1.000          1.000                --
                                                       2005      1.000          1.000                --
</Table>

                                      A-39



          MRA -- SEPARATE ACCOUNT CHARGES 0.80% 3% AIR (CONTINUED)





<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               

  Travelers U.S. Government Securities Subaccount
  (3/99).............................................  2006      1.445          1.396                --
                                                       2005      1.396          1.445           664,291
                                                       2004      1.326          1.396           612,998
                                                       2003      1.301          1.326           641,656
                                                       2002      1.154          1.301           674,168
                                                       2001      1.099          1.154           329,688
                                                       2000      0.968          1.099           147,364
                                                       1999      1.000          0.968            81,239

Van Kampen Life Investment Trust
  Van Kampen LIT Comstock Subaccount (Class II)
  (8/03).............................................  2007      1.741          1.687            23,456
                                                       2006      1.512          1.741            18,593
                                                       2005      1.464          1.512            32,763
                                                       2004      1.257          1.464            35,463
                                                       2003      1.000          1.257            15,449

  Van Kampen LIT Enterprise Subaccount (Class II)
  (10/01)............................................  2007      0.926          1.034                --
                                                       2006      0.875          0.926                --
                                                       2005      0.817          0.875                --
                                                       2004      0.794          0.817                --
                                                       2003      0.637          0.794                --
                                                       2002      0.911          0.637                --
                                                       2001      1.000          0.911                --

  Van Kampen LIT Strategic Growth Subaccount (Class
  II) (1/02).........................................  2007      0.792          0.917                --
                                                       2006      0.778          0.792                --
                                                       2005      0.729          0.778                --
                                                       2004      0.688          0.729                --
                                                       2003      0.546          0.688                --
                                                       2002      0.817          0.546                --
                                                       2001      1.000          0.817                --

Wells Fargo Variable Trust
  Wells Fargo VT Advantage Small/Mid Cap Value
  Subaccount (7/99)..................................  2007      1.559          1.535             6,351
                                                       2006      1.358          1.559             6,351
                                                       2005      1.175          1.358             6,351
                                                       2004      1.014          1.175             6,351
                                                       2003      0.739          1.014             9,511
                                                       2002      0.969          0.739             9,511
                                                       2001      0.938          0.969             6,351
                                                       2000      0.877          0.938             6,351
                                                       1999      1.000          0.877             6,351
</Table>





                                      A-40



                  MRA -- SEPARATE ACCOUNT CHARGES 1.25% 140 FL


<Table>
<Caption>
                                                             UNIT VALUE AT                 NUMBER OF UNITS
                                                              BEGINNING OF  UNIT VALUE AT   OUTSTANDING AT
PORTFOLIO NAME                                         YEAR       YEAR       END OF YEAR     END OF YEAR
- --------------                                         ----  -------------  -------------  ---------------
                                                                               
Legg Mason Partners Variable Equity Trust
  LMPVET Equity Index Subaccount (Class II) (3/99)...  2007      0.967          0.988             --
                                                       2006      0.862          0.967             --
                                                       2005      0.850          0.862             --
                                                       2004      0.791          0.850             --
                                                       2003      0.636          0.791             --
                                                       2002      0.841          0.636             --
                                                       2001      0.986          0.841             --
                                                       2000      1.117          0.986             --
                                                       1999      1.000          1.117             --
</Table>




* We are currently waiving a portion of the Mortality and Expense Risk charge
for this Subaccount. Please see "Fee Table -- Annual Separate Account Charges"
for more information.

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

Funding options not listed above had no amounts allocated to them or were not
available as of December 31, 2007.

Number of Units Outstanding at the end of the year may include units for
Contracts in payout phase.

Variable Funding Option mergers and substitutions that occurred between January
1, 2005 and December 31, 2007 are displayed below. Please see Appendix B for
more information on Variable Funding Option mergers, substitutions and other
changes.

Effective on or about 02/25/05, The Travelers Series Trust-MFS(R) Emerging
Growth Portfolio merged into Travelers Series Trust-MFS(R) Mid Cap Growth
Portfolio and is no longer available as a funding option.

Effective on or about 05/01/06, AIM Variable Insurance Funds-AIM V.I. Premier
Equity Fund merged into AIM Variable Insurance Funds-AIM V.I. Core Equity
Portfolio and is no longer available as a funding option.

Effective on or about 05/01/06, Capital Appreciation Fund merged into Met
Investors Series Trust-Janus Capital Appreciation Portfolio-Class A and is no
longer available as a funding option.

Effective on or about 05/01/06, Managed Assets Trust merged into Metropolitan
Series Fund, Inc.-Legg Mason Partners Managed Assets Portfolio-Class A and is no
longer available as a funding option.

Effective on or about 05/01/06, Money Market Portfolio merged into Metropolitan
Series Fund, Inc.-Black Rock Money Market Portfolio-Class A and is no longer
available as a funding option.

Effective on or about 05/01/06, High Yield Bond Trust merged into Metropolitan
Series Fund, Inc.-Western Asset Management High Yield Bond Portfolio-Class A and
is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Disciplined Mid-Cap
Stock Portfolio merged into Met Investors Series Trust-Batterymarch Mid-Cap
Stock Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Style Focus Series:
Small Cap Value Portfolio merged into Met Investors Series Trust-Dreman Small-
Cap Value Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Mondrian
International Stock Portfolio merged into Met Investors Series Trust-Harris
Oakmark International Stock Portfolio-Class A and is no longer available as a
funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Convertible
Securities Portfolio merged into Met Investors Series Trust-Lord Abbett Bond
Debenture Portfolio-Class A and is no longer available as a funding option.


                                      A-41



Effective on or about 05/01/06, The Travelers Series Trust-Federated Stock
Portfolio merged into Met Investors Series Trust-Lord Abbett Growth and Income
Portfolio-Class B and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Mercury Large Cap
Core Portfolio merged into Met Investors Series Trust-Mercury Large-Cap Core
Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Met AIM Capital
Appreciation Portfolio merged into Met Investors Series Trust -- Met/AIM Capital
Appreciation Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-MFS(R) Value
Portfolio merged into Met Investors Series Trust -- MFS(R) Value Portfolio-Class
A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Pioneer Fund
Portfolio merged into Met Investors Series Trust-Pioneer Fund Portfolio-Class A
and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Pioneer Mid-Cap Value
Portfolio merged into Met Investors Series Trust-Pioneer Mid-Cap Value
Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Pioneer Strategic
Income Portfolio-Class A merged into Met Investors Series Trust-Pioneer
Strategic Income Portfolio-Class A and is no longer available as a funding
option.

Effective on or about 05/01/06, The Travelers Series Trust-MFS(R) Mid Cap Growth
Portfolio merged into Metropolitan Series Fund, Inc.-BlackRock Aggressive Growth
Portfolio-Class D and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Travelers Quality
Bond Portfolio merged into Metropolitan Series Fund, Inc.-BlackRock Bond Income
Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Large Cap Portfolio
merged into Metropolitan Series Fund, Inc.-FI Large Cap Portfolio-Class A and is
no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Strategic Equity
Portfolio Trust merged into Metropolitan Series Fund, Inc.-FI Large Cap
Portfolio-Class A and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-Equity Income
Portfolio merged into Metropolitan Series Fund, Inc.-FI Value Leaders Portfolio-
Class D and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-MFS(R) Total Return
merged into Metropolitan Series Fund, Inc.-MFS(R) Total Return Portfolio-Class F
and is no longer available as a funding option.

Effective on or about 05/01/06, The Travelers Series Trust-U.S. Government
Securities Portfolio merged into Metropolitan Series Fund, Inc.-Western Asset
Management U.S. Government Portfolio-Class A and is no longer available as a
funding option.

Effective on or about 05/01/06, Oppenheimer Variable Account Funds-Oppenheimer
Main Street Fund/VA-Service Shares was replaced Met Investors Series Trust-Lord
Abbett Growth and Income Portfolio-Class B and is no longer available as a
funding option.

Effective on or about 05/01/06, Franklin Templeton Variable Insurance Products
Trust-Mutual Shares Securities Fund-Class 2 Shares was replaced by Met Investors
Series Trust-Lord Abbett Growth and Income Portfolio and is no longer available
as a funding option.

Effective on or about 05/01/06, Delaware VIP Trust-Mutual VIP REIT Series-
Standard Class was replaced by Met Investors Series Trust-Neuberger Berman Real
Estate Portfolio and is no longer available as a funding option.

Effective on or about 05/01/06, Fidelity Variable Insurance Products-Fidelity
Asset Manager Portfolio-Service Class 2 was replaced by Metropolitan Series
Fund, Inc.-MFS(R) Total Return Portfolio-Class F and is no longer available as a
funding option.

Effective on or about 05/01/06, Janus Aspen Series-Janus Aspen Balanced
Portfolio-Service Shares was replaced by Metropolitan Series Fund, Inc.-MFS(R)
Total Return Portfolio-Class F and is no longer available as a funding option.


                                      A-42



Effective on or about 05/01/06, Franklin Templeton Variable Insurance Products
Trust-Franklin Templeton Growth Securities Fund-Class 2 Shares was replaced by
Metropolitan Series Fund, Inc.-Oppenheimer Global Equity Portfolio-Class B and
is no longer available as a funding option.

Effective on or about 05/01/06, Fidelity Variable Insurance Products Fund-VIP
Asset Manager Portfolio was replaced by Metropolitan Series Fund, Inc.-MFS(R)
Total Return Portfolio-Class F and is no longer available as a funding option.

Effective on or about 11/13/06, Lazard Retirement Series, Inc.-Lazard Small Cap
Portfolio was replaced by Met Investors Series Trust-Third Avenue Small Cap
Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, AIM Variable Insurance Funds-AIM V.I. Core
Equity Fund was replaced by Metropolitan Series Fund, Inc.-Capital Guardian U.S.
Equity Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Credit Suisse Trust-Credit Suisse Trust
Emerging Markets Portfolio was replaced by Met Investors Series Trust-MFS(R)
Emerging Markets Equity Portfolio and is no longer available as a funding
option.

Effective on or about 04/30/2007, Legg Mason Partners Investment Series-Legg
Mason Partners Variable Premier Selections All Cap Growth Portfolio merged into
Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable
Aggressive Growth Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Legg Mason Partners Variable Portfolios I,
Inc.-Legg Mason Partners Variable All Cap Portfolio merged into Legg Mason
Partners Variable Equity Trust-Legg Mason Partners Variable Fundamental Value
Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Legg Mason Partners Variable Portfolios V-Legg
Mason Partners Variable Small Cap Growth Opportunities Portfolio merged into
Legg Mason Partners Variable Equity Trust-Legg Mason Partners Variable Small Cap
Growth Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Legg Mason Partners Variable Portfolios I,
Inc.-Legg Mason Partners Variable Total Return Portfolio merged into Legg Mason
Partners Variable Equity Trust-Legg Mason Partners Variable Capital and Income
Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Lord Abbett Series Fund, Inc.-Lord Abbett
Growth and Income Portfolio was replaced by Met Investors Series Trust-Lord
Abbett Growth and Income Portfolio and is no longer available as a funding
option.

Effective on or about 04/30/2007, Lord Abbett Series Fund, Inc.-Lord Abbett Mid-
Cap Value Portfolio was replaced by Met Investors Series Trust-Lord Abbett Mid-
Cap Value Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Met Investors Series Trust-BlackRock Large-Cap
Core Portfolio -- Class A was exchanged for Met Investors Series Trust-BlackRock
Large-Cap Core Portfolio -- Class E and is no longer available as a funding
option.

Effective on or about 04/30/2007, Met Investors Series Trust-Pioneer Mid-Cap
Value Portfolio merged into Met Investors Series Trust-Lazard Mid-Cap Portfolio
and is no longer available as a funding option.

Effective on or about 04/30/2007, Metropolitan Series Funds, Inc.-Western Asset
Management High Yield Bond Portfolio merged into Met Investors Series Trust-
BlackRock High Yield Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, PIMCO Variable Insurance Trust-Real Return
Portfolio was replaced by Met Investors Series Trust-PIMCO Inflation Protected
Bond Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Putnam Variable Trust-Putnam VT International
Equity Fund was replaced by Met Investors Series Trust-MFS(R) Research
International Portfolio and is no longer available as a funding option.

Effective on or about 04/30/2007, Putnam Variable Trust-Putnam VT Small Cap
Value Fund was replaced by Met Investors Series Trust-Third Avenue Small Cap
Value Portfolio and is no longer available as a funding option.

Effective on or about 11/12/2007, MetLife Investment Funds, Inc.-MetLife
Investment Diversified Bond Portfolio was replaced by Metropolitan Series Fund,
Inc.-Lehman Brothers(R) Aggregate Bond Index Portfolio -- Class A and is no
longer available as a funding option.


                                      A-43



Effective on or about 11/12/2007, MetLife Investment Funds, Inc.-MetLife
Investment International Stock Portfolio was replaced by Metropolitan Series
Fund, Inc.-Morgan Stanley EAFE(R) Index Portfolio -- Class A and is no longer
available as a funding option.

Effective on or about 11/12/2007, MetLife Investment Funds, Inc.-MetLife
Investment Large Company Stock Fund was replaced by Metropolitan Series Fund,
Inc.-MetLife Stock Index Portfolio -- Class A and is no longer available as a
funding option.

Effective on or about 11/12/2007, MetLife Investment Funds, Inc.-MetLife
Investment Small Company Stock Fund was replaced by Metropolitan Series Fund,
Inc.-Russell 2000(R) Index Portfolio -- Class A and is no longer available as a
funding option.


                                      A-44



                                   APPENDIX B

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

              ADDITIONAL INFORMATION REGARDING THE UNDERLYING FUNDS

Some of the Underlying Funds listed below were subject to a merger, substitution
or other change. The charts below identify the former name and new name of each
of these Underlying Funds, and, where applicable, the former name and new name
of the trust of which the Underlying Fund is part.

UNDERLYING FUND NAME CHANGES

<Table>
<Caption>
                 FORMER NAME                                      NEW NAME
- ---------------------------------------------  ---------------------------------------------
                                              
MET INVESTORS SERIES TRUST                     MET INVESTORS SERIES TRUST
  Neuberger Berman Real Estate                   Clarion Global Real Estate
     Portfolio -- Class A                           Portfolio -- Class A
</Table>


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

<Table>
<Caption>
            FORMER UNDERLYING FUND                          NEW UNDERLYING FUND
- ---------------------------------------------  ---------------------------------------------
                                            
MET INVESTORS SERIES TRUST                     METROPOLITAN SERIES FUND, INC.
  MFS(R) Value Portfolio -- Class A            MFS(R) Value Portfolio -- Class A
MET INVESTORS SERIES TRUST                     MET INVESTORS SERIES TRUST
  Batterymarch Mid-Cap Stock                   Lazard Mid Cap Portfolio -- Class A
     Portfolio -- Class A
</Table>


UNDERLYING FUND SUBSTITUTIONS

The following new Underlying Funds were replaced by the former Underlying Funds.

<Table>
<Caption>
            FORMER UNDERLYING FUND                          NEW UNDERLYING FUND
- ---------------------------------------------  ---------------------------------------------
                                            
JANUS ASPEN SERIES                             METROPOLITAN SERIES FUND, INC.
  Worldwide Growth Portfolio -- Service        Oppenheimer Global Equity Portfolio -- Class
     Shares                                         B
DREYFUS VARIABLE INVESTMENT FUND               METROPOLITAN SERIES FUND, INC.
  Appreciation Portfolio -- Initial Shares     Davis Venture Value Portfolio -- Class A
  Developing Leaders Portfolio -- Initial      T. Rowe Price Small Cap Growth
     Shares                                         Portfolio -- Class B
VAN KAMPEN LIFE INVESTMENT TRUST               METROPOLITAN SERIES FUND, INC.
  Van Kampen LIT Strategic Growth              Jennison Growth Portfolio -- Class B
     Portfolio -- Class II
PUTNAM VARIABLE TRUST                          MET INVESTORS SERIES TRUST
  Putnam VT Discovery Growth Fund -- Class IB  Van Kampen Mid Cap Growth Portfolio -- Class
                                                    B
</Table>


UNDERLYING FUND SHARE CLASS EXCHANGE
The following former Underlying Fund share class was exchanged into the new
Underlying Fund share
class.

<Table>
<Caption>
      FORMER UNDERLYING FUND SHARE CLASS              NEW UNDERLYING FUND SHARE CLASS
- ---------------------------------------------  ---------------------------------------------
                                            
MET INVESTORS SERIES TRUST                     MET INVESTORS SERIES TRUST
  Lazard Mid Cap Portfolio -- Class B          Lazard Mid Cap Portfolio -- Class A
</Table>




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nk_ref'[QC]>APPENDIX C

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


                       PORTFOLIO LEGAL AND MARKETING NAMES


<Table>
<Caption>
        SERIES FUND/TRUST                   PORTFOLIO/SERIES                    MARKETING NAME
- ---------------------------------  ---------------------------------  ---------------------------------
                                                                
American Funds Insurance           Global Growth Fund                 American Funds Global Growth Fund
  Series(R)
American Funds Insurance           Growth-Income Fund                 American Funds Growth-Income Fund
  Series(R)
American Funds Insurance           Growth Fund                        American Funds Growth Fund
  Series(R)
Janus Aspen Series                 Mid Cap Growth Portfolio           Janus Aspen Series Mid Cap Growth
                                                                      Portfolio
Metropolitan Series Fund, Inc.     FI Large Cap Portfolio             FI Large Cap Portfolio (Fidelity)
Metropolitan Series Fund, Inc.     FI Value Leaders Portfolio         FI Value Leaders Portfolio
                                                                      (Fidelity)
PIMCO Variable Insurance Trust     Total Return Portfolio             PIMCO VIT Total Return Portfolio
Van Kampen Life Investment Trust   Van Kampen Life Investment Trust   Van Kampen LIT Comstock Portfolio
                                   Comstock Portfolio
Van Kampen Life Investment Trust   Van Kampen Life Investment Trust   Van Kampen LIT Enterprise
                                   Enterprise Portfolio               Portfolio
Fidelity(R) Variable Insurance     Contrafund(R) Portfolio            Fidelity VIP Contrafund(R)
  Products                                                            Portfolio
Fidelity(R) Variable Insurance     Dynamic Capital Appreciation       Fidelity VIP Dynamic Capital
  Products                         Portfolio                          Appreciation Portfolio
Fidelity(R) Variable Insurance     Mid Cap Portfolio                  Fidelity VIP Mid Cap Portfolio
  Products

</Table>


                    ANNUITY CONTRACT LEGAL AND MARKETING NAME

<Table>
<Caption>
         ANNUITY CONTACT                                                        MARKETING NAME
- ---------------------------------                                     ---------------------------------
                                                                
Registered Fixed Account                                              Fixed Account

</Table>





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nk_ref'[QC]>APPENDIX D

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

               CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information and
financial statements relating to the Separate Account and the Company. A list of
the contents of the Statement of Additional Information is set forth below:

                     The Insurance Company
                     Principal Underwriter
                     Distribution and Principal Underwriting Agreement
                     Valuation of Assets
                     Calculation of Money Market Yield
                     Independent Registered Public Accounting Firms
                     Condensed Financial Information
                     Financial Statements

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

COPIES OF THE STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 28, 2008 ARE
AVAILABLE WITHOUT CHARGE. TO REQUEST A COPY, PLEASE COMPLETE THE COUPON FOUND
BELOW AND MAIL IT TO: METLIFE INSURANCE COMPANY OF CONNECTICUT, ANNUITY
OPERATIONS AND SERVICES, ONE CITYPLACE, 185 ASYLUM STREET, 3 CP, HARTFORD,
CONNECTICUT, 06103-3415.

Name:

Address:

Form SAI Book 21 MetLife of CT Sep Acct Six

Form SAI Book 21 MetLife of CT Sep Acct Five


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nk_ref'[QC]>APPENDIX E

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

WHAT YOU NEED TO KNOW IF YOU ARE A TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANT

If you are a participant in the Texas Optional Retirement Program, Texas law
permits us to make withdrawals on your behalf only if you die, retire or
terminate employment in all Texas institutions of higher education, as defined
under Texas law. Any withdrawal you ask for requires a written statement from
the appropriate Texas institution of higher education verifying your vesting
status and (if applicable) termination of employment. Also, we require a written
statement from you that you are not transferring employment to another Texas
institution of higher education. If you retire or terminate employment in all
Texas institutions of higher education or die before being vested, amounts
provided by the state's matching contribution will be refunded to the
appropriate Texas institution. We may change these restrictions or add others
without your consent to the extent necessary to maintain compliance with the
law.


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nk_ref'[QC]>APPENDIX F

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

                                 COMPETING FUNDS

The Underlying Funds listed below are Competing Funds: defined as any investment
option under the Plan which, in our opinion consists primarily of fixed income
securities and/or money market instruments.

     -    BlackRock Money Market Portfolio

     -    Black Rock High Yield Portfolio

     -    BlackRock Bond Income Portfolio

     -    Lehman Brothers((R) )Aggregate Bond Index Portfolio

     -    Legg Mason Partners Variable Adjustable Rate Income Portfolio

     -    Legg Mason Partners Variable High Income Portfolio

     -    Lord Abbett Bond Debenture Portfolio

     -    PIMCO Inflation Protection Bond Portfolio

     -    PIMCO Total Return Portfolio

     -    Pioneer Strategic Income Portfolio

     -    Western Asset Management U.S. Government Portfolio


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nk_ref'[QC]>APPENDIX G

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

            WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT
                      NOT AVAILABLE UNDER SECTION 457 PLANS
         NOT AVAILABLE IF OWNER IS AGE 71 OR OLDER ON THE CONTRACT DATE.

PLEASE REFER TO YOUR CONTRACT FOR STATE VARIATIONS OF THIS WAIVER.

If, after the first Contract Year and before the Maturity Date, the Annuitant
begins confinement in an eligible nursing home, you may surrender or make
withdrawal, subject to the maximum withdrawal amount described below, without
incurring a withdrawal charge. In order for the Company to waive the withdrawal
charge, the withdrawal must be made during continued confinement in an eligible
nursing home after the qualifying period has been satisfied, or within sixty
(60) days after such confinement ends. The qualifying period is confinement in
an eligible nursing home for ninety (90) consecutive days. We will require proof
of confinement in a form satisfactory to us, which may include certification by
a licensed physician that such confinement is medically necessary.

An eligible nursing home is defined as an institution or special nursing unit of
a hospital which:

     (a)  is Medicare approved as a provider of skilled nursing care services;
          and

     (b)  is not, other than in name only, an acute care hospital, a home for
          the aged, a retirement home, a rest home, a community living center,
          or a place mainly for the treatment of alcoholism, mental illness or
          drug abuse.

                                       OR

Meets all of the following standards:

     (a)  is licensed as a nursing care facility by the state in which it is
          licensed;

     (b)  is either a freestanding facility or a distinct part of another
          facility such as a ward, wing, unit or swing-bed of a hospital or
          other facility;

     (c)  provides nursing care to individuals who are not able to care for
          themselves and who require nursing care;

     (d)  provides, as a primary function, nursing care and room and board; and
          charges for these services;

     (e)  provides care under the supervision of a licensed physician,
          registered nurse (RN) or licensed practical nurse (LPN);

     (f)  may provide care by a licensed physical, respiratory, occupational or
          speech therapist; and

     (g)  is not, other than in name only, an acute care hospital, a home for
          the aged, a retirement home, a rest home, a community living center,
          or a place mainly for the treatment of alcoholism, mental illness or
          drug abuse.

FILING A CLAIM: You must provide the Company with written notice of a claim
during continued confinement after the 90-day qualifying period, or within sixty
days after such confinement ends.

The maximum withdrawal amount for which we will waive the withdrawal charge is
the Contract Value on the next Valuation Date following written proof of claim,
less any Purchase Payments and associated credits made within a one-year period
before confinement in an eligible nursing home begins, less any Purchase
Payments and associated credits made on or after the Annuitant's 71st birthday.

We will pay any withdrawal requested under the scope of this waiver as soon as
we receive proper written proof of your claim, and we will pay the withdrawal in
a lump sum. You should consult with your personal tax adviser regarding the tax
impact of any withdrawals taken from your Contract.


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nk_ref'[QC]>APPENDIX H

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

                             MARKET VALUE ADJUSTMENT

(THIS SECTION IS APPLICABLE ONLY TO THE VARIABLE OR FIXED LIQUIDITY BENEFIT)

If you have selected any period certain option, you may elect to surrender a
payment equal to a portion of the present value of the remaining period certain
payments any time after the first Contract Year. There is a surrender charge of
5% of the amount withdrawn under this option.

For fixed Annuity Payments, we calculate the present value of the remaining
period certain payments using a current interest rate. The current interest rate
is the then current annual rate of return offered by Us on a new Fixed Annuity
Period Certain Only annuitizations for the amount of time remaining in the
certain period. If the period of time remaining is less that the minimum length
of time for which we offer a new Fixed Annuity Period Certain Only
annuitization, then the interest rate will be the rate of return for that
minimum length of time.

The formula for calculating the Present Value is as follows:
                                        N
                 Present Value =  [Payments X (1/1 + iC)(t/365)
                                      s = 1

Where

     iC = the interest rate described above

     n = the number of payments remaining in the Contract Owner's certain period
at the time of request for this benefit

     t = number of days remaining until that payment is made, adjusting for leap
years.

If you request a percentage of the total amount available, then the remaining
period certain payments will be reduced by that percentage for the remainder of
the certain period. After the certain period expires, any remaining payments, if
applicable, will increase to the level they would have been had no liquidation
taken place.

                                  ILLUSTRATION:

<Table>
                                                     
Amount Annuitized....................................   $12,589.80
Annuity Option.......................................   Life with 10 year certain period
Annuity Payments.....................................   $1,000 Annually -- first payment immediately
</Table>


For the purposes of illustration, assume after two years (immediately preceding
the third payment), you choose to receive full liquidity, and the current rate
of return that we are then crediting for 8 year fixed Period Certain Only
Annuitizations is 4.00%. The total amount available for liquidity is calculated
as follows:

          1000 + (1000/1.04) + (1000/1.04)2 + (1000/1.04)3 + (1000/1.04)4 +
          (1000/1.04)5 + (1000/1.04)6 + (1000/1.04)7 = $7002.06

The surrender penalty is calculated as 5% of $7,002.06, or $350.10.

The net result to you after subtraction of the surrender penalty of $350.10
would be $6,651.96.

You would receive no more payments for 8 years. After 8 years, if you are still
living, you will receive $1,000 annually until your death.


                                       H-1