REGISTRATION STATEMENT NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
METLIFE INSURANCE COMPANY OF CONNECTICUT
(Exact name of registrant as specified in its charter)
CONNECTICUT
(State or other jurisdiction of incorporation or organization)
06-0566090
(I.R.S. Employer Identification Number)
1300 HALL BOULEVARD, BLOOMFIELD, CONNECTICUT 06002-2910,
(860) 656-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
NICHOLAS D. LATRENTA, ESQ.
GENERAL COUNSEL
METLIFE INSURANCE COMPANY OF CONNECTICUT
1300 HALL BOULEVARD, BLOOMFIELD, CONNECTICUT 06002-2910,
(860) 656-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Diane E. Ambler, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006
AS SOON AS PRACTICABLE FOLLOWING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
<Table>
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X](Do not check if a smaller
reporting company) Smaller reporting company[ ]
</Table>
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
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Fixed Account Annuitization
Options with a Market
Value Adjustment Cash Out 10,000,000 Not applicable $10,000,000 $1,146
================================================================================================================================
</Table>
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
METLIFE INSURANCE COMPANY OF CONNECTICUT
METLIFE RETIREMENT ACCOUNT
LIQUIDITY BENEFIT
The Liquidity Benefit described in this prospectus is available only in
conjunction with the MetLife Retirement Account variable annuity contract (the
"Contract") issued by MetLife Insurance Company of Connecticut (the "Company").
The Contract is available in connection with certain retirement Plans that
qualify for special federal income tax treatment ("Qualified Contracts"). We may
issue the Contract 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. The specific
features of the Contract and the Separate Account are disclosed in greater
detail in the Contract prospectus.
The group annuity Contract may be issued to Contract Owners on an allocated
basis.
This prospectus explains:
- the Liquidity Benefit
- MetLife Insurance Company of Connecticut
- the Annuity Period
- Payment Options
- Surrender Charge
- Market Value Adjustment
- other aspects of the Liquidity Benefit
The Liquidity Benefit may not be available in all states or to all purchasers of
the Contract.
Your Contract is issued by the Company which is located at 1300 Hall Boulevard,
Bloomfield, Connecticut 06002-2910, telephone number 1-800-842-9406. MetLife
Investors Distribution Company, 5 Park Plaza, Suite 1900, Irvine CA 92614, is
the principal underwriter and distributor of the Contracts.
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.
MUTUAL FUNDS, ANNUITIES AND INSURANCE PRODUCTS 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 [.], 2012
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
Special Terms........................................................... 3
Summary................................................................. 5
The Insurance Company -- Liquidity Benefit -- Risk...................... 5
The Annuity Contract and Your Retirement Plan........................... 5
The Liquidity Benefit................................................... 6
The Annuity Period.................................................... 6
Allocation of Annuity................................................. 6
Fixed Annuity......................................................... 7
Liquidity Benefit (Benefit not available under 457 Plans)............. 7
Payment Options......................................................... 8
Election of Options................................................... 8
Annuity Options....................................................... 8
Miscellaneous Contract Provisions....................................... 9
Restrictions on Financial Transactions ............................... 9
Misstatement.......................................................... 9
Distribution of the Contracts........................................... 9
Distribution and Principal Underwriting Agreement..................... 9
Federal Tax Considerations.............................................. 12
Taxation of the Company............................................... 12
Information Regarding the Contracts................................... 12
Information Incorporated by Reference................................... 12
Experts................................................................. 12
Independent Registered Public Accounting Firm......................... 12
Appendix A: What You Need To Know If You Are A Texas Optional Retirement
Program Participant................................................... A-1
</Table>
2
SPECIAL TERMS
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In this prospectus, the following terms have the indicated meanings:
ACCUMULATION PERIOD -- The period before the commencement of Annuity Payments.
ACCUMULATION UNIT -- An accounting unit of measure used to calculate Contract
Values before Annuity Payments begin.
ANNUITANT -- A person on whose life the Maturity Date depends, and Annuity
Payments are made.
ANNUITY -- Payment of income for a stated period or amount.
ANNUITY PAYMENTS -- A series of periodic payments (i) for life; (ii) for life
with a minimum number of payments; (iii) for the joint lifetime of the Annuitant
and another person, and thereafter during the lifetime of the survivor; or (iv)
for a fixed period.
ANNUITY PERIOD -- The period following commencement of Annuity Payments.
BENEFICIARY (IES) -- The person(s) or trustee designated to receive any
remaining contractual benefits in the event of a Participant's, Annuitant's or
Contract Owner's death, as applicable.
CASH SURRENDER VALUE -- The Contract Value less any amounts deducted upon a
withdrawal or surrender, outstanding loans, if available under the Contract, any
applicable Premium Taxes or other surrender charges not previously deducted.
CERTIFICATE -- (If applicable), the document issued to Participants under a
master group Contract. Any reference in this prospectus to the Contract includes
the underlying Certificate.
CODE -- The Internal Revenue Code of 1986, as amended, and all related laws and
regulations, are in effect during the term of this Contract.
COMPANY (WE, US, OUR) -- MetLife Insurance Company of Connecticut.
CONTRACT -- For convenience, means the Contract or Certificate, (if applicable).
For example, Contract Year also means Certificate Year.
CONTRACT OWNER -- The person named in the Contract (on the specifications
page). For certain group Contracts, the Contract Owner is the trustee or other
entity which owns the Contract.
CONTRACT VALUE/ ACCOUNT VALUE/ CASH VALUE -- the value of the Accumulation
Units in Your Account (or a Participant's Individual Account, if applicable)
less any reductions for administrative charges (hereinafter referred to in the
prospectus as Contract Value).
CONTRACT DATE -- The date on which the Contract is issued. For certain group
Contracts, it is the date on which the Contract becomes effective, as shown on
the specifications page of the Contract.
CONTRACT YEAR -- Twelve-month periods beginning with the Contract Date or any
anniversary thereof.
FIXED ANNUITY -- An Annuity payout option with payments which remain fixed as
to dollar amount throughout the payment period and which do not vary with the
investment experience of a Separate Account.
FUNDING OPTIONS -- The variable investment options to which Purchase Payments
under the Contract may be allocated.
GENERAL ACCOUNT -- The General Account of the Company.
GOOD ORDER -- A request or transaction generally is considered in "Good Order"
if it complies with Our administrative procedures and the required information
is complete and accurate. A request or transaction may be rejected or delayed if
not in Good Order. If You have any questions, You should contact Us or Your
sales representative before submitting the form or request.
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HOME OFFICE -- The Home Office of MetLife Insurance Company of Connecticut,
1300 Hall Boulevard, Bloomfield, Connecticut 06002-2910, or any other office
that We may designate for the purpose of administering the Contract. The office
that administers Your Contract is located at 4700 Westown Parkway, Ste. 200,
West Des Moines, Iowa 50266.
INDIVIDUAL ACCOUNT -- An account which Accumulation Units are credited to a
Participant or Beneficiary under the Contract.
MATURITY DATE/ANNUITY COMMENCEMENT DATE -- The date on which the Annuity
Payments are to begin ,hereinafter referred to in the prospectus as Maturity
Date).
PAYMENT OPTION -- An Annuity or income option elected under Your Contract.
PLAN -- For a group Contract, the Plan or the arrangement used in a retirement
plan or program whereby the Purchase Payments and any gains are intended to
qualify under Sections 401, 403(b) or 457 of the Code.
PREMIUM TAX -- The amount of tax, if any, charged by the state or municipality.
PURCHASE PAYMENTS -- The premium payment(s) applied to the Contract less any
Premium Taxes (if applicable).
QUALIFIED CONTRACT -- A Contract used in a retirement plan or program that is
intended to qualify under Sections 401, 403, 408, 414(d) or 457 of the Code.
SEPARATE ACCOUNT -- A segregated account, the assets of which are invested
solely in the Underlying Funds. The assets of the Separate Account are held
exclusively for the benefit of Contract Owners.
SUBACCOUNT -- that portion of the assets of a Separate Account that is
allocated to a particular underlying Fund.
UNDERLYING FUND -- A portfolio of an open-end management investment company
that is registered with the SEC in which the Subaccounts invest.
VARIABLE ANNUITY -- An Annuity payout option providing for payments varying in
amount in accordance with the investment experience of the assets held in the
underlying securities of the Separate Account.
WRITTEN REQUEST -- Written instructions or information sent to Us in a form and
content satisfactory to Us and received in Good Order at Our Home Office.
YOU, YOUR -- "You", depending on the context, may be the Certificate
holder,participant or the Contract Owner and a natural person, a trust
established for the benefit of a natural person, or a charitable remainder
trust, or a Plan (or the employer purchaser who has purchased the Contract on
behalf of the Plan).
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SUMMARY
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This prospectus describes the Liquidity Benefit available as a feature under the
MetLife Retirement Account funded by MetLife of CT Separate Account Eleven. The
variable annuity Contract is registered with the Securities and Exchange
Commission. The Contract is used with:
- qualified pension and profit-sharing Plans
- tax-deferred annuity Plans (for public school teachers and employees
and employees of certain other tax-exempt and qualifying employers)
- individual retirement accounts
The Company issues the Contract. Purchase Payments made under the Contract and
directed to the Fixed Account Option become a part of the Company's General
Account. Purchase Payments may also be allocated to one or more Separate Account
options. The variable annuity contract and underlying mutual funds are described
in separate prospectuses. Please read all prospectuses carefully.
When You annuitize your Contract, You have the ability to choose whether to
receive regular payments ("Annuity Payments") on a variable or fixed basis. If
You choose a Fixed Annuity that guarantees payments for a minimum period of time
("period certain"), You may take a lump sum payment (equal to a portion of all
of the value of the remaining payments) any time after the first Contract Year.
(This is known as the Liquidity Benefit.) THERE IS A 5% SURRENDER CHARGE APPLIED
TO THE LUMP SUM AMOUNT WITHDRAWN PURSUANT TO THE LIQUIDITY BENEFIT. If You do
take a withdrawal under the Liquidity Benefit, We calculate the amount due to
You based on the present value of the remaining period certain payments using a
current interest rate. This calculation may result in a market value adjustment
applied to Your withdrawal.
THE INSURANCE COMPANY --
LIQUIDITY BENEFIT -- RISK
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MetLife Insurance Company of Connecticut is a stock insurance company chartered
in 1863 in the state of Connecticut and has been 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.
Benefit amounts, including any Liquidity Benefits, are paid from Our General
Account and are subject to the financial strength and claims paying ability of
the Company and Our long term ability to make such payments. We issue other
annuity contracts and life insurance policies where We pay all money We owe
under those contracts and policies from Our General Account. We are regulated as
an insurance company under state law, which includes, generally, limits on the
amount and type of investments in its General Account. However, there is no
guarantee that We will be able to meet Our claims paying obligations; there are
risks to purchasing any insurance product. A market value adjustment may
increase or decrease the amount payable upon the exercise of the Liquidity
Benefit. The Liquidity Benefit is subject to a 5% surrender charge.
The Company's Home Office is located at 1300 Hall Boulevard, Bloomfield,
Connecticut 06002-2910. The office that administers Your Contract is located at
4700 Westown Parkway, Ste. 200, West Des Moines, Iowa 50266.
THE ANNUITY CONTRACT AND YOUR RETIREMENT PLAN
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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 the availability of the Liquidity Benefit.
5
The Contract may provide that a Plan administrative fee will be paid by making a
withdrawal from Your Contract Value during the Accumulation Period. 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 Your
employer's retirement Plan. We will not be responsible for determining what Your
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 A for specific information which applies to You.
THE LIQUIDITY BENEFIT
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The Liquidity Benefit is available only in conjunction with the purchase of a
MetLife Retirement Account variable annuity contract issued by the Company. The
Contract is available as an individual or group Contract. Participants under the
MetLife Retirement Account are issued Certificates summarizing the provisions of
the group Contract. For convenience, We refer to both individual Contract Owners
and Participants as Contract Owners.
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. The Annuity Payment Options are described in
greater detail in the section titled "Payment Options."
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 90(th) 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.
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.
6
FIXED ANNUITY
You may choose a Fixed Annuity that provides payments that do not vary during
the Annuity Period. Your Contract contains the tables We use to determine Your
monthly Annuity Payments. The amount We apply to the tables will be the Contract
Value as of the date Annuity Payments begin, less any applicable Premium Taxes
not previously deducted.
The amount of Your 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 monthly Annuity Payment by multiplying
the benefit per $1,000 of value shown in the Contract tables by the number
thousands of dollars of Contract Value You apply to that Annuity option.
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 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
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 the period of time remaining is less
that the minimum length of time 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. 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 = [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.
ILLUSTRATION:
<Table>
Amount Annuitized $12,589.80
Annuity Option Life with 10 year certain period
Annuity Payments $1,000 Annually -- first payment
immediately
</Table>
7
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.
PAYMENT OPTIONS
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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). (See below for a description of each option.) For certain
Qualified Contracts, Annuity Option 4 (Joint and Last Survivor Life
Annuity -- Annuity Reduced on Death of Primary Payee) will be the automatic
option as described in the Contract.
The minimum amount that can be placed under an Annuity 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.
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. Where required by state law or
under a qualified retirement plan, the Annuitant's sex will not be taken into
account in calculating Annuity Payments. Annuity rates will not be less than the
rates guaranteed by the Contract at the time of purchase for the assumed
investment return and option elected. Due to underwriting, administrative or
Code considerations, the choice of percentage reduction and/or the duration of
the guarantee period may be limited.
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
8
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.
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
adviser 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
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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 instructions are received from
the appropriate regulator. We may also be required to provide additional
information about You and Your Contract to government regulators.
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.
DISTRIBUTION OF THE CONTRACTS
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DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT
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 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"). FINRA provides background information about
broker-dealers and their registered representatives through FINRA BrokerCheck.
You may contact the FINRA BrokerCheck Hotline at 1-800-289-9999, or log on to
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www.finra.org. An investor brochure that includes information describing FINRA
BrokerCheck is available through the Hotline or on-line.
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 and Plan
participants.
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 Funding Options invested in the
Contract. Alternatively, We may pay lower compensation on Funding Options 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, 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 MetLife Investors Distribution Company as well
as and with unaffiliated broker-dealer firms. The Company may enter into similar
arrangements with its other affiliates, MetLife Securities, Inc., Walnut Street
Securities, Inc. and New England Securities Corporation. A list of unaffiliated
broker-dealer firms which have entered into such arrangements is on Our website.
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 Morgan Stanley Investment
Advisers, Inc., MetLife Advisers, LLC and MetLife Investment Advisors Company,
LLC. MetLife Advisers, LLC and MetLife Investment Advisors Company, 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
10
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 Funding Options 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 Funding Options 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.
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 pays organizations, associations and non-profit
organizations fees to sponsor the Company's Variable Annuity contracts. MetLife
may also obtain access to an organization's members to market Our Variable
Annuity contracts. These organizations are compensated for their sponsorship of
Our Variable Annuity contracts in various ways. Primarily, they receive a flat
fee from MetLife. MetLife also compensates these organizations by funding their
programs, scholarships, events or awards, such as a principal of the year award.
MetLife may also lease their office space or pay fees for display space at their
events, purchase advertisements in their publications or reimburse or defray
their expenses. In some cases, MetLife hires organizations to perform
administrative services for Us, for which they are paid a fee based upon a
percentage of the account balances their members hold in the Contract. MetLife
also may retain finders and consultants to introduce MetLife to potential
clients and for establishing and maintaining relationships between MetLife and
various organizations. The finders and consultants are primarily paid flat fees
and may be reimbursed for their expenses. MetLife or Our affiliates may also pay
duly licensed individuals associated with these organizations cash compensation
for the sales of the Contracts.
11
FEDERAL TAX CONSIDERATIONS
--------------------------------------------------------------------------------
TAXATION OF THE COMPANY
The Company is taxed as a life insurance company under Part I of Subchapter L of
the Code. The assets underlying the Liquidity Benefit under the
Contracts will be owned by the Company. The income earned on such assets will be
the Company's income.
INFORMATION REGARDING THE CONTRACTS
Tax information regarding the Contracts/Certificates and distributions is
briefly described in the accompanying Contract prospectus.
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 annual report on Form 10-K was filed with the SEC on March 23, 2011
via EDGAR File No. 033-03094. The Form 10-K contains information for the period
ended December 31, 2010, about the Company, including consolidated audited
financial statements for the Company's latest fiscal year. The Form 10-K is
incorporated by reference into this prospectus. In addition, all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended ("Exchange Act") prior to the
termination of the offering, 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, 1300 Hall Boulevard,
Bloomfield, Connecticut, 06002-2910. The telephone number 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.
EXPERTS
--------------------------------------------------------------------------------
Legal matters in connection with federal laws and regulations affecting the
issue and sale of the Contracts described in this prospectus and the
organization of the Company, its authority to issue such Contracts under
Connecticut law and the validity of the forms of the Contracts under Connecticut
law have been passed on by legal counsel for the Company.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements, and the related financial statement
schedules, incorporated by reference in this Registration Statement from the
MetLife Insurance Company of Connecticut and subsidiaries' (the "Company's")
12
Annual Report on Form 10-K for the year ended December 31, 2010, have been
audited by Deloitte & Touche LLP, an independent registered public accounting
firm, as stated in their report (which expresses an unqualified opinion on the
consolidated financial statements and financial statement schedules and includes
an explanatory paragraph regarding changes in the Company's method of accounting
for the recognition and presentation of other-than-temporary impairment losses
for certain investments as required by accounting guidance adopted on April 1,
2009, and its method of accounting for certain assets and liabilities to a fair
value measurement approach as required by accounting guidance adopted on January
1, 2008), which is incorporated herein by reference. Such consolidated financial
statements and financial statement schedules have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
The principal address of Deloitte & Touche LLP is Two World Financial Center,
New York, NY 10281-1414.
13
THIS PAGE INTENTIONALLY LEFT BLANK.
APPENDIX A
--------------------------------------------------------------------------------
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.
A-1
METLIFE INSURANCE COMPANY OF CONNECTICUT
METLIFE RETIREMENT ACCOUNT
LIQUIDITY BENEFIT
Book 144 [.], 2012
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimate of Printing Costs: $7,800
Cost of Independent Registered Public Accounting Firm: $6,800
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's parent, MetLife, Inc. ("MetLife") has secured a Financial
Institutions Bond in the amount of $50,000,000, subject to a $5,000,000
deductible. MetLife also maintains Directors' and Officers' Liability insurance
coverage with limits of $400 million under which the Registrant and Registrant's
underwriter, as well as certain other subsidiaries of MetLife are covered. A
provision in MetLife, Inc.'s by-laws provides for the indemnification (under
certain circumstances) of individuals serving as directors or officers of
certain organizations, including the Depositor and the Underwriter.
Sections 33-770 et seq. inclusive of the Connecticut General Statutes ("C.G.S.")
regarding indemnification of directors and officers of Connecticut corporations
provides in general that Connecticut corporations shall indemnify their
officers, directors and certain other defined individuals against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses actually
incurred in connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally does not
apply unless (1) the individual is wholly successful on the merits in the
defense of any such proceeding; or (2) a determination is made (by persons
specified in the statute) that the individual acted in good faith and in the
best interests of the corporation and in all other cases, his conduct was at
least not opposed to the best interests of the corporation, and in a criminal
case he had no reasonable cause to believe his conduct was unlawful; or (3) the
court, upon application by the individual, determines in view of all of the
circumstances that such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. With respect
to proceedings brought by or in the right of the corporation, the statute
provides that the corporation shall indemnify its officers, directors and
certain other defined individuals, against reasonable expenses actually incurred
by them in connection with such proceedings, subject to certain limitations.
C.G.S. Section 33-778 provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or lesser
than that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed upon basis.
RULE 484 UNDERTAKING
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 16. EXHIBITS
(A) EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1. Distribution and Principal Underwriting Agreement. (Incorporated herein by
reference to Exhibit 1 to the Registration Statement on Form S-2, File No. 333-
51804 filed December 14, 2000.)
1(a). Agreement and Plan of Merger dated as of October 20, 2006. (Incorporated herein by
reference to Exhibit 1(a) to the Registration Statement on Form S-1, File No. 333-
138472 filed on November 7, 2006.)
</Table>
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1(b). Resolution of Board of Directors of MetLife Insurance Company of Connecticut
(including Agreement and Plan of Merger). (Incorporated herein by reference to
Exhibit 1(b) to the Registration Statement on Form S-1, File No. 333-147912, filed
on December 7, 2007.)
2. None.
3. Charter of The Travelers Insurance Company, as amended on October 19, 1994.
(Incorporated herein by reference to Exhibit 3(a)(i) to the Registration Statement
on Form S-2, File No. 033-58677, filed via Edgar on April 18, 1995.)
3(a). By-Laws of The Travelers Insurance Company, as amended on October 20, 1994.
(Incorporated herein by reference to Exhibit 3(b)(i) to the Registration Statement
Form S-2, File No. 033-58677, filed via Edgar on April 18, 1995.)
3(a)(i). Certificate of Amendment of the Charter as Amended and Restated of The Travelers
Insurance Company effective May 1, 2006. (Incorporated herein by reference to
Exhibit 6(c) to Post-Effective Amendment No. 14 to The Travelers Fund ABD for
Variable Annuities Registration Statement on Form N-4, File Nos. 033-65343/811-
07465 filed April 6, 2006.)
4. Contracts. (Incorporated herein by reference to Exhibit 4 to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-58809,
filed November 3, 1998.)
4(a). Company Name Change Endorsement. (Incorporated herein by reference to Exhibit 4(c)
to Post-Effective Amendment No. 14 to the Registration Statement on Form N-4, File
Nos. 033-65343/811-07465 filed April 6, 2006.)
4(b). Merger Endorsement (6-E48-07) (December 7, 2007). (Incorporated herein by
reference to Exhibit 4(b) to the Registration Statement on Form S-1, File No. 333-
147912, filed on December 7, 2007.)
4(c). Individual Retirement Annuity Qualification Rider. L-22445 1-08. (Incorporated
herein by reference to Exhibit 4(c) to the Registration Statement on Form S-1,
File No. 333-147912, filed on April 9, 2008.)
4(d). Code Section 457(B) Rider For Eligible Plan of a Governmental or a Tax-Exempt
Employer. L-22466 8-07. (Incorporated herein by reference to Exhibit 4(d) to the
Registration Statement on Form S-1, File No. 333-147912, filed on April 9, 2008.)
5. Opinion re: Legality of Shares. To be filed by amendment.
8. None.
9. None.
10. Master Retail Sales Agreement (MLIDC). (Incorporated herein by reference to
Exhibit 3(d) to Post-Effective Amendment No. 16 to MetLife of CT Fund ABD II for
Variable Annuities to the Registration Statement on Form N-4, File Nos. 033-
65339/811-07463 filed April 6, 2007.)
11. None.
12. None.
13. None.
15. None.
16. None.
23. Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
To be filed by amendment.
23(b). Consent of Counsel. To be filed by amendment.
24. Powers of Attorney authorizing Michele H. Abate, Paul G. Cellupica, John E.
Connolly, Jr., Myra L. Saul, and Marie C. Swift to act as signatory for Michael K.
Farrell, Maria R. Morris, Robert E. Sollmann, Jr., Stanley J. Talbi, and Peter M.
Carlson. Filed herein.
25. None.
26. None.
27. None.
</Table>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows, pursuant to Item 512 of
Regulation S-K:
1. To file, during any period in which offers or sales of the registered
securities are being made, a post-effective amendment to this registration
statement:
i. to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii. to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price set represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement, and
iii. to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
4. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of
first use.
5. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
6. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
7. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bloomfield, State of Connecticut, on January 5, 2012.
MetLife Insurance Company of Connecticut
(Registrant)
By: /s/ BENNETT KLEINBERG
------------------------------------
Vice President and Senior Actuary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on January 5, 2012.
<Table>
/s/ *MICHAEL K. FARRELL Director, President and Chief Executive
----------------------------------------------- Officer
(Michael K. Farrell)
/s/ *MARIA R. MORRIS Director
-----------------------------------------------
(Maria R. Morris)
/s/ *ROBERT E. SOLLMANN, JR. Director
-----------------------------------------------
(Robert E. Sollmann, Jr.)
/s/ *STANLEY J. TALBI Executive Vice President and Chief Financial
----------------------------------------------- Officer
(Stanley J. Talbi)
/s/ *PETER M. CARLSON Executive Vice President and Chief
----------------------------------------------- Accounting Officer
(Peter M. Carlson)
*By: /s/ MYRA L. SAUL
------------------------------------------
Myra L. Saul, Attorney-in-Fact
</Table>
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
24 Powers of Attorney
</Table>