[SUTHERLAND ASBILL & BRENNAN LLP LETTERHEAD] 1275 Pennsylvania Avenue NW
Washington, D.C. 20004-2415
202.383.0100
fax 202.637.3593
www.sablaw.com

W. THOMAS CONNER
DIRECT LINE: 202.383.0590
Internet: thomas.conner@sablaw.com

March 10, 2008

VIA EDGAR CORRESPONDENCE SUBMISSION
-----------------------------------

Ms. Alison White
Division of Investment Management
Office of Insurance Products
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

RE: METLIFE INVESTORS USA INSURANCE COMPANY, METLIFE INVESTORS INSURANCE
COMPANY, METLIFE INVESTORS USA SEPARATE ACCOUNT A, AND METLIFE INVESTORS
VARIABLE ANNUITY ACCOUNT ONE (FILE NOS. 333-54464 AND 333-151950)
-----------------------------------------------------------------

Dear Ms. White:

On behalf of MetLife Investors USA Insurance Company ("MLI USA"), MetLife
Investors Insurance Company ("MLI," and together with MLI USA, the "Companies")
and their respective separate accounts, MetLife Investors USA Separate Account A
and MetLife Investors Variable Annuity Account One, we are responding to the
comments that you orally provided to us on February 4, 2008 in connection with
the "Series VA" and the "Class XC" post-effective amendments filed on December
21, 2007 pursuant to paragraph (a)(1) of Rule 485 under the Securities Act of
1933 (the "1933 Act"). Each of the Staff's comments is set forth below, followed
by the Companies' response. A printer's proof of the Series VA prospectus
reflecting the responses is attached hereto.

(1) CLASS XC TABLE OF CONTENTS
--------------------------

COMMENT: Please correct the numbering in the Table of Contents.

RESPONSE: MLI has corrected the numbering in the Table of Contents.

Alison White, Esq.
March 10, 2008
Page 2

(2) HIGHLIGHTS
----------

COMMENT: Pages 6, 17, 30, 31, and 39 indicate state variations. Any state
variations where contracts are sold should be disclosed in the prospectus.

RESPONSE: The Companies have assessed the number of state variations that would
need to be disclosed on an ongoing basis, including free look rights, age
issuance limitations, transfer rights and limitations, the right to reject
purchase payments, the right to assess transfer fees, and general availability
of certain riders, and have determined that the list of the state variations
would be extremely lengthy and confusing to contract owners. In addition, state
variations are constantly changing so if the Companies were to disclose the
variations in the prospectus, they would continuously be required to "sticker"
the prospectus. Form N-4 does not require that state variations be disclosed and
the Companies believe that the current disclosure sufficiently alerts contract
owners to the fact that there are state variations among contracts and that
contract owners must therefore consult their own contract for the terms that
apply in their state. The Companies, therefore, believe that the administrative
costs involved with disclosing the state variations on an ongoing basis would
greatly outweigh any potential benefits.

COMMENT: On page 6, please revise the disclosure to remove any implications that
the prospectus cannot be relied upon.

RESPONSE: The Companies believe that the disclosure that states "[t]his
prospectus provides a general description of the contracts" and "[y]our actual
contract and any endorsements are the controlling documents" puts contract
owners on notice that the contract is first and foremost an insurance contract
under state law, and that the contract owners' rights and benefits are defined
in that contract. The Companies do not believe that such disclosure should be
deleted and do not think that it implies that the prospectus cannot be relied
upon. However, to add clarity, the Companies have replaced the statements with
the following: "This prospectus provides important information about the
contracts that we are offering. However, there are also a contract and
endorsements, which are separate documents from this prospectus."

COMMENT: In the "Free Look" subsection, please add disclosure stating that if
the surrender value is greater than premium payments on the effective date of a
"free look," the contract owner will receive the surrender value regardless of
state law.

RESPONSE: The Companies respectfully decline to make this change for the reasons
that were discussed in MLI USA's previous response to this comment in a response
letter that was submitted to you on December 21, 2007 in connection with
responses to comments relating to File Nos. 333-54466 and 333-96777.

COMMENT: In the "Free Look" subsection, please clarify whether the cancellation
request must be postmarked or received by the insurance company on the
appropriate day.

RESPONSE: In the "Free Look" subsection, the Companies have clarified that if
the cancellation request is mailed, it must be postmarked on the applicable day,
and if the cancellation is hand-delivered, it must be received on the applicable
day.

Alison White, Esq.
March 10, 2008
Page 3

(3) FEE TABLE
---------

COMMENT: Disclose the range of state premium taxes in the preamble or a
footnote.

RESPONSE: The Companies have revised the prospectus to disclose the range of
state premium taxes in the preamble.

COMMENT: If any of the underlying portfolios assess a redemption fee, please
include a footnote cross-referencing the narrative description of the fees and
consider disclosing the range of the fees.

RESPONSE: To the Companies' knowledge, none of the underlying portfolios assess
a redemption fee.

COMMENT: Please include the missing Fee Table information in a Rule 485(a)
filing.

RESPONSE: The Companies will include the missing Fee Table information in a Rule
485(a) filing. Please note that the Companies have also included the missing Fee
Table information in the attached printer's proof of the Series VA prospectus.

COMMENT: When updating the expenses of the underlying portfolios and underlying
fund-of-funds, please ensure that the waivers are within one year of the date of
the prospectus.

RESPONSE: When updating the expenses of the underlying portfolios and underlying
fund-of-funds, the Companies will ensure that the waivers are within one year
of the date of the prospectus.

(4) EXPENSE EXAMPLES
----------------

COMMENT: Please provide us with expense examples prior to the effective date.

RESPONSE: The Companies will provide expense examples prior to the effective
date, but of course will not be able to calculate the examples until they
receive fee information from the underlying portfolios.

(5) THE ANNUITY CONTRACT
--------------------

COMMENT: On page 17, disclose the absolute minimum interest rate offered on the
fixed account.

RESPONSE: The Companies have revised the prospectus to disclose the absolute
minimum interest rate offered on the fixed account.

(6) LIVING BENEFITS
---------------

COMMENT: Please add a chart comparing the living benefits.

Alison White, Esq.
March 10, 2008
Page 4

RESPONSE: The Companies have added a chart comparing the living benefits.

(7) ALLOCATION OF PURCHASE PAYMENTS
-------------------------------

COMMENT: If a contract owner chooses to allocate to more than 18 investment
portfolios and the Companies do not receive prior notice, what do the Companies
do with the payment? Is it placed in the fixed account or the money market
account? Is it allocated pursuant to prior instructions? If the payment is not
allocated pursuant to the prior instructions, please provide the legal
authority.

RESPONSE: If a contract owner chooses to allocate to more than 18 investment
portfolios and the Companies do not receive prior notice, the Companies will
contact the contract owner to obtain instructions. If the Companies cannot reach
the contract owner, then the Companies will return the payment to the contract
owner. The Companies are not aware of any legal authority that prevents them
from handling these situations in this manner.

(8) PRODUCT CHARGES
---------------

COMMENT: Although death benefit charges are no longer deducted in the income
phase, please clarify that death benefit charges are not deducted in calculating
accumulation unit values.

RESPONSE: The Companies have revised the prospectus to clarify that the death
benefit charge for the Enhanced Death Benefit is not deducted in calculating
accumulation unit values. However, the death benefit charges for the Annual
Step-Up Death Benefit, the Additional Death Benefit-Earnings Preservation
Benefit, and the Compounded Plus Death Benefit are deducted in calculating
accumulation unit values during the accumulation phase.

(9) OPTIONAL DEATH BENEFIT--ENHANCED DEATH BENEFIT--OPTIONAL STEP-UP
----------------------------------------------------------------

COMMENT: If a contract owner discontinues automatic annual step-ups, does the
charge end?

RESPONSE: The Companies have revised the prospectus to clarify that if a
contract owner discontinues automatic annual step-ups, the charge for the
optional death benefit does not end. This is because even though a contract
owner chooses not to receive automatic step-ups, the contract owner will still
receive the death benefit and may elect optional step-ups or choose to reinstate
automatic annual step-ups.

COMMENT: Please advise why certain age ranges are bracketed.

RESPONSE: The Companies bracketed certain age ranges because these age ranges
were not final. The Companies have revised the prospectus to include the final
age ranges.

(10) TANDY REPRESENTATION
--------------------

COMMENT: Please provide the appropriate Tandy representations.

Alison White, Esq.
March 10, 2008
Page 5

RESPONSE: The Companies will submit a letter under separate cover acknowledging
the Tandy representations.

We hope that you will find these responses satisfactory. We appreciate the
Staff's assistance in reviewing these filings. As we have discussed, because of
the number of prospectuses the Companies need to begin printing on April 1,
2008. If you have any questions or comments, please contact the undersigned at
(202) 383-0590 or Lisa Flanagan at (202) 383-0873.

Sincerely,

/s/ W. Thomas Conner
----------------------------------------
W. Thomas Conner

Enclosures

cc: Michele Abate, Esq.
Mary Thornton, Esq.
Lisa Flanagan, Esq.

THE VARIABLE ANNUITY CONTRACT

ISSUED BY

METLIFE INVESTORS USA INSURANCE COMPANY

AND

METLIFE INVESTORS USA SEPARATE ACCOUNT A

SERIES VA

APRIL __, 2008

This prospectus describes the flexible premium deferred variable annuity
contract offered by MetLife Investors USA Insurance Company (MetLife Investors
USA or we or us). The contracts are offered for individuals and some tax
qualified and non-tax qualified retirement plans.

The annuity contract has 32 investment choices - a fixed account that offers an
interest rate guaranteed by us, and 31 investment portfolios listed below. You
can put your money in the fixed account and/or any of these investment
portfolios.

MET INVESTORS SERIES TRUST (CLASS B):

Met/AIM Small Cap Growth Portfolio

Goldman Sachs Mid-Cap Value Portfolio

Harris Oakmark International Portfolio

Lazard Mid-Cap Portfolio

Legg Mason Partners Aggressive Growth Portfolio

Legg Mason Value Equity Portfolio

Loomis Sayles Global Markets Portfolio

Lord Abbett Bond Debenture Portfolio

Lord Abbett Growth and Income Portfolio

MFS (Reg. TM) Emerging Markets Equity Portfolio

MFS (Reg. TM) Research International Portfolio

Neuberger Berman Real Estate Portfolio

PIMCO Inflation Protected Bond Portfolio

PIMCO Total Return Portfolio

Rainier Large Cap Equity Portfolio

RCM Technology Portfolio

T. Rowe Price Mid-Cap Growth Portfolio

Third Avenue Small Cap Value Portfolio

Turner Mid-Cap Growth Portfolio

Van Kampen Comstock Portfolio

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

BlackRock Money Market Portfolio

Davis Venture Value Portfolio (Class E)

Harris Oakmark Focused Value Portfolio

Jennison Growth Portfolio

MetLife Stock Index Portfolio

Western Asset Management U.S. Government Portfolio

MET INVESTORS SERIES TRUST - METLIFE ASSET ALLOCATION PROGRAM (CLASS B):

MetLife Defensive Strategy Portfolio

MetLife Moderate Strategy Portfolio

MetLife Balanced Strategy Portfolio

MetLife Growth Strategy Portfolio

MetLife Aggressive Strategy Portfolio

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

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

To learn more about the MetLife Investors USA Variable Annuity Contract, you can
obtain a copy of the Statement of Additional Information (SAI) dated April __,
2008. The SAI has been filed with the Securities and Exchange Commission (SEC)
and is legally a part of the prospectus. The SEC maintains a Web site
(http://www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding companies that file electronically with the SEC.
The Table of Contents of the SAI is on Page 74 of this prospectus. For a free
copy of the SAI, call us at (800) 343-8496, visit our website at
WWW.METLIFEINVESTORS.COM, or write to us at: 5 Park Plaza, Suite 1900, Irvine,
CA 92614.

The contracts:

.. are not bank deposits

.. are not FDIC insured

.. are not insured by any federal government agency

.. are not guaranteed by any bank or credit union

.. may be subject to loss of principal

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

April __, 2008

TABLE OF CONTENTS PAGE

INDEX OF SPECIAL TERMS ................................................... 5
HIGHLIGHTS ............................................................... 6
FEE TABLES AND EXAMPLES .................................................. 8
1. THE ANNUITY CONTRACT .................................................. 17
Market Timing ....................................................... 17
2. PURCHASE .............................................................. 18
Purchase Payments ................................................... 18
Termination for Low Account Value ................................... 18
Allocation of Purchase Payments ..................................... 18
Investment Allocation Restrictions for Certain Riders ............... 19
Free Look ........................................................... 20
Accumulation Units .................................................. 20
Account Value ....................................................... 21
Replacement of Contracts ............................................ 21
3. INVESTMENT OPTIONS .................................................... 21
Transfers ........................................................... 23
Dollar Cost Averaging Programs ...................................... 26
Three Month Market Entry Program .................................... 28
Automatic Rebalancing Program ....................................... 28
Description of the MetLife Asset Allocation Program ................. 28
Voting Rights ....................................................... 29
Substitution of Investment Options .................................. 29
4. EXPENSES .............................................................. 29
Product Charges ..................................................... 29
Account Fee ......................................................... 30
Guaranteed Minimum Income
Benefit - Rider Charge ............................................ 30
Lifetime Withdrawal Guarantee and
Guaranteed Withdrawal
Benefit - Rider Charge ............................................ 31
Guaranteed Minimum Accumulation
Benefit - Rider Charge ............................................ 32
Withdrawal Charge ................................................... 32
Reduction or Elimination of the Withdrawal
Charge ............................................................ 33
Premium and Other Taxes ............................................. 34
Transfer Fee ........................................................ 34
Income Taxes ........................................................ 34
Investment Portfolio Expenses ....................................... 34
5. ANNUITY PAYMENTS
(THE INCOME PHASE) .................................................. 34
Annuity Date ........................................................ 34
Annuity Payments .................................................... 34
Annuity Options ..................................................... 35
6. ACCESS TO YOUR MONEY .................................................. 37
Systematic Withdrawal Program ....................................... 38
Suspension of Payments or Transfers ................................. 38
7. LIVING BENEFITS ....................................................... 39
Overview of Living Benefit Riders ................................... 39
Guaranteed Income Benefits .......................................... 39
Description of GMIB Plus II ......................................... 41
Description of GMIB Plus I .......................................... 44
Description of GMIB II .............................................. 45
Description of GMIB I ............................................... 46
Guaranteed Withdrawal Benefits ...................................... 46
Description of the Lifetime
Withdrawal Guarantee II ........................................... 47
Description of the Lifetime
Withdrawal Guarantee I ............................................ 52
Description of the Enhanced Guaranteed
Withdrawal Benefit ................................................ 53
Description of the Guaranteed
Withdrawal Benefit I .............................................. 56
Guaranteed Minimum Accumulation Benefit ............................. 56
8. PERFORMANCE ........................................................... 61
9. DEATH BENEFIT ......................................................... 61
Upon Your Death ..................................................... 61
Standard Death Benefit - Principal Protection ....................... 62
Optional Death Benefit - Annual Step-Up ............................. 62
Optional Death Benefit - Enhanced Death Benefit ..................... 62
Optional Death Benefit - Compounded-Plus ............................ 64
Additional Death Benefit - Earnings Preservation Benefit ............ 65
General Death Benefit Provisions .................................... 65
Spousal Continuation ................................................ 66
Death of the Annuitant .............................................. 66
Controlled Payout ................................................... 66
10. FEDERAL INCOME TAX STATUS ............................................ 67
Taxation of Non-Qualified Contracts ................................. 67
Taxation of Qualified Contracts ..................................... 69
Tax Benefits Related to the Assets of the Separate Account .......... 72
Possible Tax Law Changes ............................................ 72
11. OTHER INFORMATION .................................................... 72
MetLife Investors USA ............................................... 72
The Separate Account ................................................ 72
Distributor ......................................................... 72
Selling Firms ....................................................... 73
Requests and Elections .............................................. 74
Ownership ........................................................... 75
Legal Proceedings ................................................... 76
Financial Statements ................................................ 76

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION ............. 76
APPENDIX A ............................................................... A-1
Condensed Financial Information ..................................... A-1
APPENDIX B ............................................................... B-1
Participating Investment Portfolios.................................. B-1
APPENDIX C ............................................................... C-1
EDCA Examples with Multiple Purchase Payments ....................... C-1
APPENDIX D ............................................................... D-1
Guaranteed Minimum Income Benefit Examples .......................... D-1
APPENDIX E ............................................................... E-1
Guaranteed Withdrawal Benefit Examples .............................. E-1

INDEX OF SPECIAL TERMS

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

PAGE

Account Value.................................................................21
Accumulation Phase............................................................17
Accumulation Unit.............................................................20
Annual Benefit Payment.................................................48 and 53
Annuitant.....................................................................75
Annuity Date..................................................................34
Annuity Options...............................................................35
Annuity Payments..............................................................34
Annuity Units.................................................................35
Beneficiary...................................................................75
Benefit Base..................................................................53
Business Day..................................................................18
Death Benefit Base............................................................62
Fixed Account.................................................................17
Guaranteed Accumulation Amount................................................56
Guaranteed Withdrawal Amount..................................................54
GWB Withdrawal Rate...........................................................53
Income Base...................................................................41
Income Phase..................................................................17
Investment Portfolios.........................................................21
Joint Owners..................................................................75
Owner.........................................................................75
Purchase Payment..............................................................18
Remaining Guaranteed Withdrawal Amount........................................48
Separate Account..............................................................72
Total Guaranteed Withdrawal Amount............................................47

HIGHLIGHTS

The variable annuity contract that we are offering is a contract between you,
the owner, and us, the insurance company, where you agree to make at least one
purchase payment to us and we agree to make a series of annuity payments at a
later date. The contract has a maximum issue age and you should consult with
your registered representative. The contract provides a means for investing on a
tax-deferred basis in our fixed account and the investment portfolios. The
contract is intended for retirement savings or other long-term investment
purposes. When you purchase the contract, you can choose an optional death
benefit and fixed and variable income options. You can also select a guaranteed
minimum income benefit ("GMIB"), a guaranteed withdrawal benefit ("GWB"), or the
guaranteed minimum accumulation benefit ("GMAB").

The contract, like all deferred annuity contracts, has two phases: the
accumulation phase and the income phase. During the accumulation phase, earnings
accumulate on a tax-deferred basis and are taxed as income when you make a
withdrawal. If you make a withdrawal during the accumulation phase, we may
assess a withdrawal charge of up to 7%. The income phase occurs when you or a
designated payee begin receiving regular annuity payments from your contract.
You and the annuitant (the person on whose life we base annuity payments) do not
have to be the same, unless you purchase a tax qualified contract or elect a
GMIB (see "Annuity Payments (The Income Phase) - Guaranteed Minimum Income
Benefit").

You can have annuity payments made on a variable basis, a fixed basis, or a
combination of both. If you choose variable annuity payments, the amount of the
variable annuity payments will depend upon the investment performance of the
investment portfolio(s) you select for the income phase. If you choose fixed
annuity payments, the amount of each payment will not change during the income
phase.

TAX DEFERRAL AND QUALIFIED PLANS. The contracts are offered for individuals and
some tax qualified and non-tax qualified retirement plans. For any tax qualified
account (e.g., an IRA or 403(b) plan), the tax deferred accrual feature is
provided by the tax qualified retirement plan. Therefore, there should be
reasons other than tax deferral for acquiring the contract within a qualified
plan. (See "Federal Income Tax Status.")

STATE VARIATIONS. Contracts issued in your state may provide different features
and benefits from, and impose different costs than, those described in this
prospectus. This prospectus provides important information about the contracts
that we are offering. However, there are also a contract and endorsements, which
are separate documents from this prospectus. If you would like to review a copy
of the contract and endorsements, contact our Annuity Service Center.

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

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

NON-NATURAL PERSONS AS OWNERS. If the owner of a non-qualified annuity contract
is not a natural person (e.g., a corporation, partnership or certain trusts),
gains under the contract are generally not eligible for tax deferral. The owner
of this contract can be a natural person, a trust established for the exclusive
benefit of a natural person, a charitable remainder trust or other trust
arrangement (if approved by us). The owner of this contract can also be a
beneficiary of a deceased person's contract that is an Individual Retirement
Account or non-qualified deferred annuity. A contract generally may have two
owners (both of whom must be individuals). The contract is not available to
corporations or other business organizations, except to

the extent an employer is the purchaser of a SEP or SIMPLE IRA contract. Subject
to state approval, certain retirement plans qualified under the Internal Revenue
Code may purchase the contract.

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

MetLife Investors Distribution Company

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

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

FEE TABLES AND EXAMPLES

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

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

OWNER TRANSACTION EXPENSES TABLE

WITHDRAWAL CHARGE (Note 1) 7%
(as a percentage of purchase payments)
TRANSFER FEE (Note 2) $0 (First 12 per year)
$25 (Thereafter)

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

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

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

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

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

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

ACCOUNT FEE (Note 1) $30

SEPARATE ACCOUNT ANNUAL EXPENSES*

(referred to as Separate Account Product Charges)

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

Mortality and Expense Charge 1.05%
Administration Charge 0.25%
----
Total Separate Account Annual Expenses 1.30%
Death Benefit Rider Charges (Optional)**
(as a percentage of average account
value in the Separate Account)
Optional Death Benefit - Annual Step-Up 0.20%
Optional Death Benefit - Compounded-Plus 0.35%
Additional Death Benefit - Earnings 0.25%
Preservation Benefit
Total Separate Account Annual Expenses
Including Highest Charges for Optional 1.90%
Death Benefits

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

Note 1. An Account Fee of $30 is charged on the last day of each contract year
if account value is less than $50,000. Different policies apply during the
income phase of the contract. (See "Expenses.")

*Certain charges and expenses for contracts issued before May 1, 2003, are
different. Certain charges and expenses may not apply during the income phase of
the contract. (See "Expenses.")

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

ADDITIONAL OPTIONAL RIDER CHARGES*

GUARANTEED MINIMUM INCOME BENEFIT RIDER CHARGES
GMIB Plus II and I Prior to Optional 0.80% of the Income Base (Note 1)
Step-Up/Reset
GMIB Plus II and I Upon Optional 1.50% of the Income Base (Note 1)
Step-Up/Reset
(maximum)
GMIB II and GMIB I 0.50% of the Income Base (Note 1)
LIFETIME WITHDRAWAL GUARANTEE RIDER CHARGES
Lifetime Withdrawal Guarantee II 0.65% of the Total Guaranteed Withdrawal Amount
(Single Life
Version) Prior to Automatic Annual (Note 2)
Step-Up
Lifetime Withdrawal Guarantee II 1.25% of the Total Guaranteed Withdrawal Amount
(Single Life
Version) Upon Automatic Annual Step-Up (Note 2)
(maximum)
Lifetime Withdrawal Guarantee II 0.85% of the Total Guaranteed Withdrawal Amount
(Joint Life
Version) Prior to Automatic Annual (Note 2)
Step-Up
Lifetime Withdrawal Guarantee II 1.50% of the Total Guaranteed Withdrawal Amount
(Joint Life
Version) Upon Automatic Annual Step-Up (Note 2)
(maximum)
Lifetime Withdrawal Guarantee I 0.50% of the Total Guaranteed Withdrawal Amount
(Single Life
Version) Prior to Automatic Annual (Note 2)
Step-Up
Lifetime Withdrawal Guarantee I 0.95% of the Total Guaranteed Withdrawal Amount
(Single Life
Version) Upon Automatic Annual Step-Up (Note 2)
(maximum)
Lifetime Withdrawal Guarantee I 0.70% of the Total Guaranteed Withdrawal Amount
(Joint Life
Version) Prior to Automatic Annual (Note 2)
Step-Up
Lifetime Withdrawal Guarantee I 1.40% of the Total Guaranteed Withdrawal Amount
(Joint Life
Version) Upon Automatic Annual Step-Up (Note 2)
(maximum)

*Certain rider charges for contracts issued before July 16, 2007, are different.
Certain charges and expenses may not apply during the income phase of the
contract. (See "Expenses.")

Note 1. On the issue date, the Income Base is equal to your initial purchase
payment. The Income Base is adjusted for subsequent purchase payments and
withdrawals. See "Annuity Payments (The Income Phase) - Guaranteed Minimum
Income Benefit" for a definition of the term Income Base.

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

GUARANTEED WITHDRAWAL BENEFIT RIDER CHARGES
Enhanced Guaranteed Withdrawal 0.55% of the Guaranteed Withdrawal Amount
Benefit Rider
Charge Prior to Optional Reset (Note 3)

Enhanced Guaranteed Withdrawal 1.00% of the Guaranteed Withdrawal Amount
Benefit Rider
Charge Upon Optional Reset (maximum) (Note 3)

Guaranteed Withdrawal Benefit Rider 0.50% of the Guaranteed Withdrawal Amount
Charge
Prior to Optional Reset (Note 3)
Guaranteed Withdrawal Benefit Rider 0.95% of the Guaranteed Withdrawal Amount
Charge
Upon Optional Reset (maximum) (Note 3)

GUARANTEED MINIMUM ACCUMULATION BENEFIT 0.75% of the Guaranteed Accumulation Amount
RIDER CHARGE (Note 4)
ENHANCED DEATH BENEFIT RIDER CHARGES
Enhanced Death Benefit Rider Charge 0.65% of the Death Benefit Base (Note 5)
Prior to
Optional Reset (issue age 69 or
younger)
Enhanced Death Benefit Rider Charge 0.85% of the Death Benefit Base (Note 5)
Prior to
Optional Reset (issue age 70-75)
Enhanced Death Benefit Rider Charge 1.50% of the Death Benefit Base (Note 5)
Upon
Optional Reset (maximum)

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

Note 4. The Guaranteed Accumulation Amount is initially set at an amount equal
to a percentage of your initial purchase payment. The Guaranteed Accumulation
Amount is adjusted for additional purchase payments made during the first 120
days of the contract and for withdrawals. See "Living Benefits - Guaranteed
Minimum Accumulation Benefit" for a definition of the term Guaranteed
Accumulation Amount.

Note 5. The Death Benefit Base is initially set at an amount equal to your
initial purchase payment. The Death Benefit Base may increase with additional
purchase payments. See "Death Benefit - Enhanced Death Benefit" for a definition
of the term Death Benefit Base. If you elect both the Enhanced Death Benefit
rider and the GMIB Plus II rider, the charge for the Enhanced Death Benefit will
be reduced to 0.60% of the Death Benefit Base if you are age 69 or younger at
issue and 0.80% of the Death Benefit Base if you are age 70-75 at issue.

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

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

[TO BE UPDATED BY AMENDMENT] Minimum Maximum
------- -------
Total Annual Portfolio Expenses 0.55% 1.76%
(expenses that are deducted from
investment portfolio assets,
including management fees,
12b-1/service fees, and other
expenses)

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

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

INVESTMENT PORTFOLIO EXPENSES

(as a percentage of the average daily net assets of an investment portfolio)

[TO BE UPDATED BY AMENDMENT]

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

NET
TOTAL CONTRACTUAL TOTAL
ANNUAL EXPENSE ANNUAL
MANAGEMENT 12B-1/SERVICE OTHER PORTFOLIO SUBSIDY PORTFOLIO
FEES FEES EXPENSES/(1)/ EXPENSES OR DEFERRAL EXPENSES
------------ --------------- ------------- ----------- ------------- ----------

MET INVESTORS SERIES TRUST(2)
Met/AIM Small Cap Growth Portfolio/(3)/ 0.87% 0.25% 0.06% 1.18% 0.00% 1.18%
Goldman Sachs Mid-Cap Value Portfolio 0.72% 0.25% 0.07% 1.04% 0.00% 1.04%
Harris Oakmark International Portfolio 0.78% 0.25% 0.13% 1.16% 0.00% 1.16%
Lazard Mid-Cap Portfolio 0.70% 0.25% 0.06% 1.01% 0.00% 1.01%
Legg Mason Partners Aggressive Growth 0.63% 0.25% 0.09% 0.97% 0.00% 0.97%
Portfolio/(3)/
Legg Mason Value Equity Portfolio/(1)/ 0.64% 0.25% 0.16% 1.05% 0.00% 1.05%
Loomis Sayles Global Markets 0.70% 0.25% 0.15% 1.10% 0.00% 1.10%
Portfolio/(4)/
Lord Abbett Bond Debenture Portfolio 0.50% 0.25% 0.04% 0.79% 0.00% 0.79%
Lord Abbett Growth and Income Portfolio 0.50% 0.25% 0.03% 0.78% 0.00% 0.78%
MFS (Reg. TM) Emerging Markets Equity 1.04% 0.25% 0.47% 1.76% 0.21% 1.55%
Portfolio/(4)/
MFS (Reg. TM) Research International 0.72% 0.25% 0.14% 1.11% 0.00% 1.11%
Portfolio
Neuberger Berman Real Estate Portfolio 0.64% 0.25% 0.04% 0.93% 0.00% 0.93%
Oppenheimer Capital Appreciation 0.57% 0.25% 0.05% 0.87% 0.00% 0.87%
Portfolio/(3)/
PIMCO Inflation Protected Bond 0.50% 0.25% 0.04% 0.79% 0.00% 0.79%
Portfolio
PIMCO Total Return Portfolio 0.50% 0.25% 0.05% 0.80% 0.00% 0.80%
RCM Technology Portfolio/(1)(3)/ 0.88% 0.25% 0.15% 1.28% 0.00% 1.28%
T. Rowe Price Mid-Cap Growth Portfolio 0.75% 0.25% 0.03% 1.03% 0.00% 1.03%
Third Avenue Small Cap Value Portfolio 0.74% 0.25% 0.04% 1.03% 0.00% 1.03%
Turner Mid-Cap Growth Portfolio 0.80% 0.25% 0.08% 1.13% 0.00% 1.13%
Van Kampen Comstock Portfolio 0.61% 0.25% 0.04% 0.90% 0.00% 0.90%
METROPOLITAN SERIES FUND, INC./(5)/
BlackRock Money Market Portfolio 0.34% 0.25% 0.04% 0.63% 0.01% 0.62%
Davis Venture Value Portfolio 0.71% 0.15% 0.04% 0.90% 0.00% 0.90%
Harris Oakmark Focused Value Portfolio 0.72% 0.25% 0.05% 1.02% 0.00% 1.02%
Jennison Growth Portfolio 0.63% 0.25% 0.05% 0.93% 0.00% 0.93%
MetLife Stock Index Portfolio 0.25% 0.25% 0.05% 0.55% 0.01% 0.54%
Western Asset Management U.S. 0.50% 0.25% 0.07% 0.82% 0.00% 0.82%
Government Portfolio

MANAGEMENT 12B-1/SERVICE OTHER
FEES FEES EXPENSES(1)
------------ --------------- -------------

MET INVESTORS SERIES TRUST - METLIFE
ASSET ALLOCATION PROGRAM/(2)/
MetLife Defensive Strategy Portfolio/(6)/ 0.10% 0.25% 0.03%
MetLife Moderate Strategy Portfolio/(6)/ 0.08% 0.25% 0.02%
MetLife Balanced Strategy Portfolio/(6)/ 0.07% 0.25% 0.01%
MetLife Growth Strategy Portfolio/(6)/ 0.07% 0.25% 0.01%
MetLife Aggressive Strategy 0.09% 0.25% 0.02%
Portfolio/(6)/

NET TOTAL
ANNUAL
PORTFOLIO
NET EXPENSES
TOTAL CONTRACTUAL TOTAL INCLUDING
ANNUAL EXPENSE ANNUAL EXPENSES OF
PORTFOLIO SUBSIDY PORTFOLIO UNDERLYING
EXPENSES OR DEFERRAL EXPENSES PORTFOLIOS/(6)/
----------- ------------- ----------- ----------------

MET INVESTORS SERIES TRUST - METLIFE
ASSET ALLOCATION PROGRAM/(2)/
MetLife Defensive Strategy Portfolio/(6)/ 0.38% 0.03% 0.35% 0.98%
MetLife Moderate Strategy Portfolio/(6)/ 0.35% 0.00% 0.35% 1.02%
MetLife Balanced Strategy Portfolio/(6)/ 0.33% 0.00% 0.33% 1.03%
MetLife Growth Strategy Portfolio/(6)/ 0.33% 0.00% 0.33% 1.09%
MetLife Aggressive Strategy 0.36% 0.01% 0.35% 1.13%
Portfolio/(6)/

The Net Total Annual Portfolio Expenses have been restated to reflect
contractual arrangements in effect as of May 1, 2007, under which investment
advisers or managers of investment portfolios have agreed to waive and/or pay
expenses of the portfolios. Each of these arrangements is in effect until at
least April 30, 2008 (excluding optional extensions). Net Total Annual Portfolio
Expenses have not been restated to reflect expense reductions that certain
investment portfolios achieved as a result of directed brokerage arrangements.
The investment portfolios provided the information on their expenses, and we
have not independently verified the information. Unless otherwise indicated, the
information provided is for the year ended December 31, 2006.

(1) Other Expenses may include amounts repaid to investment advisers or
managers pursuant to contractual arrangements for prior waivers or payments
of portfolio expenses. The amounts repaid per portfolio are: 0.02% for the
Legg Mason Value Equity Portfolio; and 0.04% for the RCM Technology
Portfolio.

(2) Other Expenses for the Met Investors Series Trust portfolios have been
restated to reflect new custodian, fund administration and transfer agent
fee schedules, as if these fee schedules had been in effect for the
previous fiscal year.

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

(4) The fees and expenses shown in the table are annualized, based on the
portfolio's May 1, 2006 start date.

(5) Other Expenses for the Metropolitan Series Fund, Inc. portfolios have been
restated to reflect current fees, as if current fees had been in effect for
the previous fiscal year.

(6) These Portfolios are "funds of funds" that invest substantially all of
their assets in other portfolios of the Met Investors Series Trust and the
Metropolitan Series Fund, Inc. Because the Portfolios invest in other
underlying portfolios, each Portfolio will also bear its pro rata portion
of the operating expenses of the underlying portfolios in which the
Portfolio invests, including the management fee. The weighted averages of
the total operating expenses of the underlying portfolios, after any
-----
applicable fee waivers and expense reimbursements, as of December 31,
2006, were: 0.63% for the MetLife Defensive Strategy Portfolio, 0.67% for
the MetLife Moderate Strategy Portfolio, 0.70% for the MetLife Balanced
Strategy Portfolio, 0.76% for the MetLife Growth Strategy Portfolio and
0.78% for the MetLife Aggressive Strategy Portfolio. The total operating
expenses of the Portfolios, including the weighted average of the total
operating expenses of the underlying portfolios, before any applicable fee
------
waivers and expense reimbursements, as of December 31, 2006, were: 1.01%
for the MetLife Defensive Strategy Portfolio, 1.02% for the MetLife
Moderate Strategy Portfolio, 1.03% for the MetLife Balanced Strategy
Portfolio, 1.09% for the MetLife Growth Strategy Portfolio and 1.14% for
the MetLife Aggressive Strategy Portfolio. Contract owners may be able to
realize lower aggregate expenses by investing directly in the underlying
portfolios instead of investing in the Portfolios. A contract owner who
chooses to invest directly in the underlying portfolios would not,
however, receive the asset allocation services provided by Met Investors
Advisory LLC. (See the fund prospectus for a description of each
Portfolio's target allocation.)

EXAMPLES

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

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

[TO BE UPDATED BY AMENDMENT]

CHART 1. Chart 1 assumes you select the Compounded-Plus Death Benefit, the
Additional Death Benefit - Earnings Preservation Benefit and the Guaranteed
Minimum Income Benefit Plus rider (assuming the maximum 1.50% charge applies in
all contract years), which is the most expensive way to purchase the contract.

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

Time Periods
1 year 3 years 5 years 10 years
------------ ------------ ------------ ------------
(a)$1,231 (a)$2,156 (a)$3,096 (a)$5,695
(b)$1,110 (b)$1,806 (b)$2,532 (b)$4,677

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

Time Periods
1 year 3 years 5 years 10 years
------------ ------------ ------------ ------------
(a)$531 (a)$1,616 (a)$2,736 (a)$5,695
(b)$410 (b)$1,266 (b)$2,172 (b)$4,677

CHART 2. Chart 2 assumes you do not select optional death benefit riders, a
Guaranteed Minimum Income Benefit rider, a Guaranteed Withdrawal Benefit rider,
or the Guaranteed Minimum Accumulation Benefit rider, which is the least
expensive way to purchase the contract.

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

Time Periods
1 year 3 years 5 years 10 years
------------ ------------ ------------ ------------
(a)$1,012 (a)$1,493 (a)$1,978 (a)$3,387
(b)$ 891 (b)$1,131 (b)$1,376 (b)$2,196

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

Time Periods
1 year 3 years 5 years 10 years
------------ ------------ ------------ ------------
(a)$312 (a)$953 (a)$1,618 (a)$3,387
(b)$191 (b)$591 (b)$1,016 (b)$2,196

The Examples should not be considered a representation of past or future
expenses or annual rates of return of any investment portfolio. Actual expenses
and annual rates of return may be more or less than those assumed for the
purpose of

the Examples. Condensed financial information containing the accumulation unit
value history appears in Appendix A of this prospectus as well as in the SAI.

1. THE ANNUITY CONTRACT

This prospectus describes the Variable Annuity Contract offered by us.

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

The contract benefits from tax deferral. Tax deferral means that you are not
taxed on earnings or appreciation on the assets in your contract until you take
money out of your contract. For any tax qualified account (e.g., an IRA, 401
plan or 403(b) plan), the tax deferred accrual feature is provided by the tax
qualified retirement plan. Therefore, there should be reasons other than tax
deferral for acquiring the contract within a qualified plan. (See "Federal Tax
Status.")

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

In most states, the contract also contains a FIXED ACCOUNT (contact your
registered representative regarding your state). The fixed account is not
offered by this prospectus. The fixed account offers an interest rate that is
guaranteed by us. The minimum interest rate depends on the year your contract is
issued but will not be less than 1%. Your registered representative can tell you
the current and minimum interest rates that apply. If you select the fixed
account, your money will be placed with our other general account assets, and
the amount of money you are able to accumulate in your contract during the
accumulation phase depends upon the total interest credited to your contract.
The fixed account is part of our general account. Our general account consists
of all assets owned by us other than those in the Separate Account and our other
separate accounts. We have sole discretion over the investment of assets in the
general account. If you select a fixed annuity payment option during the income
phase, payments are made from our general account assets.

The amount of the annuity payments you receive during the income phase from a
fixed annuity payment option of the contract will remain level for the entire
income phase, provided that the payment may increase in the event you make a
transfer from a variable annuity payment option to the fixed annuity payment.
Please see the terms of your actual contract for more detailed information.

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

MARKET TIMING

We have policies and procedures that attempt to detect transfer activity that
may adversely affect other owners or investment portfolio shareholders in
situations where there is potential for pricing inefficiencies or that involve
certain other types of disruptive trading activity (I.E., market timing). We
employ various means to try to detect such transfer activity, such as
periodically examining the frequency and size of transfers into and out of
particular investment portfolios made by owners within given periods of time
and/or investigating transfer activity identified by the investment portfolios
on a case-by-case basis. We may revise these policies and procedures in our sole
discretion at any time without prior notice.

Our market timing policies and procedures are discussed in more detail in
"Investment Options - Transfers - Market Timing."

2. PURCHASE

The maximum issue age for the contract and certain of its riders may be reduced
in connection with the offer of the contract through certain broker dealers
("selling firms"). You should discuss this with your registered representative.

PURCHASE PAYMENTS

A PURCHASE PAYMENT is the money you give us to invest in the contract. The
initial purchase payment is due on the date the contract is issued. Subject to
the minimum and maximum payment requirements (see below), you may make
additional purchase payments.

.. The minimum initial purchase payment we will accept is $5,000 when the
contract is purchased as a non-qualified contract unless you have elected
an electronic funds transfer program approved by us, in which case the
minimum initial purchase payment for a non-qualified contract is $500.

.. If you are purchasing the contract as part of an IRA (Individual Retirement
Annuity), 401(k) or other qualified plan, the minimum we will accept is
$2,000.

.. If you want to make an initial purchase payment of $1 million or more, or
an additional purchase payment that would cause your total purchase
payments to exceed $1 million, you will need our prior approval.

.. You can make additional purchase payments of $500 or more to either type of
contract (qualified and non-qualified) unless you have elected an
electronic funds transfer program approved by us, in which case the minimum
additional purchase payment is $100 per month.

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

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

.. We will not accept purchase payments made with cash, money orders, or
travelers checks.

We reserve the right to reject any application or purchase payment and to limit
future purchase payments.

TERMINATION FOR LOW ACCOUNT VALUE

We may terminate your contract by paying you the account value in one sum if,
prior to the annuity date, you do not make purchase payments for two consecutive
contract years, the total amount of purchase payments made, less any partial
withdrawals, is less than $2,000 or any lower amount required by federal tax
laws, and the account value on or after the end of such two year period is less
than $2,000. Accordingly, no contract will be terminated due solely to negative
investment performance. Federal tax law may impose additional restrictions on
our right to cancel your Traditional IRA, Roth IRA, SEP, SIMPLE IRA or other
Qualified Contract.

ALLOCATION OF PURCHASE PAYMENTS

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

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

.. the credited interest rate on the fixed account is equal to the guaranteed
minimum rate; or

.. your account value in the fixed account equals or exceeds our published
maximum for fixed account allocation (currently, there is no limit); or

.. a transfer was made out of the fixed account within the previous 180 days.

Once we receive your purchase payment and the necessary information, we will
issue your contract and allocate your first purchase payment within 2 business
days. A BUSINESS DAY is each day that the New York Stock Exchange is open for
business. A business day closes at the close of normal trading on the New York
Stock Exchange, usually 4:00 p.m. Eastern Time. If you do not give us all of the
information we need, we will contact you to get it before we make any
allocation. If for some reason we are unable to complete this process within 5
business days, we will either send back your money or get your permission to

keep it until we get all of the necessary information. (See "Other Information -
Requests and Elections.")

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

If you choose the Guaranteed Minimum Income Benefit Plus I rider, until the
rider terminates, we will require you to allocate your purchase payments and
account value solely among the MetLife Asset Allocation Program portfolios,
excluding the MetLife Aggressive Strategy Portfolio (you may participate in the
Enhanced Dollar Cost Averaging (EDCA) program, subject to restrictions).

If you choose the Lifetime Withdrawal Guarantee I rider, until the rider
terminates, we will require you to allocate your purchase payments and account
value solely among the fixed account, the BlackRock Money Market Portfolio,
and/or the MetLife Asset Allocation Program portfolios, excluding the MetLife
Aggressive Strategy Portfolio (you may participate in the EDCA program, subject
to restrictions).

If you choose the Guaranteed Minimum Accumulation Benefit rider, until the rider
terminates, we will require you to allocate your purchase payments and account
value solely to one of the MetLife Asset Allocation Program portfolios,
excluding the MetLife Growth Strategy Portfolio and the MetLife Aggressive
Strategy Portfolio (you may participate in the EDCA program, subject to
restrictions).

If you make additional purchase payments, we will allocate them in the same way
as your first purchase payment unless you tell us otherwise. However, if you
make an additional purchase payment and you have an EDCA or Dollar Cost
Averaging (DCA) program in effect, we will allocate your additional payments to
the investment portfolios selected under the EDCA or DCA program unless you tell
us otherwise. (See "Investment Options -

Dollar Cost Averaging Programs.") You may change your allocation instructions at
any time by notifying us in writing, by calling us or by Internet. If there are
joint owners, unless we are instructed to the contrary, we will accept
allocation instructions from either joint owner.

INVESTMENT ALLOCATION RESTRICTIONS FOR CERTAIN RIDERS

ALLOCATION. If you elect the GMIB Plus II, the Lifetime Withdrawal Guarantee
II, or the Enhanced Death Benefit, you must comply with investment allocation
restrictions. SPECIFICALLY, YOU MUST ALLOCATE ACCORDING TO EITHER (A) OR (B)
------
BELOW:

(A) You must allocate:

.. 100% of your purchase payments or account value to the MetLife Defensive
Strategy Portfolio, MetLife Moderate Strategy Portfolio, MetLife Balanced
Strategy Portfolio, MetLife Growth Strategy Portfolio, the fixed account
and/or the BlackRock Money Market Portfolio.

(B) You must allocate:

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

.. UP TO 85% of purchase payments or account value to Platform 2 portfolios;

.. UP TO 15% of purchase payments or account value to Platform 3 portfolios;
and

.. UP TO 15% of purchase payments or account value to Platform 4 portfolios.

The investment options in each Platform are:

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

[list of portfolios]

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

[list of portfolios]

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

[list of portfolios]

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

[list of portfolios]

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

We determine whether an investment option is classified as Platform 1, Platform
2, Platform 3 or Platform 4. We may determine or change the classification of an
investment option in the event that an investment option is added, deleted,
substituted, merged or otherwise reorganized. In that case, any change in
classification will only take effect as to your contract in the event you make a
new purchase payment or request a transfer among investment options. We will
provide you with prior written notice of any changes in classification of
investment options.

REBALANCING. If you choose to allocate according to (B) above, we will rebalance
your account value on a quarterly basis based on your most recent allocation of
purchase payments that complies with the allocation limitations described above.
We will also rebalance your account value when we receive a subsequent purchase
payment that is accompanied by new allocation instructions (in addition to the
quarterly rebalancing). We will first rebalance your account value on the date
that is three months from the rider issue date; provided however, if a quarterly
rebalancing date occurs on the 29th, 30th or 31st of a month, we will instead
rebalance on the 1st day of the following month. We will subsequently rebalance
your account value on each quarter thereafter on the same day. In addition, if a
quarterly rebalancing date is not a business day the reallocation will occur on
the next business day. Withdrawals from the contract will not result in
rebalancing on the date of withdrawal.

EDCA. If you choose to allocate according to (B) above and you choose to
allocate a purchase payment to the EDCA account, that entire purchase payment
must be allocated only to the EDCA account. Any transfer from an EDCA account
must be allocated in accordance with the limitations described under (B) above.
In addition, if you made previous purchase payments before allocating a purchase
payment to the EDCA account, all transfers from an EDCA account must be
allocated to the same investment options as your most recent allocations for
purchase payments.

CHANGING PURCHASE PAYMENT ALLOCATION INSTRUCTIONS. You may change your purchase
payment allocation instructions under (B) above at any time by providing notice
to us, at our Annuity Service Center, or by any other method acceptable to us,
provided that such instructions comply with the allocation limits described
above. If you provide new allocation instructions for purchase payments and if
these instructions conform to the allocation limits described under (B) above,
then we will rebalance in accordance with the revised allocation instructions.
Any future purchase payment, EDCA account transfer and quarterly rebalancing
allocations will be automatically updated in accordance with these new
instructions.

TRANSFERS. Please note that any transfer request must result in an account value
that meets the allocation limits described above. Any transfer request will not
cause your allocation instructions to change unless you provide us with a
separate instruction at the time of transfer.

FREE LOOK

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

ACCUMULATION UNITS

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

Every business day we determine the value of an accumulation unit for each of
the investment portfolios by multiplying the accumulation unit value for the
immediately preceding business day by a factor for the current business day. The
factor is determined by:

1) dividing the net asset value per share of the investment portfolio at the
end of the current business day, plus any dividend or capital gains per
share declared on

behalf of the investment portfolio as of that day, by the net asset value
per share of the investment portfolio for the previous business day, and

2) multiplying it by one minus the Separate Account product charges (including
any rider charge for the Annual Step-Up Death Benefit, the Compounded-Plus
Death Benefit, and/or the Additional Death Benefit-Earnings Preservation
Benefit) for each day since the last business day and any charges for
taxes.

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

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

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

EXAMPLE:

On Monday we receive an additional purchase payment of $5,000 from you
before 4:00 p.m. Eastern Time. You have told us you want this to go to the
Lord Abbett Growth and Income Portfolio. When the New York Stock Exchange
closes on that Monday, we determine that the value of an accumulation unit
for the Lord Abbett Growth and Income Portfolio is $13.90. We then divide
$5,000 by $13.90 and credit your contract on Monday night with 359.71
accumulation units for the Lord Abbett Growth and Income Portfolio.

ACCOUNT VALUE

ACCOUNT VALUE is equal to the sum of your interests in the investment
portfolios, the fixed account, and the EDCA account. Your interest in each
investment portfolio is determined by multiplying the number of accumulation
units for that portfolio by the value of the accumulation unit.

REPLACEMENT OF CONTRACTS

From time to time we may offer programs under which certain fixed or variable
annuity contracts previously issued by us or one of our affiliates may be
exchanged for the contracts offered by this prospectus. Currently, with respect
to exchanges from certain of our variable annuity contracts to this contract, an
existing contract is eligible for exchange if a withdrawal from, or surrender
of, the contract would not trigger a withdrawal charge. The account value of
this contract attributable to the exchanged assets will not be subject to any
withdrawal charge or be eligible for the Enhanced Dollar Cost Averaging program
or the Three Month Market Entry Program (see "Investment Options - Dollar Cost
Averaging Programs"). Any additional purchase payments contributed to the new
contract will be subject to all fees and charges, including the withdrawal
charge described in the current prospectus for the new contract. The fees and
charges in the new contract may be higher (or lower) and the benefits may be
different. These programs will be made available on terms and conditions
determined by us, and any such programs will comply with applicable law. We
believe the exchanges will be tax free for federal income tax purposes; however,
you should consult your tax adviser before making any such exchange.

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

3. INVESTMENT OPTIONS

The contract offers 31 INVESTMENT PORTFOLIOS, which are listed below.
Additional investment portfolios may be available in the future.

YOU SHOULD READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY. COPIES OF THESE
PROSPECTUSES WILL ACCOMPANY OR PRECEDE THE DELIVERY OF YOUR CONTRACT. YOU CAN
OBTAIN COPIES OF THE FUND PROSPECTUSES BY CALLING OR WRITING TO US AT: METLIFE
INVESTORS USA INSURANCE COMPANY,

ANNUITY SERVICE CENTER, P.O. BOX 10366, DES MOINES, IOWA 50306-0366, (800)
343-8496. YOU CAN ALSO OBTAIN INFORMATION ABOUT THE FUNDS (INCLUDING A COPY OF
THE STATEMENT OF ADDITIONAL INFORMATION) BY ACCESSING THE SECURITIES AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP:// WWW.SEC.GOV. CERTAIN INVESTMENT
PORTFOLIOS DESCRIBED IN THE FUND PROSPECTUSES MAY NOT BE AVAILABLE WITH YOUR
CONTRACT. APPENDIX B CONTAINS A SUMMARY OF ADVISERS AND SUBADVISERS, AND
INVESTMENT OBJECTIVES AND STRATEGIES FOR EACH INVESTMENT PORTFOLIO.

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

Shares of the investment portfolios may be offered to insurance company separate
accounts of both variable annuity and variable life insurance contracts and to
qualified plans. Due to differences in tax treatment and other considerations,
the interests of various owners participating in, and the interests of qualified
plans investing in the investment portfolios may conflict. The investment
portfolios will monitor events in order to identify the existence of any
material irreconcilable conflicts and determine what action, if any, should be
taken in response to any such conflict.

CERTAIN PAYMENTS WE RECEIVE WITH REGARD TO THE INVESTMENT PORTFOLIOS. We do not
receive compensation from any of the advisers or subadvisers of any of the
investment portfolios of the Met Investors Series Trust or the Metropolitan
Series Fund, Inc. (or their affiliates) for administrative or other services
relating to the portfolios, excluding 12b-1 fees (see below). However, we and/or
certain of our affiliated insurance companies have joint ownership interests in
our affiliated investment advisers, MetLife Advisers, LLC and Met Investors
Advisory LLC, which are formed as "limited liability companies." Our ownership
interests in MetLife Advisers, LLC and Met Investors Advisory LLC entitle us to
profit distributions if the adviser makes a profit with respect to the advisory
fees it receives from the investment portfolios. We will benefit accordingly
from assets allocated to the investment portfolios to the extent they result in
profits to the advisers. (See "Fee Tables and Examples - Investment Portfolio
Expenses" for information on the management fees paid by the investment
portfolios and the Statement of Additional Information for the investment
portfolios for information on the management fees paid by the advisers to the
subadvisers.) Additionally, an investment adviser or subadviser of an investment
portfolio or its affiliates may provide us with wholesaling services that assist
in the distribution of the contracts and may pay us and/or certain of our
affiliates amounts to participate in sales meetings. These amounts may be
significant and may provide the adviser or subadviser (or its affiliate) with
increased access to persons involved in the distribution of the contracts.

Each of the Met Investors Series Trust and the Metropolitan Series Fund, Inc.
has adopted a Distribution Plan under Rule 12b-1 of the Investment Company Act
of 1940. Each investment portfolio's 12b-1 Plan is described in more detail in
the investment portfolio's prospectus. (See "Fee Tables and Examples -
Investment Portfolio Expenses" and "Other Information - Distributor.") Any
payments we receive pursuant to those 12b-1 Plans are paid to us or our
distributor. Payments under an investment portfolio's 12b-1 Plan decrease the
investment portfolio's investment return.

We select the investment portfolios offered through this contract based on
several criteria, including asset class coverage, the strength of the adviser's
or subadviser's reputation and tenure, brand recognition, performance, and the
capability and qualification of each investment firm. Another factor we consider
during the selection process is whether the investment portfolio's adviser or
subadviser is one of our affiliates or whether the investment portfolio, its
adviser, its subadviser(s), or an affiliate will make payments to us or our
affiliates. In this regard, the profit distributions we receive from our
affiliated investment advisers are a component of the total revenue that we
consider in configuring the features and investment choices available in the
variable insurance products that we and our affiliated insurance companies
issue. Since we and our affiliated insurance companies may benefit more from the
allocation of assets to portfolios advised by our affiliates than to those that
are not, we may be more inclined to offer portfolios advised by our affiliates
in the variable insurance products we issue. We review the investment portfolios
periodically and may remove an

investment portfolio or limit its availability to new purchase payments and/or
transfers of account value if we determine that the investment portfolio no
longer meets one or more of the selection criteria, and/or if the investment
portfolio has not attracted significant allocations from owners. In some cases,
we have included investment portfolios based on recommendations made by selling
firms.

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

MET INVESTORS SERIES TRUST (CLASS B)

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

Met/AIM Small Cap Growth Portfolio

Goldman Sachs Mid-Cap Value Portfolio

Harris Oakmark International Portfolio

Lazard Mid-Cap Portfolio

Legg Mason Partners Aggressive Growth Portfolio

Legg Mason Value Equity Portfolio

Loomis Sayles Global Markets Portfolio

Lord Abbett Bond Debenture Portfolio

Lord Abbett Growth and Income Portfolio

MFS (Reg. TM) Emerging Markets Equity Portfolio

MFS (Reg. TM) Research International Portfolio

Neuberger Berman Real Estate Portfolio

PIMCO Inflation Protected Bond Portfolio

PIMCO Total Return Portfolio

Rainier Large Cap Equity Portfolio

RCM Technology Portfolio

T. Rowe Price Mid-Cap Growth Portfolio

Third Avenue Small Cap Value Portfolio

Turner Mid-Cap Growth Portfolio

Van Kampen Comstock Portfolio

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

Metropolitan Series Fund, Inc. is a mutual fund with multiple portfolios.
MetLife Advisers, LLC (MetLife Advisers), an affiliate of MetLife Investors USA,
is the investment adviser to the portfolios. MetLife Advisers has engaged
subadvisers to provide investment advice for the individual investment
portfolios. (See Appendix B for the names of the subadvisers.) The following
Class B or Class E, as noted, portfolios are available under the contract:

BlackRock Money Market Portfolio

Davis Venture Value Portfolio (Class E)

Harris Oakmark Focused Value Portfolio

Jennison Growth Portfolio

MetLife Stock Index Portfolio

Western Asset Management U.S. Government Portfolio

MET INVESTORS SERIES TRUST - METLIFE ASSET ALLOCATION PROGRAM (CLASS B)

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

MetLife Defensive Strategy Portfolio

MetLife Moderate Strategy Portfolio

MetLife Balanced Strategy Portfolio

MetLife Growth Strategy Portfolio

MetLife Aggressive Strategy Portfolio

TRANSFERS

GENERAL. You can transfer a portion of your account value among the fixed
account and the investment portfolios. The contract provides that you can make a
maximum of 12 transfers every year and that each transfer is made without
charge. We measure a year from the anniversary of the day we issued your
contract. We currently allow unlimited transfers but reserve the right to limit
this in the future. We may also limit transfers in circumstances of market
timing or other transfers we determine are or would be to the disadvantage of
other contract owners. (See "Investment Options - Transfers -

Market Timing.") We are not currently charging a transfer fee, but we reserve
the right to charge such a fee in the future. If such a charge were to be
imposed, it would be $25 for each transfer over 12 in a year. The transfer fee
will be deducted from the investment portfolio or fixed account from which the
transfer is made. However, if the entire interest in an account is being
transferred, the transfer fee will be deducted from the amount which is
transferred.

You can make a transfer to or from the fixed account and to or from any
investment portfolio, subject to the limitations below. All transfers made on
the same business day will be treated as one transfer. Transfers received before
the close of trading on the New York Stock

Exchange will take effect as of the end of the business day. The following apply
to any transfer:

.. Your request for transfer must clearly state which investment portfolio(s)
or the fixed account are involved in the transfer.

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

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

.. The minimum amount that may be transferred from the fixed account is $500,
or your entire interest in the fixed account. Transfers out of the fixed
account during the accumulation phase are limited to the greater of: (a)
25% of the fixed account value at the beginning of the contract year, or
(b) the amount transferred out of the fixed account in the prior contract
year. Currently we are not imposing these restrictions on transfers out of
the fixed account, but we have the right to reimpose them at any time.

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

.. If you have elected to add the GMIB Plus I rider or GMIB Plus II rider to
your contract, you may only make transfers between certain investment
portfolios. Please refer to the sections "Purchase-Allocation of Purchase
Payments" and "Purchase-Investment Allocation Restrictions for Certain
Riders."

.. If you have elected to add the Lifetime Withdrawal Guarantee I rider or
Lifetime Withdrawal Guarantee II rider to your contract, you may only make
transfers between certain investment portfolios. Please refer to the
sections "Purchase-Allocation of Purchase Payments" and
"Purchase-Investment Allocation Restrictions for Certain Riders."

.. If you have elected to add the Guaranteed Minimum Accumulation Benefit
rider to your contract, you may not transfer out of the MetLife Asset
Allocation Program portfolio you chose at issue until the rider terminates.
Please refer to the section "Living Benefits-Guaranteed Minimum
Accumulation Benefit."

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

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

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

.. Your account value in the fixed account equals or exceeds our published
maximum for fixed account contract values (currently, there is no limit);
or

.. A transfer was made out of the fixed account within the previous 180 days.

During the income phase, you cannot make transfers from a fixed annuity payment
option to the investment portfolios. You can, however, make transfers during the
income phase from the investment portfolios to a fixed annuity payment option
and among the investment portfolios.

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

All transfers made on the same day will be treated as one transfer. A transfer
will be made as of the end of the business day when we receive a notice
containing all the

required information necessary to process the request. We will consider
telephone and Internet requests received after 4:00 p.m. Eastern Time to be
received the following business day.

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

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

We have policies and procedures that attempt to detect and deter frequent
transfers in situations where we determine there is a potential for arbitrage
trading. Currently, we believe that such situations may be presented in the
international, small-cap, and high-yield investment portfolios (i.e., the
Met/AIM Small Cap Growth, Harris Oakmark International, Loomis Sayles Global
Markets, Lord Abbett Bond Debenture, MFS (Reg. TM) Emerging Markets Equity, MFS
(Reg. TM) Research International, and Third Avenue Small Cap Value Portfolios),
and we monitor transfer activity in those portfolios (the "Monitored
Portfolios"). We employ various means to monitor transfer activity, such as
examining the frequency and size of transfers into and out of the Monitored
Portfolios within given periods of time. For example, we currently monitor
transfer activity to determine if, for each category of international,
small-cap, and high-yield portfolios, in a 12-month period there were: (1) six
or more transfers involving the given category; (2) cumulative gross transfers
involving the given category that exceed the current account value; and (3) two
or more "round-trips" involving the given category. A round-trip generally is
defined as a transfer in followed by a transfer out within the next seven
calendar days or a transfer out followed by a transfer in within the next seven
calendar days, in either case subject to certain other criteria.

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

Our policies and procedures may result in transfer restrictions being applied to
deter market timing. Currently, when we detect transfer activity in the
Monitored Portfolios that exceeds our current transfer limits, or other transfer
activity that we believe may be harmful to other owners or other persons who
have an interest in the contracts, we require all future transfer requests to or
from any Monitored Portfolios or other identified investment portfolios under
that contract to be submitted with an original signature.

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

The detection and deterrence of harmful transfer activity involves judgments
that are inherently subjective, such as the decision to monitor only those
investment portfolios that we believe are susceptible to arbitrage trading, or
the determination of the transfer limits. Our ability to detect and/or restrict
such transfer activity may be limited by operational and technological systems,
as well as our ability to predict strategies employed by owners to avoid such
detection. Our ability to restrict such transfer activity also may be limited by
provisions of the contract.

Accordingly, there is no assurance that we will prevent all transfer activity
that may adversely affect owners and other persons with interests in the
contracts. We do not accommodate market timing in any investment portfolios and
there are no arrangements in place to permit any contract owner to engage in
market timing; we apply our policies and procedures without exception, waiver,
or special arrangement.

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

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

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

DOLLAR COST AVERAGING PROGRAMS

We offer two dollar cost averaging programs as described below. By allocating
amounts on a regular schedule as opposed to allocating the total amount at one
particular time, you may be less susceptible to the impact of market
fluctuations. You can elect only one dollar cost averaging program at a time.
The dollar cost averaging programs are available only during the accumulation
phase.

We reserve the right to modify, terminate or suspend any of the dollar cost
averaging programs. There is no additional charge for participating in any of
the dollar cost averaging programs. If you participate in any of the dollar cost
averaging programs, the transfers made under the program are not taken into
account in determining any transfer fee.

We may, from time to time, offer other dollar cost averaging programs which have
terms different from those described in this prospectus.

The two dollar cost averaging programs are:

1. STANDARD DOLLAR COST AVERAGING (DCA)

This program allows you to systematically transfer a set amount each month
from the fixed account or from a money market investment portfolio to any
of the other available investment portfolio(s) you select. We provide
certain exceptions from our normal fixed account restrictions to
accommodate dollar cost averaging programs. These transfers are made on a
date you select or, if you do not select a date, on the date that a
purchase payment or account value is allocated to the dollar cost averaging
program.

You can make subsequent purchase payments while you have an active DCA program
in effect, provided, however, that no amount will be allocated to the DCA
program without your express direction. (See "Purchase - Allocation of Purchase
Payments.") If you make such an addition to your existing DCA program, the DCA
transfer amount will not be increased; however, the number of months over which
transfers are made is increased, unless otherwise elected in writing. You can
terminate the program at any time, at which point transfers under the program
will stop. This program is not available if you have selected the GMIB Plus
rider or the GMAB rider.

2. ENHANCED DOLLAR COST AVERAGING PROGRAM (EDCA)

The Enhanced Dollar Cost Averaging (EDCA) Program allows you to
systematically transfer amounts from the EDCA account in the general
account to any available investment portfolio(s) you select. Except as
discussed below, only new purchase payments or portions thereof can be
allocated to an EDCA account. The transfer amount will be equal to the
amount allocated to the EDCA account divided by a specified number of
months (currently 6 or 12 months). For example, a $12,000 allocation to a
6-month program will consist of six $2,000 transfers, and a final transfer
of the interest processed separately as a seventh transfer.

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

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

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

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

(See Appendix C for further examples of EDCA with multiple purchase payments.)

The interest rate earned in an EDCA account will be the minimum guaranteed rate,
plus any additional interest which we may declare from time to time. The
interest rate earned in an EDCA account is paid over time on declining amounts
in the EDCA account. Therefore, the amount of interest payments you receive will
decrease as amounts are systematically transferred from the EDCA account to any
investment portfolio, and the effective interest rate earned will therefore be
less than the declared interest rate.

The first transfer we make under the EDCA program is the date your purchase
payment is allocated to your EDCA account. Subsequent transfers will be made
each month thereafter on the same day. However, transfers will be made on the
1st day of the following month for purchase payments allocated on the 29th,
30th, or 31st day of a month. If the selected day is not a business day, the
transfer will be deducted from the EDCA account on the selected day but will be
applied to the investment portfolios on the next business day. EDCA interest
will not be credited on the transfer amount between the selected day and the
next

business day. Transfers will continue on a monthly basis until all amounts are
transferred from your EDCA account. Your EDCA account will be terminated as of
the last transfer.

If you decide you no longer want to participate in the EDCA program, and your
contract was issued prior to May 1, 2005, all money remaining in your EDCA
account will be transferred to the BlackRock Money Market Portfolio, unless you
specify otherwise. If your contract was issued on or after May 1, 2005, all
money remaining in your EDCA account will be transferred to the investment
portfolio(s) in accordance with the percentages you have chosen for the EDCA
program, unless you specify otherwise.

THREE MONTH MARKET ENTRY PROGRAM

Alternatively, you can participate in the Three Month Market Entry Program which
operates in the same manner as the Enhanced Dollar Cost Averaging Program,
except it is of 3 months duration.

AUTOMATIC REBALANCING PROGRAM

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

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

We will measure the rebalancing periods from the anniversary of the date we
issued your contract. If a dollar cost averaging (either DCA or EDCA) program is
in effect, rebalancing allocations will be based on your current DCA or EDCA
allocations. If you are not participating in a dollar cost averaging program, we
will make allocations based upon your current purchase payment allocations,
unless you tell us otherwise.

The Automatic Rebalancing Program is available only during the accumulation
phase. There is no additional charge for participating in the Automatic
Rebalancing Program. If you participate in the Automatic Rebalancing Program,
the transfers made under the program are not taken into account in determining
any transfer fee. This program is not available if you have selected the GMAB
rider.

EXAMPLE:

Assume that you want your initial purchase payment split between 2
investment portfolios. You want 40% to be in the Lord Abbett Bond Debenture
Portfolio and 60% to be in the Legg Mason Partners Aggressive Growth
Portfolio. Over the next 2 1/2 months the bond market does very well while
the stock market performs poorly. At the end of the first quarter, the Lord
Abbett Bond Debenture Portfolio now represents 50% of your holdings because
of its increase in value. If you have chosen to have your holdings
rebalanced quarterly, on the first day of the next quarter, we will sell
some of your units in the Lord Abbett Bond Debenture Portfolio to bring its
value back to 40% and use the money to buy more units in the Legg Mason
Partners Aggressive Growth Portfolio to increase those holdings to 60%.

DESCRIPTION OF THE METLIFE ASSET ALLOCATION PROGRAM

The MetLife Asset Allocation Program consists of the following five MetLife
asset allocation portfolios (Class B), each of which is a portfolio of the Met
Investors Series Trust. Met Investors Advisory LLC ("Met Investors Advisory"),
an affiliate of ours, is the investment manager of the MetLife asset allocation
portfolios.

METLIFE ASSET ALLOCATION PROGRAM PORTFOLIOS
-------------------------------------------

MetLife Defensive Strategy Portfolio

MetLife Moderate Strategy Portfolio

MetLife Balanced Strategy Portfolio

MetLife Growth Strategy Portfolio

MetLife Aggressive Strategy Portfolio

Each portfolio is well diversified and was designed on established principles of
asset allocation and risk tolerance. Each portfolio will invest substantially
all of its assets in the Class A shares of other investment portfolios of the
Met Investors Series Trust or of the Metropolitan Series Fund, Inc., which
invest either in equity securities, fixed income securities or cash equivalent
money market securities, as applicable. Each portfolio has a target allocation
among the three types of asset classes (equity, fixed income and cash/money
market). Met Investors Advisory establishes specific target investment
percentages

for the asset classes and the various components of each asset category and then
selects the underlying investment portfolios in which a portfolio invests based
on, among other things, the underlying investment portfolios' investment
objectives and policies, Met Investors Advisory's investment process, its
outlook for the economy, interest rates, financial markets and historical
performance of each underlying investment portfolio and/or asset class. At least
annually, Met Investors Advisory will evaluate each portfolio's target
allocation between equity and fixed income securities, including the allocation
among sub-classes of these asset classes, based on the portfolio's risk profile.
At the same time, Met Investors Advisory will also consider whether to make
changes to each portfolio's underlying investment portfolio target. (See the
fund prospectus for a description of each portfolio's target allocation.)

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

VOTING RIGHTS

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

SUBSTITUTION OF INVESTMENT OPTIONS

If investment in the investment portfolios or a particular investment portfolio
is no longer possible, in our judgment becomes inappropriate for purposes of the
contract, or for any other reason in our sole discretion, we may substitute
another investment portfolio or investment portfolios without your consent. The
substituted investment portfolio may have different fees and expenses.
Substitution may be made with respect to existing investments or the investment
of future purchase payments, or both. However, we will not make such
substitution without any necessary approval of the Securities and Exchange
Commission and applicable state insurance departments. Furthermore, we may close
investment portfolios to allocation of purchase payments or account value, or
both, at any time in our sole discretion.

4. EXPENSES

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

PRODUCT CHARGES

SEPARATE ACCOUNT PRODUCT CHARGES. Each day, we make a deduction for our Separate
Account product charges (which consist of the mortality and expense charge, the
administration charge and the charges related to certain death benefit riders).
We do this as part of our calculation of the value of the accumulation units and
the annuity units (I.E., during the accumulation phase and the income phase -
although death benefit charges no longer continue in the income phase).

MORTALITY AND EXPENSE CHARGE. We assess a daily mortality and expense charge
which is equal, on an annual basis, to 1.05% of the average daily net asset
value of each investment portfolio.

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

excess to our profit and it may be used to finance distribution expenses or for
any other purpose.

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

DEATH BENEFIT RIDER CHARGES. If you select one of the following death benefit
riders, we assess a daily charge during the accumulation phase equal, on an
annual basis, to the percentages below of the average daily net asset value of
each investment portfolio:

Annual Step-Up Death Benefit 0.20%*
Additional Death Benefit - Earnings
Preservation Benefit 0.25%
Compounded-Plus Death Benefit 0.35%*

*For contracts issued prior to May 1, 2003, the percentage charge for the Annual
Step-Up Death Benefit is 0.10% and for the Compounded-Plus Death Benefit is
0.25% of the average daily net asset value of each investment portfolio.

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

If you select the Enhanced Death Benefit, and you are age 69 or younger at
issue, we will assess a charge during the accumulation phase equal to 0.65% of
the death benefit base. If you are age 70-75 at issue, we will assess a charge
during the accumulation phase equal to 0.85% of the death benefit base (see
"Death Benefit - Optional Death Benefit - Enhanced Death Benefit" for a
discussion of how the death benefit base is determined). If your death benefit
base is increased due to an Optional Step-Up, we may reset the rider charge to a
rate we shall determine that does not exceed the Maximum Optional Step-Up Charge
(1.50%), provided that this rate will not exceed the rate currently applicable
to the same rider available for new contract purchases at the time of the
Step-Up. The rider charge is assessed at the first contract anniversary, and
then at each subsequent contract anniversary. If you make a full withdrawal
(surrender) or if you begin to receive annuity payments at the annuity date, a
pro rata portion of the charge will be assessed. The charge is deducted from
your account value pro rata from each investment portfolio, the fixed account
and the EDCA account in the ratio each portfolio/account bears to your total
account value. We take amounts from the investment options that are part of the
Separate Account by canceling accumulation units from the Separate Account.

If you elect both the Enhanced Death Benefit rider and the GMIB Plus II rider
(described below), the percentage charge for the Enhanced Death Benefit will be
reduced to 0.60% of the death benefit base if you are age 69 or younger at issue
and 0.80% of the death benefit base if you are age 70-75 at issue.

ACCOUNT FEE

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

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

GUARANTEED MINIMUM INCOME

BENEFIT - RIDER CHARGE

We offer a Guaranteed Minimum Income Benefit ("GMIB") that you can select when
you purchase the contract. There are four different versions of the GMIB under
this contract (a maximum of two of which are available in your state): GMIB Plus
II, GMIB Plus I, GMIB II, and GMIB I.

If you select the GMIB Plus II rider, we will assess a charge during the
accumulation phase equal to 0.80% of the income base (see "Living Benefits -
Guaranteed Income Benefits" for a discussion of how the income base is
determined) at the time the rider charge is assessed. If your income base is
increased due to an Optional Step-Up under the GMIB Plus II rider, we may reset
the rider charge to a rate we shall determine that does not exceed the Maximum

Optional Step-Up Charge (1.50%), provided that this rate will not exceed the
rate currently applicable to the same rider available for new contract purchases
at the time of the Optional Step-Up. If you select the GMIB Plus I rider, we
will assess a charge during the accumulation phase equal to 0.80% of the income
base at the time the rider charge is assessed. If your income base is increased
due to an Optional Reset under the GMIB Plus I rider, we may increase the rider
charge to the charge applicable to contract purchases of the same rider at the
time of the increase, but to no more than a maximum of 1.50%. For contracts
issued prior to February 26, 2007 for which the GMIB Plus I was elected, the
rider charge equals 0.75% of the income base.

If you select the GMIB II or GMIB I rider, the charge is 0.50% of the income
base at the time the charge is assessed. For contracts issued from May 1, 2003
and prior to May 1, 2005 for which the GMIB II or GMIB I was elected, the rider
charge is reduced to 0.45% of the income base if you elected either the optional
Annual Step-Up Death Benefit or the Compounded-Plus Death Benefit. (See "Death
Benefit.") For contracts issued on and after May 1, 2005, the rider charge will
not be reduced if you elect either the optional Annual Step-Up Death Benefit or
the Compounded-Plus Death Benefit. For contracts issued prior to February 15,
2003, the GMIB I rider charge equals 0.35% of the income base.

The rider charge is assessed at the first contract anniversary, and then at each
subsequent contract anniversary, up to and including the anniversary on or
immediately preceding the date the rider is exercised. If you make a full
withdrawal (surrender) or if you begin to receive annuity payments at the
annuity date, a pro rata portion of the rider charge will be assessed. The GMIB
rider charge is deducted from your account value pro rata from each investment
portfolio, the fixed account and the EDCA account in the ratio each
portfolio/account bears to your total account value. We take amounts from the
investment options that are part of the Separate Account by canceling
accumulation units from the Separate Account.

LIFETIME WITHDRAWAL GUARANTEE AND GUARANTEED WITHDRAWAL BENEFIT - RIDER CHARGE

There are two versions of the optional Lifetime Withdrawal Guarantee rider: the
Lifetime Withdrawal Guarantee II rider and the Lifetime Withdrawal Guarantee I
rider (collectively referred to as the Lifetime Withdrawal Guarantee riders).
There are also two versions of the optional Guaranteed Withdrawal Benefit
("GWB") rider: the Enhanced GWB rider and the GWB I rider (collectively referred
to as the Guaranteed Withdrawal Benefit riders). Please check with your
registered representative regarding which versions are available in your state.

If you elect one of the Lifetime Withdrawal Guarantee riders or one of the
Guaranteed Withdrawal Benefit riders, a charge is deducted from your account
value during the accumulation phase on each contract anniversary. The charge for
the Lifetime Withdrawal Guarantee II rider is equal to 0.65% (Single Life
version) or 0.85% (Joint Life version) of the Total Guaranteed Withdrawal Amount
(see "Living Benefits - Guaranteed Withdrawal Benefits -

Description of the Lifetime Withdrawal Guarantee II") on the applicable contract
anniversary, after applying any 7.25% Compounding Income Amount and prior to
taking into account any Automatic Annual Step-Up occurring on such contract
anniversary. The charge for the Lifetime Withdrawal Guarantee I rider is equal
to 0.50% (Single Life version) or 0.70% (Joint Life version) of the Total
Guaranteed Withdrawal Amount on the applicable contract anniversary, after
applying any 5% Compounding Income Amount and prior to taking into account any
Automatic Annual Step-Up occurring on such contract anniversary. The charge for
the Enhanced GWB rider is equal to 0.55% of the Guaranteed Withdrawal Amount
(see "Living Benefits - Guaranteed Withdrawal Benefit - Description of the
Enhanced Guaranteed Withdrawal Benefit") on the applicable contract anniversary,
prior to taking into account any Optional Reset occurring on such contract
anniversary. (For contracts issued prior to July 16, 2007, the charge for the
Enhanced GWB rider is equal to 0.50% of the Guaranteed Withdrawal Amount on the
applicable contract anniversary, prior to taking into account any Optional Reset
occurring on such contract anniversary.) The charge for the GWB I rider is equal
to 0.50% of the Guaranteed Withdrawal Amount on the applicable contract
anniversary, prior to taking into account any Optional Reset occurring on such
contract anniversary.

The rider charge for the Lifetime Withdrawal Guarantee riders and the Guaranteed
Withdrawal Benefit riders is deducted from your account value pro rata from each
investment portfolio, the fixed account and the EDCA account in the ratio each
portfolio/account bears to your total account value. We take amounts from the
investment options that are part of the Separate Account by canceling

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

If an Automatic Annual Step-Up occurs under the Lifetime Withdrawal Guarantee II
rider, we may reset the Lifetime Withdrawal Guarantee II rider charge to a rate
we shall determine that does not exceed the Maximum Optional Step-Up Charge of
1.25% (Single Life version) or 1.50% (Joint Life version), provided that this
rate will not exceed the rate currently applicable to the same rider available
for new contract purchases at the time of the Step-Up. If an Automatic Annual
Step-Up occurs under the Lifetime Withdrawal Guarantee I rider, we may increase
the Lifetime Withdrawal Guarantee I rider charge to the charge applicable to
current contract purchases of the same rider at the time of the step-up, but to
no more than a maximum of 0.95% (Single Life version) or 1.40% (Joint Life
version) of the Total Guaranteed Withdrawal Amount. If you elect an Optional
Reset as permitted under the Enhanced GWB rider or the GWB I rider, we may
increase the rider charge to the Enhanced GWB/GWB I rider charge applicable to
current contract purchases of the same rider at the time of the reset, but to no
more than a maximum of 1.00% (for Enhanced GWB) or 0.95% (for GWB I) of the
Guaranteed Withdrawal Amount. (For contracts issued prior to July 16, 2007, the
maximum charge for the Enhanced GWB rider upon an Optional Reset is equal to
0.95% of the Guaranteed Withdrawal Amount.)

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

GUARANTEED MINIMUM ACCUMULATION

BENEFIT - RIDER CHARGE

We offer a Guaranteed Minimum Accumulation Benefit ("GMAB") rider that you can
select when you purchase the contract. If you elect the GMAB, a charge is
deducted from your account value during the accumulation phase on each contract
anniversary. The charge is equal to 0.75% of the GMAB Guaranteed Accumulation
Amount (see "Living Benefits-Guaranteed Minimum Accumulation Benefit") at the
end of the prior contract year. The GMAB rider charge is deducted from your
account value pro rata from your contract's MetLife Asset Allocation Program
portfolio and the EDCA account in the ratio each portfolio/account bears to your
total account value. We take amounts from the investment options that are part
of the Separate Account by cancelling accumulation units from the Separate
Account. If you make a full withdrawal (surrender) of your account value or you
apply your account value to an annuity option, we will assess a pro rata portion
of the GMAB rider charge based on the number of whole months since the last
contract anniversary.

WITHDRAWAL CHARGE

During the accumulation phase, you can make a withdrawal from your contract
(either a partial or a complete withdrawal). If the amount you withdraw is
determined to include the withdrawal of any of your prior purchase payments, a
withdrawal charge is assessed against the purchase payment withdrawn. To
determine if your withdrawal includes prior purchase payments, amounts are
withdrawn from your contract in the following order:

1. Earnings in your contract (earnings are equal to your account value, less
purchase payments not previously withdrawn); then

2. The free withdrawal amount described below; then

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

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

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

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

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

If the account value is smaller than the total of all purchase payments, the
withdrawal charge only applies up to the account value.

We do not assess the withdrawal charge on any payments paid out as annuity
payments or as death benefits, although we do assess the withdrawal charge in
calculating GMIB payments, if applicable. In addition, we will not assess the
withdrawal charge on required minimum distributions from qualified contracts but
only as to amounts required to be distributed from this contract. We do not
assess the withdrawal charge on earnings in your contract.

NOTE: For tax purposes, earnings from non-qualified contracts are considered to
come out first.

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

GENERAL. We may elect to reduce or eliminate the amount of the withdrawal charge
when the contract is sold under circumstances which reduce our sales expenses.
Some examples are: if there is a large group of individuals that will be
purchasing the contract or a prospective purchaser already had a relationship
with us. We may not deduct a withdrawal charge under a contract issued to an
officer, director, employee, or a family member of an officer, director, or
employee of ours or any of our affiliates and we may not deduct a withdrawal
charge under a contract issued to an officer, director or employee or family
member of an officer, director or employee of a broker-dealer which is
participating in the offering of the contract. In lieu of a withdrawal charge
waiver, we may provide an account value credit.

NURSING HOME OR HOSPITAL CONFINEMENT RIDER. We will not impose a withdrawal
charge if, after you have owned the contract for one year, you or your joint
owner becomes confined to a nursing home and/or hospital for at least 90
consecutive days or confined for a total of at least 90 days if there is no more
than a 6 month break in confinement and the confinements are for related causes.
The confinement must begin after the first contract anniversary and you must
have been the owner continuously since the contract was issued (or have become
the owner as the spousal beneficiary who continues the contract). The
confinement must be prescribed by a physician and be medically necessary. This
waiver terminates on the annuity date. We will not accept additional payments
once this waiver is used. This rider may not be available in your state. (Check
with your registered representative regarding availability.)

TERMINAL ILLNESS RIDER. After the first contract anniversary, we will waive the
withdrawal charge if you or your joint owner are terminally ill and not expected
to live more than 12 months; a physician certifies to your illness and life
expectancy; you were not diagnosed with the terminal illness as of the date we
issued your contract; and you have been the owner continuously since the
contract was issued (or have become the owner as the spousal beneficiary who
continues the contract). This waiver terminates on the annuity date. We will not
accept additional payments once this waiver is used. This rider

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

For contracts issued on and after May 1, 2005, the Nursing Home or Hospital
Confinement rider and the Terminal Illness rider are not available for owners
who are age 81 or older (on the contract issue date). Additional conditions and
requirements apply to the Nursing Home or Hospital Confinement rider and the
Terminal Illness rider. They are specified in the rider(s) that are part of your
contract.

PREMIUM AND OTHER TAXES

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

TRANSFER FEE

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

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

INCOME TAXES

We will deduct from the contract for any income taxes which we incur because of
the contract. At the present time, we are not making any such deductions.

INVESTMENT PORTFOLIO EXPENSES

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

5. ANNUITY PAYMENTS

(THE INCOME PHASE)

ANNUITY DATE

Under the contract you can receive regular income payments (referred to as
ANNUITY PAYMENTS). You can choose the month and year in which those payments
begin. We call that date the ANNUITY DATE. Your annuity date must be the first
day of a calendar month and must be at least 30 days after we issue the
contract. Annuity payments must begin by the first day of the calendar month
following the annuitant's 90th birthday or 10 years from the date we issue your
contract, whichever is later (this requirement may be changed by us).

When you purchase the contract, the annuity date will be the later of the first
day of the calendar month after the annuitant's 90th birthday or 10 years from
the date your contract was issued. You can change the annuity date at any time
before the annuity date with 30 days prior notice to us.

Please be aware that once your contract is annuitized, you are ineligible to
receive the death benefit you have selected. Additionally, if you have selected
a living benefit rider such as a Guaranteed Minimum Income Benefit, a Guaranteed
Withdrawal Benefit, or the Guaranteed Minimum Accumulation Benefit, annuitizing
your contract terminates the rider, including any death benefit provided by the
rider and any Guaranteed Principal Adjustment (for the Guaranteed Minimum Income
Benefit Plus or Lifetime Withdrawal Guarantee riders) or Guaranteed Accumulation
Payment (for the Guaranteed Minimum Accumulation Benefit rider) that may also be
provided by the rider.

ANNUITY PAYMENTS

You (unless another payee is named) will receive the annuity payments during the
income phase. The annuitant is the natural person(s) whose life we look to in
the determination of annuity payments.

During the income phase, you have the same investment choices you had just
before the start of the income phase. At the annuity date, you can choose
whether payments will be:

.. fixed annuity payments, or

.. variable annuity payments, or

.. a combination of both.

If you don't tell us otherwise, your annuity payments will be based on the
investment allocations that were in place just before the start of the income
phase.

If you choose to have any portion of your annuity payments based on the
investment portfolio(s), the dollar amount of your initial payment will vary and
will depend upon three things:

1) the value of your contract in the investment portfolio(s) just before the
start of the income phase,

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

3) the annuity option elected.

Subsequent variable annuity payments will vary with the performance of the
investment portfolios you selected. (For more information, see "Variable Annuity
Payments" below.)

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

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

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

In the event of a transfer during the income phase from a variable annuity
payment option to a fixed annuity payment option, this may result in a reduction
in the amount of annuity payments.

If you choose to have any portion of your annuity payments be a fixed annuity
payment, the dollar amount of each fixed annuity payment will not change.

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

ANNUITY OPTIONS

You can choose among income plans. We call those ANNUITY OPTIONS. We ask you to
choose an annuity option when you purchase the contract. You can change it at
any time before the annuity date with 30 days notice to us.

If you do not choose an annuity option at the time you purchase the contract,
Option 2, which provides a life annuity with 10 years of guaranteed annuity
payments, will automatically be applied.

You can choose one of the following annuity options or any other annuity option
acceptable to us. After annuity payments begin, you cannot change the annuity
option.

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

OPTION 2. LIFE ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS GUARANTEED. Under this
option, we will make annuity payments so long as the annuitant is alive. If,

when the annuitant dies, we have made annuity payments for less than ten years,
we will then continue to make annuity payments for the rest of the 10 year
period.

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

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

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

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

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

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

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

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

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

VARIABLE ANNUITY PAYMENTS

The Adjusted Contract Value (the account value, less any applicable premium
taxes, account fee, and any prorated rider charge) is determined on the annuity
calculation date, which is a business day no more than five (5) business days
before the annuity date. The first variable annuity payment will be based upon
the Adjusted Contract Value, the annuity option elected, the annuitant's age and
sex, and the appropriate variable annuity option table. If, as of the annuity
calculation date, the then current variable annuity option rates applicable to
this class of contracts provide a

first annuity payment greater than that which is guaranteed under the same
annuity option under this contract, the greater payment will be made.

The dollar amount of variable annuity payments after the first payment is
determined as follows:

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

o The fixed number of annuity units per payment in each investment portfolio
is multiplied by the annuity unit value for that investment portfolio for
the business day for which the annuity payment is being calculated. This
result is the dollar amount of the payment for each applicable investment
portfolio, less any account fee. The account fee will be deducted pro rata
out of each annuity payment.

.. The total dollar amount of each variable annuity payment is the sum of all
investment portfolio variable annuity payments.

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

FIXED ANNUITY PAYMENTS

The Adjusted Contract Value (defined above under "Variable Annuity Payments") on
the day immediately preceding the annuity date will be used to determine a fixed
annuity payment. The annuity payment will be based upon the annuity option
elected and the appropriate annuity option table. If, as of the annuity
calculation date, the then current annuity option rates applicable to this class
of contracts provide an annuity payment greater than that which is guaranteed
under the same annuity option under this contract, the greater payment will be
made. You may not make a transfer from the fixed annuity option to the variable
annuity option.

6. ACCESS TO YOUR MONEY

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

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

(2) by electing to receive annuity payments; or

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

Under most circumstances, withdrawals can only be made during the accumulation
phase.

You may establish a withdrawal plan under which you can receive substantially
equal periodic payments in order to comply with the requirements of Sections
72(q) or (t) of the Code. Premature modification or termination of such payments
may result in substantial penalty taxes. (See "Federal Income Tax Status.")

When you make a complete withdrawal, you will receive the withdrawal value of
the contract. The withdrawal value of the contract is the account value of the
contract at the end of the business day when we receive a written request for a
withdrawal:

.. less any applicable withdrawal charge;

.. less any premium or other tax;

.. less any account fee; and

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

Unless you instruct us otherwise, any partial withdrawal will be made pro rata
from the fixed account, the EDCA account and the investment portfolio(s) you
selected. Under most circumstances the amount of any partial withdrawal must be
for at least $500, or your entire interest in the investment portfolio, fixed
account or EDCA account. We require that after a partial withdrawal is made you
keep at least $2,000 in the contract. If the withdrawal would result in the
account value being less than $2,000 after a partial

withdrawal, we will treat the withdrawal request as a request for a full
withdrawal.

We will pay the amount of any withdrawal from the Separate Account within seven
days of when we receive the request in good order unless the suspension of
payments or transfers provision is in effect. We may withhold payment of
withdrawal proceeds if any portion of those proceeds would be derived from a
contract owner's check that has not yet cleared (I.E., that could still be
dishonored by the contract owner's banking institution). We may use telephone,
fax, Internet or other means of communication to verify that payment from the
contract owner's check has been or will be collected. We will not delay payment
longer than necessary for us to verify that payment has been or will be
collected. Contract owners may avoid the possibility of delay in the
disbursement of proceeds coming from a check that has not yet cleared by
providing us with a certified check.

How to withdraw all or part of your account value:

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

.. You must provide satisfactory evidence of terminal illness or confinement
to a nursing home if you would like to have the withdrawal charge waived.
(See "Expenses - Reduction or Elimination of the Withdrawal Charge.")

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

.. We have to receive your withdrawal request in our Annuity Service Center
prior to the annuity date or owner's death.

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

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

SYSTEMATIC WITHDRAWAL PROGRAM

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

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

SUSPENSION OF PAYMENTS OR TRANSFERS

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

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

.. trading on the New York Stock Exchange is restricted;

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

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

We have reserved the right to defer payment for a withdrawal or transfer from
the fixed account for the period permitted by law but not for more than six
months.

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

7. LIVING BENEFITS

OVERVIEW OF LIVING BENEFIT RIDERS

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

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

.. Guaranteed Minimum Income Benefit Plus (GMIB Plus I and GMIB Plus II)

.. Guaranteed Minimum Income Benefit (GMIB I and GMIB II)

Our guaranteed income benefit riders are designed to allow you to invest your
account value in the market while at the same time assuring a specified
guaranteed level of minimum fixed annuity payments if you elect the income
phase. The fixed annuity payment amount is guaranteed regardless of investment
performance or the actual account value at the time you annuitize. Prior to
exercising the rider and annuitizing your contract, you may make withdrawals up
to a maximum level specified in the rider and still maintain the benefit amount.

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

.. Lifetime Withdrawal Guarantee (LWG I and LWG II)

.. Enhanced Guaranteed Withdrawal Benefit (Enhanced GWB)

.. Guaranteed Withdrawal Benefit (GWB I)

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

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

Guaranteed Asset Accumulation Benefit
-------------------------------------

.. Guaranteed Minimum Accumulation Benefit (GMAB)

GMAB is designed to guarantee that your account value will not be less than a
minimum amount at the end of the 10-year waiting period. The amount of the
guarantee depends on which of three permitted investment portfolios you select.

GUARANTEED INCOME BENEFITS

At the time you buy the contract, you may elect a guaranteed income benefit
rider, called a Guaranteed Minimum Income Benefit (GMIB), for an additional
charge. Each version of these riders is designed to guarantee a predictable,
minimum level of fixed annuity payments, regardless of investment performance
during the accumulation phase. However, if applying your actual account value at
the time you annuitize the contract to then current annuity purchase rates
(outside of the rider) produces higher income payments, you will receive the
higher payments. Also, prior to exercising the rider, you may make specified
withdrawals that reduce your income base (as explained below) during the
accumulation phase and still leave the rider guarantees intact, provided the
conditions of the rider are met. Your registered representative can provide you
an illustration of the amounts you would receive, with or without withdrawals,
if you exercised the rider.

There are four versions of the GMIB available with this contract, A MAXIMUM OF
TWO OF WHICH ARE OFFERED IN ANY PARTICULAR STATE:

.. GMIB Plus II

.. GMIB Plus I

.. GMIB II

.. GMIB I

Additionally, there may be versions of each rider that vary by issue date and
state availability. Please check with your registered representative regarding
which versions are available in your state. You may not have this benefit and a

GWB or GMAB rider in effect at the same time. Once elected, the rider cannot be
terminated except as discussed below.

FACTS ABOUT GUARANTEED INCOME BENEFIT RIDERS

INCOME BASE AND GMIB ANNUITY PAYMENTS. Under all versions of the GMIB, we
calculate an "income base" (as described below) that determines, in part, the
minimum amount you receive as an income payment upon exercising the GMIB rider
and annuitizing the contract. It is important to recognize that this income base
is not available for cash withdrawals and does not establish or guarantee your
account value or a minimum return for any investment portfolio. After a minimum
10-year waiting period, you may exercise the rider. We then will apply the
income base calculated at the time of exercise to the conservative GMIB Annuity
Table (as described below) specified in the rider in order to determine your
minimum guaranteed lifetime fixed monthly annuity payments (your actual payment
may be higher than this minimum if, as discussed above, the base contract under
its terms would provide a higher payment).

THE GMIB ANNUITY TABLE. The GMIB Annuity Table is specified in the rider. This
table is calculated based on the Annuity 2000 Mortality Table with a 7-year age
set back with interest of 2.5% per annum. As with other pay-out types, the
amount you receive as an income payment also depends on your age, your sex, and
the annuity option you select. The annuity rates in the GMIB Annuity Table are
conservative and a withdrawal charge may be applicable, so the amount of
guaranteed minimum lifetime income that the GMIB produces may be less than the
amount of annuity income that would be provided by applying your account value
on your annuity date to then-current annuity purchase rates.

If you exercise a GMIB rider, your annuity payments will be the greater of:

.. the annuity payment determined by applying the amount of the income base to
the GMIB Annuity Table, or

.. the annuity payment determined for the same annuity option in accordance
with the base contract. (See "Annuity Payments (The Income Phase).")

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

OWNERSHIP. If the owner is a natural person, the owner must be the annuitant. If
a non-natural person owns the contract, then annuitant will be considered the
owner in determining the income base and GMIB Plus annuity payments. If joint
owners are named, the age of the older will be used to determine the income base
and GMIB Plus annuity payments.

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

Additionally, the GMIB is not appropriate for purchase by a beneficiary under a
decedent's Non-Qualified Contract (see "Federal Income Tax Status - Taxation of
Non-Qualified Contracts") or IRA (or where otherwise offered, under any other
contract which is being "stretched" by a beneficiary after the death of the
owner or after the death of the annuitant in certain cases). Under the tax
rules, such contracts generally require distributions to commence in accordance
with tax regulations by the end of the calendar year following the year of the
owner's death; however, the GMIB benefit may not be exercised until 10 years
after purchase. It is not clear under these rules whether minimum distribution
requirements will be met in all cases where income payments under a life
contingent annuity (such as provided under the GMIB) do not begin until after
the year following the year of death, as would be the case with a GMIB benefit
purchased by such beneficiary. Even if minimum distribution requirements would
be met, the value of such benefit may be adversely impacted or eliminated,
depending on the beneficiary's own situation, because of required distributions
prior to the time that the benefit could be exercised.

(See Appendix D for examples of the GMIB.)

DESCRIPTION OF GMIB PLUS II

In states where approved, the GMIB Plus II rider is available only for owners up
through age 78, and you can only elect the GMIB Plus II at the time you purchase
the contract. The GMIB Plus II may be exercised after a 10-year waiting period
and then only within 30 days following a contract anniversary, provided that the
exercise must occur no later than the 30-day period following the contract
anniversary on or following the owner's 90th birthday.

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

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

(b) Annual Increase Amount: On the issue date, the "Annual Increase Amount" is
equal to your initial purchase payment. (For these purposes, all purchase
payments credited within 120 days of the date we issued the contract will
be treated as if they were received on the date we issue the contract.)
Thereafter, the Annual Increase Amount is equal to (i) less (ii), where:

(i) is purchase payments accumulated at the annual increase rate. The
annual increase rate is 6% per year through the contract anniversary
on or following the owner's 90th birthday and 0% thereafter; and

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

(1) The withdrawal adjustment for each withdrawal in a contract year
is the value of the Annual Increase Amount immediately prior to
the withdrawal multiplied by the percentage reduction in account
value attributed to that withdrawal (including any applicable
withdrawal charge); or

(2) If total withdrawals in a contract year are 6% or less of the
Annual Increase Amount on the issue date or on the prior contract
anniversary after the first contract year, and if these
withdrawals are paid to you (or the annuitant if the contract is
owned by a non-natural person) or to another payee we agree to,
the total withdrawal adjustments for that contract year will be
set equal to the dollar amount of total withdrawals (including
any applicable withdrawal charge) in that contract year. These
withdrawal adjustments will replace the withdrawal adjustments
defined in (1) above and be treated as though the corresponding
withdrawals occurred at the end of that contract year.

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

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

OPTIONAL STEP-UP. On each contract anniversary as permitted, you may elect to
reset the Annual Increase Amount to the account value. An Optional Step-Up may
be beneficial if your account value has grown at a rate above the 6%
accumulation rate on the Annual Increase Amount. However, resetting the Annual
Increase Amount will increase your waiting period for exercising the GMIB Plus
II by restarting the waiting period, and we may reset the GMIB Plus II rider
charge to a rate we shall determine that does not exceed the Maximum Optional
Step-Up Charge (1.50%), provided that this rate will not exceed the rate
currently applicable to the same rider available for new contract purchases at
the time of the Optional Step-Up. An

Optional Step-Up is permitted only if: (1) the account value exceeds the Annual
Increase Amount immediately before the reset; and (2) the owner (or oldest joint
owner or annuitant if the contract is owned by a non-natural person) is not
older than age 80 on the date of the Optional Step-Up.

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

We must receive your request to exercise the Optional Step-Up in writing, at our
Annuity Service Center, or any other method acceptable to us. We must receive
your request prior to the contract anniversary for an Optional Step-Up to occur
on that contract anniversary. We reserve the right to prohibit an Optional
Step-Up if we no longer offer this benefit for this class of contract.

The Optional Step-Up will:

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

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

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

On the date of the Optional Step-Up, the account value on that day will be
treated as a single purchase payment received on the date of the Step-Up for
purposes of determining the Annual Increase Amount after the reset. All purchase
payments and withdrawal adjustments previously used to calculate the Annual
Increase Amount will be set equal to zero on the date of the Step-Up.

OWNERSHIP. If the owner is a natural person, the owner must be the annuitant. If
a non-natural person owns the contract, then annuitant will be considered the
owner in determining the income base and GMIB Plus II annuity payments. If joint
owners are named, the age of the older will be used to determine the income base
and GMIB Plus II annuity payments.

INVESTMENT ALLOCATION RESTRICTIONS. If you elect the GMIB Plus II, there are
certain investment allocation restrictions. (See "Purchase - Investment
Allocation Restrictions for Certain Riders.") If you elect the GMIB Plus II, you
may not particpate in the Dollar Cost Averaging (DCA) program. However, you may
elect to participate in the Enhanced Dollar Cost Averaging (EDCA) program,
provided that your destination investment portfolios are selected in accordance
with the investment allocation restrictions.

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

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

(a) is purchase payments credited within 120 days of the date we issued the
contract (reduced proportionately by the percentage reduction in account
value attributable to each partial withdrawal (including

applicable withdrawal charges) prior to the exercise of the Guaranteed
Principal Option) and

(b) the account value on the contract anniversary immediately preceding
exercise of the Guaranteed Principal Option.

The Guaranteed Principal Option can only be exercised if (a) exceeds (b), as
defined above. The Guaranteed Principal Adjustment will be added to each
applicable investment portfolio in the ratio the portion of the account value in
such investment portfolio bears to the total account value in all investment
portfolios. It is important to note that only purchase payments made during the
first 120 days that you hold the contract are taken into consideration in
determining the Guaranteed Principal Adjustment. If you anticipate making
purchase payments after 120 days, you should understand that such payments will
not increase the Guaranteed Principal Adjustment. However, because purchase
payments made after 120 days will increase your account value, such payments may
have a significant impact on whether or not a Guaranteed Principal Adjustment is
due. Therefore, GMIB Plus II may not be appropriate for you if you intend to
make additional purchase payments after the 120-day period and are purchasing
the GMIB Plus II for this feature.

The Guaranteed Principal Adjustment will never be less than zero. If the
Guaranteed Principal Option is exercised, the GMIB Plus II rider will terminate
as of the date the option takes effect and no additional GMIB charges will apply
thereafter. The variable annuity contract, however, will continue, and the GMIB
Plus II investment allocation restrictions, described above, will no longer
apply.

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

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

Age at Annuitization Guarantee Period
--------------------- -----------------
80 9
81 8
82 7
83 6
84 - 90 5

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

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

The GMIB Annuity Table is specified in the rider. This table is calculated based
on the Annuity 2000 Mortality Table with a 7-year age set back with interest of
2.5% per annum. As with other payout types, the amount you receive as an income
payment also depends on your age, your sex, and the annuity option you select.
The annuity rates in the GMIB Annuity Table are conservative and a withdrawal
charge may be applicable, so the amount of guaranteed minimum lifetime income
that the GMIB produces may be less than the amount of annuity income that would
be provided by applying your account value on your annuity date to then-current
annuity purchase rates.

If you exercise the GMIB Plus II, your annuity payments will be the greater of:

.. the annuity payment determined by applying the amount of the income base to
the GMIB Annuity Table, or

.. the annuity payment determined for the same annuity option in accordance
with the base contract. (See "Annuity Payments (The Income Phase).")

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

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

.. you take no withdrawals before your 60th birthday;

.. your account value is fully withdrawn at or after your 60th birthday and
there is an income base remaining; and

.. the annuity option you select is the single life annuity with 10 years of
annuity payments guaranteed;

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

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

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

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

b) The date you make a complete withdrawal of your account value;

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

d) Death of the owner or joint owner (unless the spouse (age 89 or
younger) is the beneficiary and elects to continue the contract), or
death of the annuitant if a non-natural person owns the contract;

e) A change for any reason of the owner or joint owner or the annuitant,
if a non-natural person owns the contract, unless we agree otherwise;

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

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

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

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

DESCRIPTION OF GMIB PLUS I

In states where the GMIB Plus I has been approved and the GMIB Plus II has not
been approved, the GMIB Plus I is available only for owners up through age 75,
and you can only elect GMIB Plus I at the time you purchase the contract. GMIB
Plus I may be exercised after a 10-year waiting period and then only within 30
days following a contract anniversary, provided that the exercise must occur no
later than the 30-day period following the contract anniversary on or following
the owner's 85th birthday.

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

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

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

(3) If your income base is increased due to an Optional Reset under the GMIB
Plus I rider, we may increase the rider charge to the charge applicable to
contract purchases of the same rider at the time of the increase, but to no
more than a maximum of 1.50%.

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

(5) Termination provision g) above does not apply, and the following replaces
termination provision a), above:

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

(6) If you elect the GMIB Plus I, you are limited to allocating your purchase
payments and account value among the following investment portfolios:

(a) the MetLife Defensive Strategy Portfolio,

(b) the MetLife Moderate Strategy Portfolio,

(d) the MetLife Growth Strategy Portfolio.

You may elect to participate in the EDCA program, provided that your destination
investment portfolios are one or more of the above-listed investment portfolios.

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

For contracts issued before February 26, 2007, we offered a version of the GMIB
---------------------------------------------
Plus I that is no longer available. The prior version of the GMIB Plus I differs
from the current version with respect to the calculation of the Annual Increase
Amount and the applicable rider charge. Specifically: (1) for purposes of
calculating the Annual Increase Amount, (a) the annual increase rate is 5% per
year through the contract anniversary on or following the Owner's 85th birthday,
and (b) the amount of total withdrawal adjustments for a contract year as
calculated in paragraph (b)(ii)(2) of the ""Income Base" section above will be
set equal to the dollar amount of total withdrawals in such contract year
provided that such total withdrawals do not exceed 5% of the Annual Increase
Amount on the issue date or on the prior contract anniversary after the first
contract year; and (2) the additional charge for the GMIB Plus I is 0.75% of the
Income Base (with a maximum charge of 1.50% of the Income Base applicable upon
the exercise of the Optional Reset feature).

For contracts issued before February 27, 2006, you may elect an Optional Reset
---------------------------------------------
under the GMIB Plus I as described above, except that: 1) you may elect an
Optional Reset on any contract anniversary only on or after the third contract
anniversary, and you may then elect an Optional Reset at any subsequent contract
anniversary only if it has been at least three years since the last Optional
Reset; and 2) you are required to affirmatively elect an Optional Reset in
accordance with the procedures described above; the Automatic Annual Step-Up
feature is not available. Subject to state approval, we will enhance your
contract to change the frequency of the Optional Resets from every third
contract anniversary to every contract anniversary. You will also be able to
elect Automatic Annual Step-Ups, as described above.

DESCRIPTION OF GMIB II

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

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

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

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

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

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

(3) There is no Guaranteed Principal Option.

(4) There is no Optional Reset feature.

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

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

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

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

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

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

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

DESCRIPTION OF GMIB I

In states where GMIB I has been approved and GMIB II has not been approved, you
can only elect GMIB I at the time you purchase the contract and if you are age
75 or less. Once elected, the rider cannot be terminated except as described
below. GMIB I may be exercised after a 10-year waiting period, up through age
85, within 30 days following a contract anniversary.

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

(1) The GMIB I Income Base is calculated as described above in "Description of
GMIB Plus II-Income Base", except that:

a) Withdrawals may be payable as you direct without affecting the
withdrawal adjustments;

b) On the issue date, the Annual Increase Amount is equal only to your
initial purchase payment (not all purchase payments credited within 120
---
days of issue); and

c) The annual increase rate is 6% per year through the contract anniversary
on or following the owner's 81st birthday and 0% thereafter.

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

Death of the owner or death of the annuitant if a non-natural person owns
the contract.

(3) If you take a full withdrawal of your account value, your contract is
terminated by us due to its small account value and inactivity (see "Purchase -
Purchase Payments"), or your contract lapses, the GMIB I rider terminates (even
if there remains any income base) and no payments will be made under the rider.

We currently waive the contractual requirement that terminates the GMIB I rider
in the event of the death of the owner in circumstances where the spouse of the
owner elects to continue the contract. (See "Death Benefit -

General Death Benefit Provisions.") In such event, the GMIB I rider will
automatically continue unless the spouse elects to terminate the rider. We are
permanently waiving this requirement with respect to purchasers of the contract
offered by this prospectus who have elected GMIB I.

GUARANTEED WITHDRAWAL BENEFITS

We offer optional guaranteed withdrawal benefit riders for an additional charge.
There are four guaranteed withdrawal benefit riders, two versions of the GWB and
two versions of the LWG, available under this contract:

.. Lifetime Withdrawal Guarantee II ("LWG II")

.. Lifetime Withdrawal Guarantee I ("LWG I")

.. Enhanced Guaranteed Withdrawal Benefit ("Enhanced GWB")

.. Guaranteed Withdrawal Benefit I ("GWB I")

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

If you purchase a guaranteed withdrawal benefit rider, you must elect one
version at the time you purchase the contract, prior to age 86. A maximum of two
guaranteed withdrawal benefit riders are offered in any particular state. Please
check with your registered representative regarding which version(s) are
available in your state. You may not have this benefit and another living
benefit (GMIB or GMAB) or the Enhanced Death Benefit rider in effect at the same
time. Once elected, these riders may not be terminated except as stated below.

FACTS ABOUT GUARANTEED WITHDRAWAL BENEFIT RIDERS

MANAGING WITHDRAWALS. The GWB guarantee may be reduced if your annual
withdrawals are greater than the maximum amount allowed, called the Annual
Benefit Payment, which is described in more detail below. The GWB does not
establish or guarantee an account value or minimum return for any investment
portfolio. The Benefit

Base (as described below) under the GWB I and Enhanced GWB riders, and the
Remaining Guaranteed Withdrawal Amount (as described below) under the Lifetime
Withdrawal Guarantee rider, cannot be taken as a lump sum. (However, if you
cancel the Lifetime Withdrawal Guarantee riders after a waiting period of at
least fifteen years, the Guaranteed Principal Adjustment will increase your
account value to the purchase payments credited within the first 120 days of the
date that we issue the contract, reduced proportionately for any withdrawals.
See "Description of the Lifetime Withdrawal Guarantee II- Cancellation and
Guaranteed Principal Adjustment" below.) Income taxes and penalties may apply to
your withdrawals, and withdrawal charges may apply to withdrawals during the
first contract year unless you take the necessary steps to elect to take such
withdrawals under a Systematic Withdrawal Program. Withdrawal charges will also
apply to withdrawals of purchase payments that exceed the free withdrawal
amount. (See "Expenses-Withdrawal Charge.")

IF IN ANY CONTRACT YEAR YOU TAKE CUMULATIVE WITHDRAWALS THAT EXCEED THE ANNUAL
BENEFIT PAYMENT, THE TOTAL PAYMENTS THAT THE GWB GUARANTEES THAT YOU OR YOUR
BENEFICIARY WILL RECEIVE FROM THE CONTRACT OVER TIME MAY BE LESS THAN THE
INITIAL GUARANTEED WITHDRAWAL AMOUNT (TOTAL GUARANTEED WITHDRAWAL AMOUNT FOR THE
LIFETIME WITHDRAWAL GUARANTEE RIDERS). THIS REDUCTION MAY BE SIGNIFICANT AND
MEANS THAT RETURN OF YOUR PURCHASE PAYMENTS MAY BE LOST. THE GWB RIDER CHARGE
WILL CONTINUE TO BE DEDUCTED AND CALCULATED BASED ON THE GUARANTEED WITHDRAWAL
AMOUNT (TOTAL GUARANTEED WITHDRAWAL AMOUNT FOR THE LIFETIME WITHDRAWAL GUARANTEE
RIDERS) UNTIL TERMINATION OF THE RIDER.

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

TAX TREATMENT. The tax treatment of withdrawals under the GWB and LWG riders is
uncertain. It is conceivable that the amount of potential gain could be
determined based on the Benefit Base (Remaining Guaranteed Withdrawal Amount
under the Lifetime Withdrawal Guarantee riders) at the time of the withdrawal,
if the Benefit Base (or Remaining Guaranteed Withdrawal Amount) is greater than
the account value (prior to withdrawal charges, if applicable). This could
result in a greater amount of taxable income reported under a withdrawal and
conceivably a limited ability to recover any remaining basis if there is a loss
on surrender of the contract. Consult your tax advisor prior to purchase.

GWB, LIFETIME WITHDRAWAL GUARANTEE AND DECEDENT CONTRACTS. In the event the
Lifetime Withdrawal Guarantee is made available for purchase by a beneficiary
under a decedent's IRA (or where otherwise offered, under any other contract
which is being "stretched" by a beneficiary after the death of the owner or
after the death of the annuitant in certain cases) and the beneficiary, as
required under tax rules, is to receive required minimum distributions prior to
attaining age 59 1/2, the required minimum distributions received from the
contract will have the effect of eliminating the lifetime payments under the
Lifetime Withdrawal Guarantee. Under the tax rules, such contracts generally
require distributions to commence in accordance with tax regulations by the end
of the calendar year following the year of the owner's death. Therefore the
Lifetime Withdrawal Guarantee is not appropriate for purchase under a decedent's
IRA by a beneficiary who has not attained age 59 1/2.

Note that the Lifetime Withdrawal Guarantee, Enhanced GWB and GWB I riders are
not appropriate for purchase by a beneficiary under a decedent's Non-Qualified
Contract.

(See Appendix E for examples of the GWB riders.)

DESCRIPTION OF THE LIFETIME WITHDRAWAL GUARANTEE II

TOTAL GUARANTEED WITHDRAWAL AMOUNT. While the Lifetime Withdrawal Guarantee II
rider is in effect, we guarantee that you will receive a minimum amount over
time. We refer to this minimum amount as the TOTAL GUARANTEED WITHDRAWAL AMOUNT.
The initial Total Guaranteed Withdrawal Amount is equal to your initial purchase
payment. We increase the Total Guaranteed Withdrawal Amount (up to a maximum of
$10,000,000) by each additional purchase payment. If you take a withdrawal that
does not exceed the Annual Benefit Payment (see "Annual Benefit Payment" below),
then we will not reduce the Total Guaranteed Withdrawal Amount. We refer to this
type of withdrawal as a Non-Excess Withdrawal. If, however, you take a
withdrawal that

results in cumulative withdrawals for the current contract year that exceeds the
Annual Benefit Payment, then we will reduce the Total Guaranteed Withdrawal
Amount in the same proportion that the withdrawal reduces the account value. We
refer to this type of withdrawal as an Excess Withdrawal.

REMAINING GUARANTEED WITHDRAWAL AMOUNT. The REMAINING GUARANTEED WITHDRAWAL
AMOUNT is the remaining amount you are guaranteed to receive over time. We
increase the Remaining Guaranteed Withdrawal Amount (up to a maximum of
$10,000,000) by additional purchase payments. If you take a Non-Excess
Withdrawal, we will decrease the Remaining Guaranteed Withdrawal Amount by the
amount of the Non-Excess Withdrawal. If, however, you take an Excess Withdrawal,
then we will reduce the Remaining Guaranteed Withdrawal Amount in the same
proportion that the withdrawal reduces the account value. Each withdrawal will
include any applicable withdrawal charge.

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

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

IT IS IMPORTANT TO NOTE:

.. If you take your first withdrawal before the date you reach age 59 1/2, we
will continue to pay the Annual Benefit Payment each year until the
Remaining Guaranteed Withdrawal Amount is depleted, even if your account
value declines to zero. This guarantees that you will receive your purchase
payments regardless of market performance so long as you do not take Excess
Withdrawals; however, you will not be guaranteed income for the rest of
your life.

.. If you take your first withdrawal on or after the date you reach age 59
1/2, we will continue to pay the Annual Benefit Payment each year for the
rest of your life (and the life of your spouse, if the Joint Life version
of the rider was elected, and your spouse elects to continue the contract
and is at least age 59 1/2 at continuation), even if your Remaining
Guaranteed Withdrawal Amount and/or account value declines to zero.
Therefore, you will be guaranteed income for life.

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

.. If you have elected the LWG II, you should carefully consider when to begin
taking withdrawals. If you begin taking withdrawals too soon, you may limit
the value of the LWG II. For example, we no longer increase your Total
Guaranteed Withdrawal Amount by the 7.25% Compounding Income Amount once
you make your second withdrawal. However, if you delay taking withdrawals
for too long, you may limit the number of years available for you to take
withdrawals in the future (due to life expectancy) and you may be paying
for a benefit you are not using.

.. At any time during the accumulation phase, you can elect to annuitize under
current annuity rates in lieu of continuing the LWG II rider. This may
provide higher income amounts and/or different tax treatment than the
payments received under the LWG II rider.

MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your annual
withdrawals. To retain the full guarantees of this rider, your annual
withdrawals cannot exceed the Annual Benefit Payment each contract year. In
other words, you should not take Excess

Withdrawals. We do not include withdrawal charges for the purpose of calculating
whether you have made an Excess Withdrawal. If you do take an Excess Withdrawal,
we will recalculate the Total Guaranteed Withdrawal Amount and reduce the Annual
Benefit Payment to the new Total Guaranteed Withdrawal Amount multiplied by the
5% Withdrawal Rate (6% Withdrawal Rate if you make your first withdrawal on or
after the date you reach age 76).

In addition, as noted above, if you take an Excess Withdrawal, we will reduce
the Remaining Total Guaranteed Withdrawal Amount in the same proportion that the
withdrawal reduces the account value. These reductions in the Total Guaranteed
Withdrawal Amount, Annual Benefit Payment, and Remaining Guaranteed Withdrawal
Amount may be significant. You are still eligible to receive either lifetime
payments or the remainder of the Remaining Guaranteed Withdrawal Amount so long
as the withdrawal that exceeded the Annual Benefit Payment did not cause your
account value to decline to zero.

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

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

The Automatic Annual Step-Up will:

.. reset the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed
Withdrawal Amount to the account value on the date of the Step-Up, up to a
maximum of $10,000,000, regardless of whether or not you have taken any
withdrawals.

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

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

In the event that the charge applicable to contract purchases at the time of the
Step-Up is higher than your current LWG II rider charge, we will notify you in
writing a minimum of 30 days in advance of the applicable contract anniversary
and inform you that you may choose to decline the Automatic Annual Step-Up. If
you choose to decline the Automatic Annual Step-Up, you must notify us in
accordance with our Administrative Procedures (currently we require you to
submit your request in writing to our Annuity Service Center no less than seven
calendar days prior to the applicable contract anniversary). Once you notify us
of your decision to decline the Automatic Annual Step-Up, you will no longer be
eligible for future Automatic Annual Step-Ups until you notify us in writing to
our Annuity Service Center that you wish to reinstate the Step-Ups. This
reinstatement will take effect at the next contract anniversary after we receive
your request for reinstatement. Please note that the Automatic Annual Step-Up
may be of limited benefit if you intend to make purchase payments that would
cause your account value to approach $10,000,0000, because the Total Guaranteed
Withdrawal Amount and Remaining Guaranteed Withdrawal Amount cannot exceed
$10,000,000.

REQUIRED MINIMUM DISTRIBUTIONS. For IRAs and other contracts subject to Section
401(a)(9) of the Internal Revenue Code, you may be required to take withdrawals
to fulfill minimum distribution requirements generally beginning at age 70 1/2.
These required distributions may be larger than your Annual Benefit Payment.
After the first contract year, we will increase your Annual Benefit Payment to
equal your required minimum distribution amount for that year, if such amounts
are greater than your Annual Benefit Payment. YOU MUST BE ENROLLED IN THE
AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM TO QUALIFY FOR THIS INCREASE IN
THE ANNUAL BENEFIT PAYMENT. THE FREQUENCY OF YOUR WITHDRAWALS MUST BE ANNUAL.
THE AUTOMATED

REQUIRED MINIMUM DISTRIBUTION PROGRAM IS BASED ON INFORMATION RELATING TO THIS
CONTRACT ONLY. To enroll in the Automated Required Minimum Distribution program,
please contact our Annuity Service Center.

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

JOINT LIFE VERSION. A Joint Life version of the LWG II rider is available for a
charge of 0.85% (which may increase upon an Automatic Annual Step-Up to a
maximum of 1.50%). Like the Single Life version of the LWG II rider, the Joint
Life version must be elected at the time you purchase the contract, and the
owner (or oldest joint owner) must be age 85 or younger. Under the Joint Life
version, when the owner of the contract dies (or when the first joint owner
dies), the LWG II rider will automatically remain in effect only if the spouse
is the primary beneficiary and elects to continue the contract under the spousal
continuation provisions. (See "Death Benefit-Spousal Continuation.") This means
that if you purchase the Joint Life version and subsequently get divorced, or
your spouse is no longer the primary beneficiary at the time of your death, he
or she will not be eligible to receive payments under the LWG II rider. If the
spouse is younger than age 59 1/2 when he or she elects to continue the
contract, the spouse will receive the Annual Benefit Payment each year until the
Remaining Guaranteed Withdrawal Amount is depleted. If the spouse is age 59 1/2
or older when he or she elects to continue the contract, the spouse will receive
the Annual Benefit Payment each year for the remainder of his or her life. In
situations in which a trust is both the owner and beneficiary of the contract,
the Joint Life version of the LWG II would not apply.

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

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

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

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

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

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

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

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

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

(3) the date there are insufficient funds to deduct the Lifetime Withdrawal
Guarantee rider charge from the account value (you are still eligible to
receive either the Remaining Guaranteed Withdrawal Amount or lifetime
payments, provided the provisions and conditions of the rider have been
met);

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

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

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

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

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

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

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

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

We reserve the right to accelerate any payment, in a lump sum, that is less than
$500 or to comply with requirements under the Internal Revenue Code (including
minimum distribution requirements for IRAs and other contracts subject to
Section 401(a)(9) of the Internal Revenue Code and Non-Qualified Contracts
subject to Section 72(s)). If you terminate the LWG II rider because (1) you
make a total withdrawal of your account value; (2) your account value is
insufficient to pay the LWG II rider charge; or (3) the contract owner dies,
except where the beneficiary or joint owner is the spouse of the owner and the
spouse elects

to continue the contract, you may not make additional purchase payments under
the contract.

DESCRIPTION OF THE LIFETIME WITHDRAWAL GUARANTEE I

In states where the Lifetime Withdrawal Guarantee II is not yet approved, we
offer (in states where approved) the Lifetime Withdrawal Guarantee I rider. The
Lifetime Withdrawal Guarantee I rider is identical to the Lifetime Withdrawal
Guarantee II, with the exceptions described below.

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

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

COMPOUNDING INCOME AMOUNT. If you elect the Lifetime Withdrawal Guarantee I
rider, on each contract anniversary until the earlier of: (a) the date of the
first withdrawal from the contract or (b) the tenth contract anniversary, we
-----
increase the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed
Withdrawal Amount by an amount equal to 5% multiplied by the Total Guaranteed
Withdrawal Amount and Remaining Guaranteed Withdrawal Amount before such
increase. On the other hand, if you elect the LWG II rider, on each contract
anniversary until the earlier of: (a) the date of the second withdrawal from
------
the contract or (b) the tenth contract anniversary, we increase the Total
Guaranteed Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount by
an amount equal to 7.25% multiplied by the Total Guaranteed Withdrawal Amount
and Remaining Guaranteed Withdrawal Amount before such increase.

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

AUTOMATIC ANNUAL STEP-UP. If an Automatic Annual Step-Up occurs under the
Lifetime Withdrawal Guarantee I rider, we may increase the Lifetime Withdrawal
Guarantee I rider charge to the charge applicable to current contract purchases
of the same rider at the time of the step-up, but to no more than a maximum of
0.95% (Single Life version) or 1.40% (Joint Life version) of the Total
Guaranteed Withdrawal Amount.

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

INVESTMENT ALLOCATION RESTRICTIONS. If you elect the Lifetime Withdrawal
Guarantee I rider, you are limited to allocating your purchase payments and
account value among the fixed account and the following investment portfolios:

(1) MetLife Defensive Strategy Portfolio

(2) MetLife Moderate Strategy Portfolio

(3) MetLife Balanced Strategy Portfolio

(4) MetLife Growth Strategy Portfolio

(5) BlackRock Money Market Portfolio

You may also elect to participate in the EDCA program, provided that your
destination investment portfolios are one or more of the above listed investment
portfolios you have chosen. On the other hand, if you elect the LWG II rider,
you must comply with the restrictions listed in

"Purchase - Investment Allocation Restrictions for Certain Riders."

DESCRIPTION OF THE ENHANCED GUARANTEED WITHDRAWAL BENEFIT

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

The Benefit Base is equal to:

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

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

.. Reduced dollar for dollar by Benefits Paid, which are withdrawals
(including any applicable withdrawal charge) and amounts applied to an
annuity option (currently, you may not apply amounts less than your entire
account value to an annuity option); and

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

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

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

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

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

You can always take annual withdrawals less than the Annual Benefit Payment.
However, if you choose to receive only a part of, or none of, your Annual
Benefit Payment in any given contract year, your Annual Benefit Payment is

not cumulative and your Benefit Base and Annual Benefit Payment will not
increase. For example, if your Annual Benefit Payment is 7% of your Benefit Base
and you withdraw only 4% one year, you cannot then withdraw 10% the next year
without exceeding your Annual Benefit Payment.

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

OPTIONAL RESET. The purpose of an Optional Reset is to "lock-in" a higher
Benefit Base, which may increase the amount of the Annual Benefit Payment and
lengthen the period of time over which these withdrawals can be taken. At any
contract anniversary prior to the owner's 86th birthday, you may elect an
Optional Reset. The Optional Reset will reset the Annual Benefit Payment,
Benefit Base and Guaranteed Withdrawal Amount, provided that your account value
is larger than the Benefit Base immediately before the reset. We reserve the
right to prohibit an Optional Reset election if we no longer offer this benefit.
The reset will:

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

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

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

An Optional Reset can also result in an increase of the Guaranteed Withdrawal
Amount and the Enhanced GWB rider charge. However, locking in a higher Benefit
Base by electing an Optional Reset can result in a decrease of the Annual
Benefit Payment and the Guaranteed Withdrawal Amount if the account value before
the reset was less than the Guaranteed Withdrawal Amount. Therefore, generally
it may be beneficial to reset your Benefit Base only if your account value
exceeds your Guaranteed Withdrawal Amount. However, any benefit of an Optional
Reset also depends on the current Enhanced GWB rider charge. If the current
charge in effect is higher than the charge you are paying, it may not be
beneficial to reset your Benefit Base since we will begin applying the higher
current charge at the time of the reset (even if the reset results in a decrease
of your Annual Benefit Payment and/or your Guaranteed Withdrawal Amount).

We must receive your request for an Optional Reset in accordance with our
administrative procedures (currently we require you to submit your request in
writing to our Annuity Service Center) within the 30-day period ending on the
day before the applicable contract anniversary. If the owner is a non-natural
person, the annuitant's age is the basis for determining the birthday. If there
are joint owners, the age of the oldest joint owner is used to determine the
birthday. The Optional Reset will take effect on the next contract anniversary
following our receipt of your written request.

For contracts issued prior to July 16, 2007, you may elect an Optional Reset
-------------------------------------------
beginning with the third contract annivesary (as long as it is prior to the
owner's 86th

birthday) and at any subsequent contract anniversary prior to the owner's 86th
birthday as long as it has been at least three years since the last Optional
Reset.

WITHDRAWAL CHARGE. We will apply a withdrawal charge to withdrawals from
purchase payments of up to 7% of purchase payments taken in the first seven
years following receipt of the applicable purchase payment. (See "Expenses -
Withdrawal Charge - Free Withdrawal Amount" and "Access to Your Money -
Systematic Withdrawal Program.")

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

CANCELLATION OF THE ENHANCED GWB RIDER. You may elect to cancel the Enhanced GWB
rider in accordance with our Administrative Procedures (currently we require you
to submit your cancellation request in writing to our Annuity Service Center)
during the 90-day period following your fifth contract anniversary. Such
cancellation will take effect upon our receipt of your request. If you cancel
the Enhanced GWB rider, you may not re-elect it.

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

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

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

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

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

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

(6) the termination of your contract.

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

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

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

the owner is not a natural person) dies prior to the "annuity starting date" (as
defined under the Internal Revenue Code and regulations thereunder), the period
over which the Benefit Base is paid as a death benefit cannot exceed the
remaining life expectancy of the payee under the appropriate IRS tables. For
purposes of the preceding sentence, if the payee is a non-natural person, the
Benefit Base must be paid out within 5 years from the date of death. Payments
under this death benefit must begin within 12 months following the date of
death.

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

DESCRIPTION OF THE GUARANTEED WITHDRAWAL BENEFIT I

In states where the Enhanced Guaranteed Withdrawal Benefit is not yet approved,
we currently offer the GWB I rider instead of the Enhanced GWB rider. This
version is the same as the Enhanced GWB rider described above, except that you
do not have the ability to cancel the rider following your fifth contract
anniversary, as described above under "Cancellation of the Enhanced GWB Rider."

GUARANTEED MINIMUM ACCUMULATION BENEFIT

In states where approved, you may elect the Guaranteed Minimum Accumulation
Benefit ("GMAB") as an optional rider to your contract. The GMAB guarantees that
your account value will not be less than a minimum amount at the end of a
specified number of years (the "Rider Maturity Date"). If your account value is
less than the minimum guaranteed amount at the Rider Maturity Date, we will
apply an additional amount to increase your account value so that it is equal to
the guaranteed amount.

If you elect the GMAB rider, we require you to allocate your purchase payments
and all of your account value to one of the MetLife Asset Allocation Program
---
portfolios available in your contract (the MetLife Aggressive Strategy and the
MetLife Growth Strategy Portfolios are not available for this purpose). You may
also allocate purchase payments to the EDCA program, provided that your
destination portfolio is the available MetLife Asset Allocation Program
portfolio that you have chosen. No transfers are permitted while this rider is
in effect. The MetLife Asset Allocation Program portfolio you choose will
determine the percentage of purchase payments that equals the guaranteed amount.
The MetLife Asset Allocation Program portfolios available if you choose the GMAB
rider, the percentage of purchase payments that determines the guaranteed
amount, and the number of years to the Rider Maturity Date for each, are:

Guaranteed
Amount Years to
(% of Purchase Rider
Portfolio Payments) Maturity Date
------------------- ---------------- --------------
MetLife Defensive
Strategy Portfolio 130% 10 years
MetLife Moderate
Strategy Portfolio 120% 10 years
MetLife Balanced
Strategy Portfolio 110% 10 years

For more information about the MetLife Asset Allocation Program portfolios,
please see "Investment Options -

Description of the MetLife Asset Allocation Program" and the prospectus for the
MetLife Asset Allocation Program portfolios.

You may elect the GMAB rider when you purchase the contract, up through age 80.
This benefit is intended to protect you against poor investment performance
during the accumulation phase of your contract. You may not have this benefit
and a GMIB or GWB rider in effect at the same time.

BENEFIT DESCRIPTION. The GMAB rider guarantees that at the Rider Maturity Date,
your account value will at least be equal to a percentage of the purchase
payments you made during the first 120 days that you held the contract (the
"GMAB Eligibility Period"), less reductions for any withdrawals (and related
withdrawal charges) that you made at any time before the Rider Maturity Date.
The percentage of purchase payments made that determines the guaranteed amount
range from 110% to 130%, depending on the MetLife Asset Allocation Program
portfolio you selected. This guaranteed amount is the "GUARANTEED ACCUMULATION
AMOUNT." The Guaranteed Accumulation Amount is used only to determine the amount
of any

benefit payable under the GMAB feature and the amount of the annual charge for
the GMAB. There is a maximum Guaranteed Accumulation Amount for your contract
that is shown on your contract schedule page (currently $5 million). Purchase
payments made after this maximum Guaranteed Accumulation Amount is reached will
not increase the Guaranteed Accumulation Amount above the maximum. However, if
you make a withdrawal of account value during the GMAB Eligibility Period that
reduces the Guaranteed Accumulation Amount below the maximum, then purchase
payments you make AFTER the withdrawal, and during the GMAB Eligibility Period,
will increase the Guaranteed Accumulation Amount until it reaches the maximum.
Only purchase payments made during the first 120 days that you hold the contract
are taken into consideration in determining the Guaranteed Accumulation Amount.
If you anticipate making purchase payments after 120 days, you should understand
that such payments will not increase the Guaranteed Accumulation Amount.
Purchase payments made after 120 days are added to your account value and impact
whether or not a benefit is due under the GMAB feature at the Rider Maturity
Date.

On your contract's issue date, the Guaranteed Accumulation Amount is equal to a
percentage of your initial purchase payment. Subsequent purchase payments made
during the GMAB Eligibility Period increase the Guaranteed Accumulation Amount
by the percentage amount of the purchase payment (subject to the limit described
above) depending on which MetLife Asset Allocation Program portfolio you have
selected. When you make a withdrawal from the contract, the Guaranteed
Accumulation Amount is reduced in the same proportion that the amount of the
withdrawal (including any related withdrawal charge) bears to the total account
value.

EXAMPLE:

Assume your account value is $100,000 and your Guaranteed Accumulation
Amount is $120,000, prior to making a $10,000 withdrawal from the contract.
The withdrawal amount is 10% of the account value. Therefore, after the
withdrawal, your account value would be $90,000 and your Guaranteed
Accumulation Amount would be $108,000 (90% of $120,000).

The Guaranteed Accumulation Amount does not represent an amount of money
available for withdrawal and is not used to calculate any benefits under the
contract prior to the Rider Maturity Date.

At the Rider Maturity Date, after deduction of the annual charge for the GMAB
rider, we will compare your contract's account value to its Guaranteed
Accumulation Amount. If the account value is less than the Guaranteed
Accumulation Amount, we will contribute to your account value the amount needed
to make it equal the Guaranteed Accumulation Amount. (This added amount is the
"Guaranteed Accumulation Payment.") The Guaranteed Accumulation Payment is
allocated entirely to the MetLife Asset Allocation Program portfolio you have
selected (no portion of the Guaranteed Accumulation Payment is allocated to the
EDCA account).

If your account value is greater than or equal to the Guaranteed Accumulation
Amount at the Rider Maturity Date, then no Guaranteed Accumulation Payment will
be paid into your account value. The GMAB rider terminates at the Rider Maturity
Date. We will not deduct the GMAB rider charge after that date, and the related
investment requirements and restrictions will no longer apply.

If your account value is reduced to zero for any reason other than a full
withdrawal of the account value or application of the entire account value to an
annuity option, but your contract has a positive Guaranteed Accumulation Amount
remaining, the contract and the GMAB rider will remain in force. No charge for
the GMAB rider will be deducted or accrue while there is insufficient account
value to cover the deductions for the charge. At the Rider Maturity Date, the
Guaranteed Accumulation Payment will be paid into the account value.

Purchase payments made after the 120 day GMAB Eligibility Period may have a
significant impact on whether or not a Guaranteed Accumulation Payment is due at
the Rider Maturity Date. Even if purchase payments made during the 120 day GMAB
Eligibility Period lose significant value, if the account value, which includes
all purchase payments, is equal to or greater than the Guaranteed
---
Accumulation Amount, which is a percentage of your purchase payments made during
the 120 day period, then no Guaranteed Accumulation Payment is made. Therefore,
the GMAB rider may not be appropriate for you if you intend to make additional
purchase payments after the GMAB Eligibility Period.

EXAMPLE:

Assume that you make one $10,000 purchase payment during the 120 day GMAB
Eligibility Period and you select the MetLife Balanced Strategy Porfolio.
Therefore, the Guaranteed Accumulation Amount is $11,000 (110% of your
$10,000 purchase payment). Assume that at the Rider Maturity Date, your
account value is $0. The Guaranteed Accumulation Payment is $11,000
($11,000 - $0 = $11,000).

In contrast, assume that you make one $10,000 purchase payment during the
120 day GMAB Eligibility Period and you select the MetLife Balanced
Strategy Porfolio. Therefore, the Guaranteed Accumulation Amount is
$11,000. Also assume that on the day before the Rider Maturity Date your
account value is $0. Assume that you decide to make one purchase payment on
the day before the Rider Maturity Date of $11,000. At the Rider Maturity
Date, assume there has not been any positive or negative investment
experience for the one day between your purchase payment and the Rider
Maturity Date. Consequently, your account value is $11,000. We would not
pay a Guaranteed Accumulation Payment because the account value of $11,000
is equal to the Guaranteed Accumulation Amount of $11,000 ($11,000 -
$11,000 = $0).

RIDER TERMINATION. The GMAB rider will terminate at the earliest of: (1) the
Rider Maturity Date; (2) the date you surrender the contract; (3) the date you
cancel the GMAB rider, as described below; (4) the date you apply all of your
account value to an annuity option; and (5) the date of death of the owner or
joint owner (or annuitant if the owner is a non-natural person), unless the
beneficiary is the spouse of the owner and elects to continue the contract under
the spousal continuation provisions of the contract.

Once the rider is terminated, the GMAB rider charge will no longer be deducted
and the related investment requirements and limitations will no longer apply. If
the rider is terminated before the Rider Maturity Date, the Guaranteed
Accumulation Payment will not be paid.

CANCELLATION. You have a one-time right to cancel this optional benefit to take
effect on your fifth contract anniversary. We must receive your request in
writing within the 90-day period after your fifth contract anniversary. Such
cancellation will take effect upon our receipt of your request. Once you have
cancelled the GMAB rider, you will no longer be eligible to receive the
Guaranteed Accumulation Payment or be bound by the investment requirements and
restrictions, and we will no longer deduct the charge for this rider.

GMAB AND DECEDENT CONTRACTS. Note that the GMAB is not appropriate for purchase
by a beneficiary under a decedent's Non-Qualified Contract (see "Federal Income
Tax Status - Taxation of Non-Qualified Contracts") or IRA contract (or where
otherwise offered, under any other contract which is being "stretched" by a
beneficiary after the death of the owner or after the death of the annuitant in
certain cases) because, under tax rules, such contracts generally require
distributions to commence by the end of the calendar year following the year of
the owner's death and such distributions will have the effect of reducing the
usefulness of the GMAB.

SUMMARY OF LIVING BENEFIT RIDERS

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

INCOME
GUARANTEES
GMIB PLUS GMIB
I & II I & II

LIFETIME INCOME Yes (after waiting Yes (after waiting
period) period)
BENEFIT RIDER Yes Yes
INVOLVES
ANNUITIZATION
WITHDRAWALS Prior to Prior to
PERMITTED/1/ annuitization annuitization
WAITING PERIOD Must wait 10 years Must wait 10 years
to annuitize under to annuitize under
rider; Optional rider; withdrawals
Step-Up/2/ restarts available
waiting period; immediately
withdrawals
available
immediately
RESET/STEP-UP Yes No
MAY INVEST IN Prior to Prior to
VARIABLE annuitization annuitization
INVESTMENT
OPTIONS
INVESTMENT Yes No
ALLOCATION
REQUIREMENTS
ABILITY TO CANCEL Yes, after 10 years, No
RIDER can take lump-sum
option under the
GPO provisions
DEATH BENEFIT Prior to Prior to
annuitization, annuitization,
contract death contract death
benefit available/3/ benefit available/3/
CURRENT RIDER 0.80% 0.50%
CHARGES/4/

ACCOUNT
WITHDRAWAL VALUE
GUARANTEES GUARANTEE
LIFETIME
WITHDRAWAL ENHANCED GWB
GUARANTEE I & II & GWB I GMAB

LIFETIME INCOME Yes (if first No No
withdrawal on or
after age 59 1/2)
BENEFIT RIDER No No No
INVOLVES
ANNUITIZATION
WITHDRAWALS Yes Yes Yes
PERMITTED/1/
WAITING PERIOD None (age 59 1/2 for None 10 years
lifetime
withdrawals)
RESET/STEP-UP Yes Yes No
MAY INVEST IN Yes Yes Yes
VARIABLE
INVESTMENT
OPTIONS
INVESTMENT Yes No Yes
ALLOCATION
REQUIREMENTS
ABILITY TO CANCEL Yes, at 5th, 10th & Enhanced GWB Yes, within 90 days
--------------------
RIDER 15th contract only: Yes, within 90 after 5th contract
anniversary, days after 5th anniversary
annually thereafter; contract
or, lump-sum anniversary
option under the
GPA provisions
after 15 years
DEATH BENEFIT Contract death Ability to receive None
benefit or alternate Benefit Base in
rider death benefit series of payments
available instead of contract
death benefit
CURRENT RIDER LWG II: 0.65% Enhanced GWB: 0.75%
CHARGES/4/ (Single Life version) 0.55%; GWB I:
or 0.85% (Joint 0.50%
Life version); LWG
I: 0.50% (Single
Life version) or
0.70% (Joint Life
version)

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

(2) For GMIB Plus I, the Optional Step-Up is called the "Optional Reset."

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

(4) Certain rider charges may increase upon a Reset or Step-Up. Generally, rider
charges are assessed as a percentage of the guaranteed benefit rather than
account value. For example, the charge for GMIB II is 0.50% of the Income Base.
See the Expenses section and the individual rider descriptions for more
information.

8. PERFORMANCE

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

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

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

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

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

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

9. DEATH BENEFIT

UPON YOUR DEATH

If you die during the accumulation phase, we will pay a death benefit to your
beneficiary(ies). The Principal Protection is the standard death benefit for
your contract. At the time you purchase the contract, depending on availability
in your state, you can select the optional Annual Step-Up Death Benefit rider,
the Enhanced Death Benefit rider or the Compounded-Plus Death Benefit rider and
you can also select the Additional Death Benefit-Earnings Preservation Benefit.
If you are 80 years old or older at the effective date of your contract, you are
not eligible to select the Annual Step-Up Death Benefit rider, the
Compounded-Plus Death Benefit rider or the Earnings Preservation Benefit. If you
are 76 years old or older at the effective date of your contract, you are not
eligible to select the Enhanced Death Benefit rider. For contracts issued prior
to May 1, 2003, the Annual Step-Up is the standard death benefit for your
contract.

The death benefits are described below. Check your contract and riders for the
specific provisions applicable. One or more optional death benefits may not be
available in your state (check with your registered representative regarding
availability). The death benefit is determined as of the end of the business day
on which we receive both due proof of death and an election for the payment
method. Where there are multiple beneficiaries, the death benefit will only be
determined as of the time the first beneficiary submits the necessary
documentation in good order.

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

If a non-natural person owns the contract, the annuitant will be deemed to be
the owner in determining the death

benefit. If there are joint owners, the age of the oldest owner will be used to
determine the death benefit amount.

STANDARD DEATH BENEFIT - PRINCIPAL PROTECTION

The death benefit will be the greater of:

(1) the account value; or

(2) total purchase payments, reduced proportionately by the percentage
reduction in account value attributable to each partial withdrawal.

If the owner is a natural person and the owner is changed to someone other than
a spouse, the death benefit amount will be determined as defined above;
however, subsection (2) will be changed to provide as follows: "the account
value as of the effective date of the change of owner, increased by purchase
payments received after the date of the change of owner, reduced
proportionately by the percentage reduction in account value attributable to
each partial withdrawal made after such date."

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

OPTIONAL DEATH BENEFIT - ANNUAL STEP-UP

If you select the Annual Step-Up death benefit rider, the death benefit will be
the greatest of:

(1) the account value; or

(2) total purchase payments, reduced proportionately by the percentage
reduction in account value attributable to each partial withdrawal; or

(3) the highest anniversary value, as defined below.

On the date we issue your contract, the highest anniversary value is equal to
your initial purchase payment. Thereafter, the highest anniversary value (as
recalculated) will be increased by subsequent purchase payments and reduced
proportionately by the percentage reduction in account value attributable to
each subsequent partial withdrawal. On each contract anniversary prior to your
81st birthday, the highest anniversary value will be recalculated and set equal
to the greater of the highest anniversary value before the recalculation or the
account value on the date of the recalculation.

If the owner is a natural person and the owner is changed to someone other than
a spouse, the death benefit is equal to the greatest of (1), (2) or (3);
however, for purposes of calculating (2) and (3) above:

.. Subsection (2) is changed to provide: "The account value as of the
effective date of the change of owner, increased by purchase payments
received after the date of change of owner, and reduced proportionately by
the percentage reduction in account value attributable to each partial
withdrawal made after such date"; and

.. for subsection (3), the highest anniversary value will be recalculated to
equal your account value as of the effective date of the change of owner.

In the event that a beneficiary who is the spouse of the owner elects to
continue the contract in his or her name after the owner dies, the death benefit
is equal to the greatest of (1), (2) or (3).

OPTIONAL DEATH BENEFIT - ENHANCED DEATH BENEFIT

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

If you select the Enhanced Death Benefit rider, the amount of the death benefit
will be the greater of:

(1) the account value; or

(2) the death benefit base.

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

The death benefit base is the greater of (a) or (b) below:

(a) Highest Anniversary Value: On the date we issue your contract, the
Highest Anniversary Value is equal to your initial purchase payment.
Thereafter, the Highest Anniversary Value will be increased by
subsequent purchase payments and reduced proportionately by the
percentage reduction in account value attributable to each partial
withdrawal. The percentage reduction in account value is the dollar
amount of the withdrawal plus any applicable withdrawal charges
divided by the account value immediately preceding such withdrawal. On
each contract anniversary prior to your 81st birthday, the Highest
Anniversary Value will be recalculated to equal the greater of the
Highest Anniversary Value before the recalculation

or the account value on the date of the recalculation.

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

(i) is purchase payments accumulated at the annual increase rate. The
annual increase rate is 6% per year through the contract
anniversary immediately prior to your 91st birthday, and 0% per
year thereafter; and

(ii) is withdrawal adjustments accumulated at the annual increase
rate. A withdrawal adjustment for any partial withdrawal in a
contract year is equal to the value of the Annual Increase Amount
immediately before a withdrawal multiplied by the percentage
reduction in account value attributable to that partial
withdrawal. However, if total partial withdrawals in a contract
year are not greater than 6% of the Annual Increase Amount on the
previous contract anniversary, the total withdrawal adjustments
for that contract year will equal the dollar amount of total
partial withdrawals in that contract year and will be treated as
a single withdrawal at the end of that contract year.

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

OPTIONAL STEP-UP. On each contract anniversary on or after the first anniversary
following the effective date of the rider, you may elect an Optional Step-Up
provided that (1) the account value exceeds the Annual Increase Amount
immediately before the Step-Up; and (2) the owner (or oldest joint owner or
annuitant if the contract is owned by a non-natural person) is not older than
age 80 on the date of the Optional Step-Up.

The Optional Step-Up will:

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

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

On the date of the Step-Up, the account value on that day will be treated as a
single purchase payment received on the date of the Step-Up for purposes of
determining the Annual Increase Amount after the Step-Up. All purchase payments
and withdrawal adjustments previously used to calculate the Annual Increase
Amount will be set equal to zero on the date of the Step-Up.

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

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

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

In the event that the charge applicable to contract purchases at the time of the
Step-Up is higher than your current Enhanced Death Benefit rider charge, you
will be notified in writing a minimum of 30 days in advance of the applicable
contract anniversary and be informed that you may choose to decline the
Automatic Annual Step-Up. If you decline the Automatic Annual Step-Up, you must
notify us in accordance with our Administrative Procedures (currently we require
you to submit your request in writing to our Annuity Service Center no less than
seven calendar days prior to the applicable contract anniversary). Once

you notify us of your decision to decline the Automatic Annual Step-Up, you will
no longer be eligible for future Automatic Annual Step-Ups until you notify us
in writing to our Annuity Service Center that you wish to reinstate the
Step-Ups. This reinstatement will take effect at the next contract anniversary
after we receive your request for reinstatement.

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

You may discontinue Automatic Annual Step-Ups at any time by notifying us in
writing, at our Annuity Service Center (or by any other method acceptable to
us), at least 30 days prior to the contract anniversary following the date you
make this election. If you discontinue Automatic Annual Step-Ups, the Enhanced
Death Benefit rider (and the rider charge) will continue, and you may choose to
elect a one time Optional Step-Up or reinstate Automatic Annual Step-Ups as
described above.

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

TERMINATION OF THE ENHANCED DEATH BENEFIT. The Enhanced Death Benefit will
terminate upon the earliest of:

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

b) The date there are insufficient funds to deduct the Enhanced Death Benefit
rider charge from your account value;

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

d) A change of the owner or joint owner (or annuitant if the owner is a
non-natural person), subject to our administrative procedures;

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

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

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

OPTIONAL DEATH BENEFIT - COMPOUNDED-PLUS

In states where the Compounded-Plus death benefit rider has been approved and
the Enhanced Death Benefit has not been approved, you may select the
Compounded-Plus death benefit rider if you are age 79 or younger at the
effective date of your contract. If you select the Compounded-Plus death benefit
rider, the death benefit will be the greater of:

(1) the account value; or

(2) the enhanced death benefit.

The enhanced death benefit is the greater of (a) or (b) below:

(a) Highest Anniversary Value: On the date we issue your contract, the
highest anniversary value is equal to your initial purchase payment.
Thereafter, the highest anniversary value (as recalculated) will be
increased by subsequent purchase payments and reduced proportionately
by the percentage reduction in account value attributable to each
subsequent partial withdrawal. On each contract anniversary prior to
your 81st birthday, the highest anniversary value will be recalculated
and set equal to the greater of the highest anniversary value before
the recalculation or the account value on the date of the
recalculation.

(b) Annual Increase Amount: On the date we issue your contract, the annual
increase amount is equal to your initial purchase payment. Thereafter,
the annual increase amount is equal to (i) less (ii), where:

(i) is purchase payments accumulated at the annual increase rate. The
annual increase rate is 5% per year through the contract
anniversary immediately prior to your 81st birthday, and 0% per
year thereafter; and

(ii) is withdrawal adjustments accumulated at the annual increase
rate. A withdrawal adjustment is equal to the value of the annual
increase amount immediately prior to a withdrawal multiplied by
the percentage reduction in account value attributable to that
partial withdrawal.

If the owner is a natural person and the owner is changed to someone other than
a spouse, the death benefit is equal

to the greatest of (1) or (2); however, for purposes of calculating the enhanced
death benefit under (2) above:

(a) for the highest anniversary value, the highest anniversary value will
be recalculated to equal your account value as of the effective date
of the owner change; and

(b) for the annual increase amount, the current annual increase amount
will be reset to equal your account value as of the effective date of
the owner change. For purposes of the calculation of the annual
increase amount thereafter, the account value on the effective date of
the owner change will be treated as the initial purchase payment and
purchase payments received and partial withdrawals taken prior to the
change of owner will not be taken into account.

In the event that a beneficiary who is the spouse of the owner elects to
continue the contract in his or her name after the owner dies, the death benefit
amount is equal to the greater of (1) or (2).

ADDITIONAL DEATH BENEFIT - EARNINGS PRESERVATION BENEFIT

The Additional Death Benefit - Earnings Preservation Benefit pays an additional
death benefit that is intended to help pay part of the income taxes due at the
time of death of the owner or joint owner. The benefit is only available up
through age 79 (on the contract issue date). In certain situations, this benefit
may not be available for qualified plans (check with your registered
representative for details).

Before the contract anniversary immediately prior to your 81st birthday, the
additional death benefit is equal to the "benefit percentage" (determined in
accordance with the table below) times the result of (a) - (b), where:

(a) is the death benefit under your contract; and

(b) is total purchase payments not withdrawn. For purposes of calculating this
value, partial withdrawals are first applied against earnings in the
contract, and then against purchase payments not withdrawn.

On or after the contract anniversary immediately prior to your 81st birthday,
the additional death benefit is equal to the "benefit percentage" (determined in
accordance with the table below) times the result of (a) - (b), where:

(a) is the death benefit on the contract anniversary immediately prior to your
81st birthday, increased by subsequent purchase payments and reduced
proportionately by the percentage reduction in account value attributable
to each subsequent partial withdrawal; and

Benefit Percentage

Issue Age Percentage
------------------
Ages 69 or younger 40%
Ages 70-79 25%
Ages 80 and above 0%

If the owner is a natural person and the owner is changed to someone other than
a spouse, the additional death benefit is as defined above; however, for the
purposes of calculating subsection (b) above "total purchase payments not
withdrawn" will be reset to equal the account value as of the effective date of
the owner change, and purchase payments received and partial withdrawals taken
prior to the change of owner will not be taken into account.

In the event that a beneficiary who is the spouse of the owner elects to
continue the contract in his or her name after the owner dies, the additional
death benefit will be determined and payable upon receipt of due proof of death
of the first spousal beneficiary. Alternatively, the spousal beneficiary may
elect to have the additional death benefit determined and added to the account
value upon the election, in which case the additional death benefit rider will
terminate (and the corresponding death benefit rider charge will also
terminate).

GENERAL DEATH BENEFIT PROVISIONS

The death benefit amount remains in the Separate Account until distribution
begins. From the time the death benefit is determined until complete
distribution is made, any amount in the Separate Account will continue to be
subject to investment risk. This risk is borne by the beneficiary.

Please check with your registered representative regarding the availability of
the following in your state.

If the beneficiary under a tax qualified contract is the annuitant's spouse, the
tax law generally allows distributions to begin by the year in which the
annuitant would have reached 70 1/2 (which may be more or less than five years
after the annuitant's death).

A beneficiary must elect the death benefit to be paid under one of the payment
options (unless the owner has previously made the election). The entire death
benefit must be paid within five years of the date of death unless the
beneficiary elects to have the death benefit payable under an annuity option.
The death benefit payable under an annuity option must be paid over the
beneficiary's lifetime or for a period not extending beyond the beneficiary's
life expectancy. For non-qualified contracts, payment must begin within one year
of the date of death. For tax qualified contracts, payment must begin no later
than the end of the calendar year immediately following the year of death.

We may also offer a payment option, for both non-tax qualified contracts and
certain tax qualified contracts, under which your beneficiary may receive
payments, over a period not extending beyond his or her life expectancy, under a
method of distribution similar to the distribution of required minimum
distributions from Individual Retirement Accounts. If this option is elected, we
will issue a new contract to your beneficiary in order to facilitate the
distribution of payments. Your beneficiary may choose any optional death benefit
available under the new contract. Upon the death of your beneficiary, the death
benefit would be required to be distributed to your beneficiary's beneficiary at
least as rapidly as under the method of distribution in effect at the time of
your beneficiary's death. (See "Federal Income Tax Status.") To the extent
permitted under the tax law, and in accordance with our procedures, your
designated beneficiary is permitted under our procedures to make additional
purchase payments consisting of monies which are direct transfers (as permitted
under tax law) from other tax qualified or non-tax qualified contracts,
depending on which type of contract you own, held in the name of the decedent.
Any such additional purchase payments would be subject to applicable withdrawal
charges. Your beneficiary is also permitted to choose some of the optional
benefits available under the contract, but certain contract provisions or
programs may not be available.

If a lump sum payment is elected and all the necessary requirements are met, the
payment will be made within 7 days. Payment to the beneficiary under an annuity
option may only be elected during the 60 day period beginning with the date we
receive due proof of death. If we do not receive an election during such time,
we will make a single lump sum payment to the beneficiary at the end of the 60
day period.

If the owner or a joint owner, who is not the annuitant, dies during the income
phase, any remaining payments under the annuity option elected will continue at
least as rapidly as under the method of distribution in effect at the time of
the owner's death. Upon the death of the owner or a joint owner during the
income phase, the beneficiary becomes the owner.

SPOUSAL CONTINUATION

If the primary beneficiary is the spouse of the owner, upon the owner's death,
the beneficiary may elect to continue the contract in his or her own name. Upon
such election, the account value will be adjusted upward (but not downward) to
an amount equal to the death benefit amount determined upon such election and
receipt of due proof of death of the owner. Any excess of the death benefit
amount over the account value will be allocated to each applicable investment
portfolio and/or the fixed account in the ratio that the account value in the
investment portfolio and/or the fixed account bears to the total account value.
Spousal continuation will not satisfy minimum required distribution rules for
tax qualified contracts other than IRAs.

DEATH OF THE ANNUITANT

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

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

CONTROLLED PAYOUT

You may elect to have the death benefit proceeds paid to your beneficiary in the
form of annuity payments for life or over a period of time that does not exceed
your beneficiary's life expectancy. This election must be in writing in a form
acceptable to us. You may revoke the election only in writing and only in a form
acceptable to us. Upon your death, the beneficiary cannot revoke or modify

your election. The Controlled Payout is only available to Non-Qualified
Contracts (see "Federal Income Tax Status").

10. FEDERAL INCOME TAX STATUS

The following discussion is general in nature and is not intended as tax advice.
Each person concerned should consult a competent tax adviser. No attempt is made
to consider any applicable state tax or other tax laws, or to address any state
and local estate, inheritance and other tax consequences of ownership or receipt
of distributions under a contract.

When you invest in an annuity contract, you usually do not pay taxes on your
investment gains until you withdraw the money, generally for retirement
purposes. If you invest in an annuity contract as part of an individual
retirement plan, pension plan or employer-sponsored retirement program, your
contract is called a "Qualified Contract." The tax rules applicable to Qualified
Contracts vary according to the type of retirement plan and the terms and
conditions of the plan. You should note that for any Qualified Contract, the tax
deferred accrual feature is provided by the tax qualified retirement plan, and
as a result there should be reasons other than tax deferral for acquiring the
contract within a qualified plan.

If your annuity is independent of any formal retirement or pension plan, it is
termed a "Non-Qualified Contract."

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

TAXATION OF NON-QUALIFIED CONTRACTS

NON-NATURAL PERSON. If a non-natural person (e.g., a trust) owns a Non-Qualified
Contract, the taxpayer generally must include in income any increase in the
excess of the account value over the investment in the contract (generally, the
premiums or other consideration paid for the contract) during the taxable year.
There are some exceptions to this rule and a prospective owner that is not a
natural person should discuss these with a tax adviser.

The following discussion generally applies to Non-Qualified Contracts owned by
natural persons.

WITHDRAWALS. When a withdrawal from a Non-Qualified Contract occurs, the amount
received will be treated as ordinary income subject to tax up to an amount equal
to the excess (if any) of the account value immediately before the distribution
over the owner's investment in the contract (generally, the premiums or other
consideration paid for the contract, reduced by any amount previously
distributed from the contract that was not subject to tax) at that time. In the
case of a surrender under a Non-Qualified Contract, the amount received
generally will be taxable only to the extent it exceeds the owner's investment
in the contract.

In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount received is taxable, generally based on the ratio of the "investment in
the contract" to the individual's total account balance or accrued benefit under
the retirement plan. The "investment in the contract" generally equals the
amount of any non-deductible purchase payments paid by or on behalf of any
individual. In many cases, the "investment in the contract" under a Qualified
Contract can be zero.

It is conceivable that certain benefits or the charges for certain benefits such
as any of the guaranteed death benefits (including, but not limited to, the
Earnings Preservation Benefit) and certain living benefits (E.G., the GWB riders
or GMAB rider), could be considered to be taxable each year as deemed
distributions from the contract to pay for non-annuity benefits. We currently
treat these charges and benefits as an intrinsic part of the annuity contract
and do not tax report these as taxable income until distributions are actually
made. However, it is possible that this may change in the future if we determine
that this is required by the IRS. If so, the charges or benefits could also be
subject to a 10% penalty tax if the taxpayer is under age 59 1/2.

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

after-tax basis immediately preceding the withdrawal. Consult your tax adviser.

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

ADDITIONAL PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution (or
a deemed distribution) from a Non-Qualified Contract, there may be imposed a
federal tax penalty equal to 10% of the amount treated as income. In general,
however, there is no penalty on distributions:

.. made on or after the taxpayer reaches age 59 1/2;

.. made on or after the death of an owner;

.. attributable to the taxpayer's becoming disabled;

.. made as part of a series of substantially equal periodic payment (at least
annually) for the life (or life expectancy) of the taxpayer or the joint
lives (or joint life expectancies) of the taxpayer and his or her
designated beneficiary; or

.. under certain immediate income annuities providing for substantially equal
payments made at least annually.

Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. Also,
additional exceptions apply to distributions from a Qualified Contract. You
should consult a tax adviser with regard to exceptions from the penalty tax.

ANNUITY PAYMENTS. Although tax consequences may vary depending on the payout
option elected under an annuity contract, a portion of each annuity payment is
generally not taxed and the remainder is taxed as ordinary income. The
non-taxable portion of any annuity payment is generally determined in a manner
that is designed to allow you to recover your investment in the contract ratably
on a tax-free basis over the expected stream of annuity payments, as determined
when annuity payments start. Once your investment in the contract has been fully
recovered, however, the full amount of each annuity payment is subject to tax as
ordinary income. In general, the amount of each payment under a variable annuity
payment option that can be excluded from federal income tax is the remaining
after-tax cost in the amount annuitized at the time such payments commence,
divided by the number of expected payments, subject to certain adjustments. No
deduction is permitted for any excess of such excludable amount for a year over
the annuity payments actually received in that year. However, you may elect to
increase the excludable amount attributable to future years by a ratable portion
of such excess. Consult your tax advisor as to how to make such election and
also as to how to treat the loss due to any unrecovered investment in the
contract when the income stream is terminated. Once the investment in the
contract has been recovered through the use of the excludable amount, the entire
amount of all future payments are includable in taxable income.

The IRS has not furnished explicit guidance as to how the excludable amount is
to be determined each year under variable income annuities that permit transfers
between the fixed account and variable investment portfolios, as well as
transfers between investment portfolios after the annuity starting date. Consult
your tax adviser.

TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Non-Qualified Contract because of your death or the death of the annuitant.
Generally, such amounts are includible in the income of the recipient as
follows: (i) if distributed in a lump sum, they are taxed in the same manner as
a surrender of the contract, or (ii) if distributed under a payout option, they
are taxed in the same way as annuity payments.

See the Statement of Additional Information as well as "Death Benefit - General
Death Benefit Provisions" in this prospectus for a general discussion on the
federal income tax rules applicable to how death benefits must be distributed.

TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT. Where otherwise permitted
under the terms of the contract, a transfer or assignment of ownership of a
Non-Qualified Contract, the designation or change of an annuitant, the selection
of certain maturity dates, or the exchange of a contract may result in certain
adverse tax consequences to you that are not discussed herein. An owner
contemplating any such transfer, assignment, exchange or event should consult a
tax adviser as to the tax consequences.

WITHHOLDING. Annuity distributions are generally subject to withholding for the
recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.

MULTIPLE CONTRACTS. The tax law provides that deferred annuities issued after
October 21, 1988 by the same insurance company or an affiliate in the same
calendar year

to the same owner are combined for tax purposes. As a result, a greater portion
of your withdrawals may be considered taxable income than you would otherwise
expect. Please consult your own tax advisor.

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

FURTHER INFORMATION. We believe that the contracts will qualify as annuity
contracts for federal income tax purposes and the above discussion is based on
that assumption. Further details can be found in the Statement of Additional
Information under the heading "Tax Status of the Contracts."

TAXATION OF QUALIFIED CONTRACTS

The tax rules applicable to Qualified Contracts vary according to the type of
retirement plan and the terms and conditions of the plan. Your rights under a
Qualified Contract may be subject to the terms of the retirement plan itself,
regardless of the terms of the Qualified Contract. Adverse tax consequences may
result if you do not ensure that contributions, distributions and other
transactions with respect to the contract comply with the law.

INDIVIDUAL RETIREMENT ACCOUNTS (IRAS). IRAs, as defined in Section 408 of the
Internal Revenue Code (Code), permit individuals to make annual contributions of
up to the lesser of the applicable dollar amount for the year (for 2007, $4,000
plus, for an owner age 50 or older, $1,000) or the amount of compensation
includible in the individual's gross income for the year. The contributions may
be deductible in whole or in part, depending on the individual's income.
Distributions from certain retirement plans may be "rolled over" into an IRA on
a tax-deferred basis without regard to these limits. Amounts in the IRA (other
than non-deductible contributions) are taxed when distributed from the IRA. A
10% penalty tax generally applies to distributions made before age 59 1/2,
unless an exception applies. The Internal Revenue Service (IRS) has approved the
forms of the IRA and SIMPLE IRA endorsements, when used with the contract and
certain of its riders (including enhanced death benefits), but your contract may
differ from the approved version because of differences in riders or state
insurance law requirements. Traditional IRAs/SEPs, SIMPLE IRAs and Roth IRAs may
not invest in life insurance. The contract may provide death benefits that could
exceed the greater of premiums paid or the account balance. The final required
minimum distribution income tax regulations generally treat such benefits as
part of the annuity contract and not as life insurance and require the value of
such benefits to be included in the participant's interest that is subject to
the required minimum distribution rules.

SIMPLE IRA. A SIMPLE IRA permits certain small employers to establish SIMPLE
plans as provided by Section 408(p) of the Code, under which employees may elect
to defer to a SIMPLE IRA a percentage of compensation up to $10,500 for 2007.
The sponsoring employer is generally required to make matching or non-elective
contributions on behalf of employees. Distributions from SIMPLE IRA's are
subject to the same restrictions that apply to IRA distributions and are taxed
as ordinary income. Subject to certain exceptions, premature distributions prior
to age 59 1/2 are subject to a 10% penalty tax, which is increased to 25% if the
distribution occurs within the first two years after the commencement of the
employee's participation in the plan.

ROTH IRA. A Roth IRA, as described in Code section 408A, permits certain
eligible individuals to make non-deductible contributions to a Roth IRA in cash
or as a rollover or transfer from another Roth IRA or other IRA. A rollover from
or conversion of an IRA to a Roth IRA is generally subject to tax, and other
special rules apply. The owner may wish to consult a tax adviser before
combining any converted amounts with any other Roth IRA contributions, including
any other conversion amounts from other tax years. Distributions from a Roth IRA
generally are not taxed, except that, once aggregate distributions exceed
contributions to the Roth IRA, income tax and a 10% penalty tax may apply to
distributions made (1) before age 59 1/2 (subject to certain exceptions) or (2)
during the five taxable years starting with the year in

which the first contribution is made to any Roth IRA. A 10% penalty tax may
apply to amounts attributable to a conversion from an IRA if they are
distributed during the five taxable years beginning with the year in which the
conversion was made.

PENSION PLANS. Corporate pension and profit-sharing plans under Section 401(a)
of the Code allow corporate employers to establish various types of retirement
plans for employees, and self-employed individuals to establish qualified plans
for themselves and their employees. Adverse tax consequences to the retirement
plan, the participant or both may result if the contract is transferred to any
individual as a means to provide benefit payments, unless the plan complies with
all the requirements applicable to such benefits prior to transferring the
contract. The contract includes optional death benefits that in some cases may
exceed the greater of the premium payments or the account value.

TAX SHELTERED ANNUITIES. Tax Sheltered Annuities (TSA) that qualify under
section 403(b) of the Code allow employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(social security) tax. Distributions of (1) salary reduction contributions made
in years beginning after December 31, 1988; (2) earnings on those contributions;
and (3) earnings on amounts held as of the close of the last year beginning
before January 1, 1989, are not allowed prior to age 59 1/2, severance from
employment, death or disability. Salary reduction contributions may also be
distributed upon hardship, but would generally be subject to penalties.

Final income tax regulations issued in July 2007 require certain fundamental
changes to these arrangements including (a) a requirement that there be a
written plan document in addition to the annuity contract (or section 403(b)(7)
custodial account), (b) significant restrictions on the ability of participants
to direct proceeds between 403(b) annuity contracts (effective as of September
24, 2007) and (c) new restrictions on withdrawals of amounts attributable to
contributions other than elective deferrals.

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

SECTION 457(B) PLANS. An eligible 457(b) plan, while not actually a qualified
plan as that term is normally used, provides for certain eligible deferred
compensation plans with respect to service for state governments, local
governments, political subdivisions, agencies, instrumentalities and certain
affiliates of such entities, and tax exempt organizations. Under such plans a
participant may specify the form of investment in which his or her participation
will be made. Under a non-governmental plan, which must be a tax-exempt entity
under section 501(c) of the Code, all such investments, however, are owned by
and are subject to, the claims of the general creditors of the sponsoring
employer. In general, all amounts received under a non-governmental section
457(b) plan are taxable and are subject to federal income tax withholding as
wages.

SEPARATE ACCOUNT CHARGES FOR DEATH BENEFITS. For contracts purchased under
section 401(a) plans or 403(b) plans, certain death benefits could conceivably
be characterized as an incidental benefit, the amount of which is limited in any
pension or profit-sharing plan. Because the death benefits, in certain cases,
may exceed this limitation employers using the contract in connection with such
plans should consult their tax adviser. Additionally, it is conceivable that the
explicit charges for, or the amount of the mortality and expense charges
allocable to, such benefits may be considered taxable distributions.

OTHER TAX ISSUES. Qualified Contracts (including contracts under section 457(b)
plans) have minimum distribution rules that govern the timing and amount of
distributions. You should refer to your retirement plan, adoption agreement, or
consult a tax adviser for more information about these distribution rules.
Failure to meet such rules generally results in the imposition of a 50% excise
tax on the amount that should have been, but was not, distributed.

Final income tax regulations regarding minimum distribution requirements were
released in June 2004. These regulations affect both deferred and income
annuities. Under these new rules, effective with respect to minimum
distributions required for the 2006 distribution year, in general, the value of
all benefits under a deferred

annuity (including death benefits in excess of account value, as well as all
living benefits) must be added to the account value in computing the amount
required to be distributed over the applicable period.

The final required minimum distribution regulations permit income payments to
increase due to "actuarial gain" which includes the investment performance of
the underlying assets, as well as changes in actuarial factors and assumptions
under certain conditions. Additionally, withdrawals may also be permitted under
certain conditions. The new rules are not entirely clear, and you should consult
with your own tax adviser to determine whether your variable income annuity will
satisfy these rules for your own situation.

Distributions from Qualified Contracts generally are subject to withholding for
the owner's federal income tax liability. The withholding rate varies according
to the type of distribution and the owner's tax status. The owner will be
provided the opportunity to elect not to have tax withheld from distributions.

"Eligible rollover distributions" from section 401(a), 403(a), 403(b) and
governmental section 457(b) plans are subject to a mandatory federal income tax
withholding of 20%. An eligible rollover distribution is any distribution to an
employee (or employee's spouse or former spouse as beneficiary or alternate
payee) from such a plan, except certain distributions such as distributions
required by the Code, distributions in a specified annuity form or hardship
distributions. The 20% withholding does not apply, however, if the employee
chooses a "direct rollover" from the plan to a tax-qualified plan, IRA or tax
sheltered annuity or to a governmental 457(b) plan that agrees to separately
account for rollover contributions. Effective March 28, 2005, certain mandatory
distributions made to participants in an amount in excess of $1,000 must be
rolled over to an IRA designated by the Plan, unless the participant elects to
receive it in cash or roll it over to a different IRA or eligible retirement
plan of his or her own choosing. General transitional rules apply as to when
plans have to be amended. Special effective date rules apply for governmental
plans and church plans.

COMMUTATION FEATURES UNDER ANNUITY PAYMENT OPTIONS. Please be advised that the
tax consequences resulting from the election of an annuity payment option
containing a commutation feature are uncertain and the IRS may determine that
the taxable amount of annuity payments and withdrawals received for any year
could be greater than or less than the taxable amount reported by us. The
exercise of the commutation feature also may result in adverse tax consequences
including:

.. The imposition of a 10% penalty tax on the taxable amount of the commuted
value, if the taxpayer has not attained age 59 1/2 at the time the
withdrawal is made. This 10% penalty tax is in addition to the ordinary
income tax on the taxable amount of the commuted value.

.. The retroactive imposition of the 10% penalty tax on annuity payments
received prior to the taxpayer attaining age 59 1/2.

.. The possibility that the exercise of the commutation feature could
adversely affect the amount excluded from federal income tax under any
annuity payments made after such commutation.

A payee should consult with his or her own tax advisor prior to electing to
annuitize the contract and prior to exercising any commutation feature under an
annuity payment option.

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

ANNUITY PURCHASE PAYMENTS BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS. The
discussion above provides general information regarding U.S. federal income tax
consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
the U.S. federal withholding tax

on taxable distributions from annuity contracts at a 30% rate, unless a lower
treaty rate applies. In addition, purchasers may be subject to state and/or
municipal taxes and taxes that may be imposed by the purchaser's country of
citizenship or residence. Prospective purchasers are advised to consult with a
qualified tax adviser regarding U.S., state, and foreign taxation with respect
to an annuity contract purchase.

TAX BENEFITS RELATED TO THE ASSETS OF THE SEPARATE ACCOUNT

We may be entitled to certain tax benefits related to the assets of the Separate
Account. These tax benefits, which may include foreign tax credits and corporate
dividends received deductions, are not passed back to the Separate Account or to
contract owners because we are the owner of the assets from which the tax
benefits are derived.

POSSIBLE TAX LAW CHANGES

Although the likelihood of legislative changes is uncertain, there is always the
possibility that the tax treatment of the contract could change by legislation
or otherwise. Consult a tax adviser with respect to legislative developments and
their effect on the contract.

We have the right to modify the contract in response to legislative changes that
could otherwise diminish the favorable tax treatment that annuity contract
owners currently receive. We make no guarantee regarding the tax status of the
contract and do not intend the above discussion as tax advice.

11. OTHER INFORMATION

METLIFE INVESTORS USA

MetLife Investors USA Insurance Company (MetLife Investors USA) is a stock life
insurance company founded on September 13, 1960, and organized under the laws of
the State of Delaware. Its principal executive offices are located at 5 Park
Plaza, Suite 1900, Irvine, CA 92614. MetLife Investors USA is authorized to
transact the business of life insurance, including annuities, and is currently
licensed to do business in all states (except New York) and the District of
Columbia. On October 11, 2006, MetLife Investors USA became a wholly-owned
subsidiary of MetLife Insurance Company of Connecticut. We changed our name to
MetLife Investors USA Insurance Company on February 12, 2001. On December 31,
2002, MetLife Investors USA became an indirect subsidiary of MetLife, Inc., a
listed company on the New York Stock Exchange. MetLife, Inc., through its
subsidiaries and affiliates, is a leading provider of insurance and other
financial services to individual and institutional customers.

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

THE SEPARATE ACCOUNT

We have established a SEPARATE ACCOUNT, MetLife Investors USA Separate Account A
(Separate Account), to hold the assets that underlie the contracts. Our Board of
Directors adopted a resolution to establish the Separate Account under Delaware
insurance law on May 29, 1980. We have registered the Separate Account with the
Securities and Exchange Commission as a unit investment trust under the
Investment Company Act of 1940. The Separate Account is divided into
subaccounts.

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

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

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

DISTRIBUTOR

We have entered into a distribution agreement with our affiliate, MetLife
Investors Distribution Company (Distributor), 5 Park Plaza, Suite 1900, Irvine,
CA 92614, for the distribution of the contracts. Distributor, and in certain
cases, we, have entered into selling agreements with other affiliated and
unaffiliated selling firms for the sale of the contracts. We pay compensation to
Distributor for sales

of the contracts by selling firms. We also pay amounts to Distributor that may
be used for its operating and other expenses, including the following sales
expenses: compensation and bonuses for the Distributor's management team,
advertising expenses, and other expenses of distributing the contracts.
Distributor's management team also may be eligible for non-cash compensation
items that we may provide jointly with Distributor. Non-cash items include
conferences, seminars and trips (including travel, lodging and meals in
connection therewith), entertainment, merchandise and other similar items.

All of the investment portfolios make payments to Distributor under their
distribution plans in consideration of services provided and expenses incurred
by Distributor in distributing shares of the investment portfolios. (See "Fee
Tables and Examples - Investment Portfolio Expenses" and the fund prospectuses.)
These payments range from 0.15% to 0.25% of Separate Account assets invested in
the particular investment portfolio.

SELLING FIRMS

As noted above, Distributor, and in certain cases, we, have entered into selling
agreements with affiliated and unaffiliated selling firms for the sale of the
contracts. Affiliated selling firms include Metropolitan Life Insurance Company
(MLIC); New England Securities Corporation; Tower Square Securities, Inc.; and
Walnut Street Securities, Inc. All selling firms receive commissions, and they
may also receive some form of non-cash compensation. Certain selected selling
firms receive additional compensation (described below under "Additional
Compensation for Selected Selling Firms"). These commissions and other
incentives or payments are not charged directly to contract owners or the
Separate Account. We intend to recoup commissions and other sales expenses
through fees and charges deducted under the contract or from our general
account. A portion of the payments made to selling firms may be passed on to
their sales representatives in accordance with the selling firms' internal
compensation programs. Those programs may also include other types of cash and
non-cash compensation and other benefits.

COMPENSATION PAID TO SELLING FIRMS. We and Distributor pay compensation to all
affiliated and unaffiliated selling firms in the form of commissions and may
also provide certain types of non-cash compensation. The maximum commission
payable for contract sales and additional purchase payments by selling firms is
8% of purchase payments. Some selling firms may elect to receive a lower
commission when a purchase payment is made, along with annual trail commissions
up to 1.20% of account value (less purchase payments received within the
previous 12 months) for so long as the contract remains in effect or as agreed
in the selling agreement. We also pay commissions when a contract owner elects
to begin receiving regular income payments (referred to as "annuity payments").
(See "Annuity Payments - The Income Phase.") Distributor may also provide
non-cash compensation items that we may provide jointly with Distributor.
Non-cash items include expenses for conference or seminar trips and certain
gifts. With respect to the contracts, the compensation paid to affiliated
selling firms is generally not expected to exceed, on a present value basis, the
aggregate amount of commission that is paid by Distributor to all other selling
firms as noted above.

SALES BY OUR AFFILIATES. As previously noted, we and Distributor may offer the
contracts through retail selling firms that are affiliates of ours. The amount
of compensation the affiliated selling firms pass on to their sales
representatives is determined in accordance with their own internal compensation
programs. These programs may also include other types of cash compensation, such
as bonuses, equity awards (such as stock options), training allowances,
supplementary salary, financing arrangements, marketing support, medical and
other insurance benefits, retirement benefits, non-qualified deferred
compensation plans and other benefits. For sales representatives of certain
affiliates, the amount of this additional compensation is based primarily on the
amount of proprietary products sold and serviced by the representative.
Proprietary products are those issued by us or our affiliates. The managers who
supervise these sales representatives may also be entitled to additional cash
compensation based on the sale of proprietary products sold by their
representatives. Because the additional cash compensation paid to these sales
representatives and their managers is primarily based on sales of proprietary
products, these sales representatives and their managers have an incentive to
favor the sale of proprietary products over other products issued by
non-affiliates.

Sales representatives of our affiliate, MLIC, receive cash payments for the
products they sell and service based upon a "gross dealer concession" model. The
cash payment received by the sales representative is equal to a percentage

of the gross dealer concession. For MLIC sales represenatives other than those
in its MetLife Resources (MLR) division, the percentage is determined by a
formula that takes into consideration the amount of proprietary products that
the sales representative sells and services. The percentage could be as high as
100%. (MLR sales representatives receive compensation based on premiums and
purchase payments applied to all products sold and serviced by the
representative.) In addition, MetLife sales representatives may be entitled to
the additional compensation described above based on sales of proprietary
products. Because sales of proprietary products are a factor determining the
percentage of gross dealer concession and/or the amount of additional
compensation to which MLIC sales representatives are entitled, the sales
representatives have an incentive to favor the sale of the contracts over other
similar products issued by non-affiliates. In addition, because the MLIC sales
managers' compensation is based upon the sales made by the sales representatives
they supervise, the MLIC sales managers also have an incentive to favor the sale
of proprietary products.

We may also make certain payments to the business unit responsible for the
operation of the distribution systems through which the contracts are sold.
These amounts are part of the total compensation paid for the sale of the
contracts.

Ask your registered representative for further information about what payments
your registered representative and the selling firm for which he or she works
may receive in connection with your purchase of a contract.

ADDITIONAL COMPENSATION FOR SELECTED SELLING FIRMS. We and Distributor have
entered into distribution arrangements with certain selected selling firms.
Under these arrangements we and Distributor may pay additional compensation to
selected selling firms, including marketing allowances, introduction fees,
persistency payments, preferred status fees and industry conference fees.
Marketing allowances are periodic payments to certain selling firms based on
cumulative periodic (usually quarterly) sales of our variable insurance
contracts (including the contracts). Introduction fees are payments to selling
firms in connection with the addition of our products to the selling firm's line
of investment products, including expenses relating to establishing the data
communications systems necessary for the selling firm to offer, sell and
administer our products. Persistency payments are periodic payments based on
account values of our variable insurance contracts (including account values of
the contracts) or other persistency standards. Preferred status fees are paid to
obtain preferred treatment of the contracts in selling firms' marketing
programs, which may include marketing services, participation in marketing
meetings, listings in data resources and increased access to their sales
representatives. Industry conference fees are amounts paid to cover in part the
costs associated with sales conferences and educational seminars for selling
firms' sales representatives. We and Distributor have entered into such
distribution agreements with our affiliates, Tower Square Securities, Inc. and
Walnut Street Securities, Inc., as well as unaffiliated selling firms identified
in the Statement of Additional Information. We and Distributor may enter into
similar arrangements with other affiliates, such as MLIC and New England
Securities Corporation.

The additional types of compensation discussed above are not offered to all
selling firms. The terms of any particular agreement governing compensation may
vary among selling firms and the amounts may be significant. The prospect of
receiving, or the receipt of, additional compensation as described above may
provide selling firms and/or their sales representatives with an incentive to
favor sales of the contracts over other variable annuity contracts (or other
investments) with respect to which selling firm does not receive additional
compensation, or lower levels of additional compensation. You may wish to take
such payment arrangements into account when considering and evaluating any
recommendation relating to the contracts. For more information about any such
additional compensation arrangements, ask your registered representative. (See
the Statement of Additional Information - "Distribution" for a list of selling
firms that received compensation during 2006, as well as the range of additional
compensation paid.)

REQUESTS AND ELECTIONS

We will treat your request for a contract transaction, or your submission of a
purchase payment, as received by us if we receive a request conforming to our
administrative procedures or a payment at our Annuity Service Center before the
close of regular trading on the New York Stock Exchange on that day. We will
treat your submission of a purchase payment as received by us if we receive a
payment at our Annuity Service Center (or a designee receives a payment in
accordance with the designee's administrative procedures) before the close of
regular trading on the New York Stock Exchange on that day. If we receive the
request,

or if we (or our designee) receive the payment, after the close of trading on
the New York Stock Exchange on that day, or if the New York Stock Exchange is
not open that day, then the request or payment will be treated as received on
the next day when the New York Stock Exchange is open. Our Annuity Service
Center is located at P.O. Box 10366, Des Moines, IA 50306-0366.

Requests for service may be made:

.. Through your registered representative

.. By telephone at (800) 343-8496, between the hours of 7:30AM and 5:30PM
Central Time Monday through Thursday and 7:30AM and 5:00PM Central Time on
Friday

.. In writing to our Annuity Service Center

.. By fax at (515) 457-4400 or

.. By Internet at www.metlifeinvestors.com

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

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

Telephone and computer systems may not always be available. Any telephone or
computer system, whether it is yours, your service provider's, your agent's, or
ours, can experience outages or slowdowns for a variety of reasons. These
outages or slowdowns may delay or prevent our processing of your request.
Although we have taken precautions to help our systems handle heavy use, we
cannot promise complete reliability under all circumstances. If you experience
technical difficulties or problems, you should make your transaction request in
writing to our Annuity Service Center.

CONFIRMING TRANSACTIONS. We will send out written statements confirming that a
transaction was recently completed. Unless you inform us of any errors within 60
days of receipt, we will consider these communications to be accurate and
complete.

OWNERSHIP

OWNER. You, as the OWNER of the contract, have all the interest and rights under
the contract.

These rights include the right to:

.. change the beneficiary.

.. change the annuitant before the annuity date (subject to our underwriting
and administrative rules).

.. assign the contract (subject to limitation).

.. change the payment option.

.. exercise all other rights, benefits, options and privileges allowed by the
contract or us.

The owner is as designated at the time the contract is issued, unless changed.
Any change of owner is subject to our underwriting rules in effect at the time
of the request.

JOINT OWNER. The contract can be owned by JOINT OWNERS, limited to two natural
persons. Upon the death of either owner, the surviving owner will be the primary
beneficiary. Any other beneficiary designation will be treated as a contingent
beneficiary unless otherwise indicated.

BENEFICIARY. The BENEFICIARY is the person(s) or entity you name to receive any
death benefit. The beneficiary is named at the time the contract is issued
unless changed at a later date. Unless an irrevocable beneficiary has been
named, you can change the beneficiary at any time before you die. If joint
owners are named, unless you tell us otherwise, the surviving joint owner will
be the primary beneficiary. Any other beneficiary designation will be treated as
a contingent beneficiary (unless you tell us otherwise).

ANNUITANT. The ANNUITANT is the natural person(s) on whose life we base annuity
payments. You can change the annuitant at any time prior to the annuity date,
unless an

owner is not a natural person. Any reference to annuitant includes any joint
annuitant under an annuity option. The owner and the annuitant do not have to be
the same person except as required under certain sections of the Internal
Revenue Code or under a GMIB rider (see "Annuity Payments (The Income Phase) -
Guaranteed Minimum Income Benefit").

ASSIGNMENT. You can assign a Non-Qualified Contract at any time during your
lifetime. We will not be bound by the assignment until the written notice of the
assignment is recorded by us. We will not be liable for any payment or other
action we take in accordance with the contract before we record the assignment.
AN ASSIGNMENT MAY BE A TAXABLE EVENT.

If the contract is issued pursuant to a qualified plan, there may be limitations
on your ability to assign the contract.

LEGAL PROCEEDINGS

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

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

FINANCIAL STATEMENTS

Our financial statements and the financial statements of the Separate Account
have been included in the SAI.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Company

Experts

Custodian

Distribution

Calculation of Performance Information

Annuity Provisions

Tax Status of the Contracts

Condensed Financial Information

Financial Statements

APPENDIX A
CONDENSED FINANCIAL INFORMATION

[TO BE UPDATED BY AMENDMENT]

The following charts list the Condensed Financial Information (the accumulation
unit value information for the accumulation units outstanding) for contracts
issued as of December 31, 2006. See "Purchase - Accumulation Units" in the
prospectus for information on how accumulation unit values are calculated. Chart
1 presents accumulation unit values for the lowest possible combination of
separate account product charges and death benefit rider charges, and Chart 2
presents accumulation unit values for the highest possible combination of such
charges. The SAI contains the accumulation unit values for all other possible
combinations of separate account product charges and death benefit rider
charges. (See "Cover Page" for how to obtain a copy of the SAI.)

CHART 1

A-1

APPENDIX A
CONDENSED FINANCIAL INFORMATION (CONTINUED)

1.30% SEPARATE ACCOUNT PRODUCT CHARGES
NUMBER OF
ACCUMULATION ACCUMULATION ACCUMULATION
UNIT VALUE AT UNIT VALUE AT UNITS
BEGINNING OF END OF OUTSTANDING AT
PERIOD PERIOD END OF PERIOD
-------------- ------------- ---------------
LEGG MASON PARTNERS AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)
(FORMERLY LEGG MASON AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B))
03/21/2001 to 12/31/2001 8.041634 7.313773 141,261.7815
01/01/2002 to 12/31/2002 7.313773 5.209721 646,613.5515
01/01/2003 to 12/31/2003 5.209721 6.731495 2,939,421.7723
01/01/2004 to 12/31/2004 6.731495 7.205146 2,913,112.4155
01/01/2005 to 12/31/2005 7.205146 8.077921 2,119,856.3566
01/01/2006 to 12/31/2006 8.077921 7.835262 1,864,011.0022
01/01/2007 to 12/31/2007 7.835262 7.908830 1,836,123.3787
=========== ==== ========== ========= ========= ==============
LEGG MASON VALUE EQUITY SUB-ACCOUNT (CLASS B)
11/07/2005 to 12/31/2005 10.247456 10.627269 8,086.7340
01/01/2006 to 12/31/2006 10.627269 11.180916 193,857.7538
01/01/2007 to 12/31/2007 11.180916 10.383877 268,142.2292
=========== ==== ========== ========= ========= ==============
LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)
05/01/2006 to 12/31/2006 9.988932 10.346428 31,867.7088
01/01/2007 to 12/31/2007 10.346428 13.056584 306,643.1941
=========== ==== ========== ========= ========= ==============
LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)
03/21/2001 to 12/31/2001 13.963875 13.989418 76,822.8145
01/01/2002 to 12/31/2002 13.989418 13.729566 549,399.5889
01/01/2003 to 12/31/2003 13.729566 16.148717 3,043,791.3676
01/01/2004 to 12/31/2004 16.148717 17.241340 2,951,732.6696
01/01/2005 to 12/31/2005 17.241340 17.273419 2,205,759.5223
01/01/2006 to 12/31/2006 17.273419 18.610680 2,004,715.4933
01/01/2007 to 12/31/2007 18.610680 19.572206 1,859,195.1431
=========== ==== ========== ========= ========= ==============
LORD ABBETT GROWTH AND INCOME SUB-ACCOUNT (CLASS B)
03/21/2001 to 12/31/2001 39.123031 41.425267 71,763.1393
01/01/2002 to 12/31/2002 41.425267 33.480916 447,743.2489
01/01/2003 to 12/31/2003 33.480916 43.205327 1,597,992.6751
01/01/2004 to 12/31/2004 43.205327 48.039270 1,656,588.5973
01/01/2005 to 12/31/2005 48.039270 49.028917 1,378,873.7766
01/01/2006 to 12/31/2006 49.028917 57.004744 1,310,759.5018
01/01/2007 to 12/31/2007 57.004744 58.358469 1,226,195.9076
=========== ==== ========== ========= ========= ==============

A-2

APPENDIX A
CONDENSED FINANCIAL INFORMATION (CONTINUED)

1.30% SEPARATE ACCOUNT PRODUCT CHARGES
NUMBER OF
ACCUMULATION ACCUMULATION ACCUMULATION
UNIT VALUE AT UNIT VALUE AT UNITS
BEGINNING OF END OF OUTSTANDING AT
PERIOD PERIOD END OF PERIOD
-------------- ------------- ---------------
MET/AIM SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)
10/09/2001 to 12/31/2001 10.000000 11.855004 12,265.6895
01/01/2002 to 12/31/2002 11.855004 8.483365 332,911.4483
01/01/2003 to 12/31/2003 8.483365 11.628364 1,351,749.0063
01/01/2004 to 12/31/2004 11.628364 12.216087 2,216,614.2986
01/01/2005 to 12/31/2005 12.216087 13.055494 1,845,780.7359
01/01/2006 to 12/31/2006 13.055494 14.715075 1,681,372.8277
01/01/2007 to 12/31/2007 14.715075 16.132011 1,583,272.0426
=========== ==== ========== ========= ========= ==============
MET/PUTNAM RESEARCH SUB-ACCOUNT (CLASS B)
03/21/2001 to 12/31/2001 8.137898 8.072222 72,909.1257
01/01/2002 to 12/31/2002 8.072222 6.309653 326,542.9084
01/01/2003 to 12/31/2003 6.309653 7.744019 823,530.0876
01/01/2004 to 11/19/2004 7.744019 7.962421 930,038.0768
=========== ==== ========== ========= ========= ==============
MFS (Reg. TM) EMERGING MARKETS EQUITY SUB-ACCOUNT (CLASS B)
05/01/2006 to 12/31/2006 9.988932 10.485576 88,014.0200
01/01/2007 to 12/31/2007 10.485576 14.139404 389,137.7826
=========== ==== ========== ========= ========= ==============
MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)
03/21/2001 to 12/31/2001 8.805686 8.387714 54,695.0381
01/01/2002 to 12/31/2002 8.387714 7.302286 483,704.5145
01/01/2003 to 12/31/2003 7.302286 9.517689 1,369,849.4587
01/01/2004 to 12/31/2004 9.517689 11.231988 2,488,309.3887
01/01/2005 to 12/31/2005 11.231988 12.908110 2,064,405.4810
01/01/2006 to 12/31/2006 12.908110 16.126532 2,095,887.3446
01/01/2007 to 12/31/2007 16.126532 18.032713 2,060,385.5071
=========== ==== ========== ========= ========= ==============
MONEY MARKET SUB-ACCOUNT (CLASS B)
03/21/2001 to 12/31/2001 10.032441 10.162217 294,508.2021
01/01/2002 to 12/31/2002 10.162217 10.140914 670,575.2963
01/01/2003 to 12/31/2003 10.140914 10.053407 1,024,266.9615
01/01/2004 to 12/31/2004 10.053407 9.986845 1,038,005.1340
01/01/2005 to 04/30/2005 9.986845 10.003169 0.0000
=========== ==== ========== ========= ========= ==============
NEUBERGER BERMAN REAL ESTATE SUB-ACCOUNT (CLASS B)
05/01/2004 to 12/31/2004 9.998932 12.842253 770,371.6137
01/01/2005 to 12/31/2005 12.842253 14.361086 620,485.4876
01/01/2006 to 12/31/2006 14.361086 19.503665 729,869.7516
01/01/2007 to 12/31/2007 19.503665 16.361582 625,721.8632
=========== ==== ========== ========= ========= ==============

A-3

APPENDIX A
CONDENSED FINANCIAL INFORMATION (CONTINUED)

1.30% SEPARATE ACCOUNT PRODUCT CHARGES
NUMBER OF
ACCUMULATION ACCUMULATION ACCUMULATION
UNIT VALUE AT UNIT VALUE AT UNITS
BEGINNING OF END OF OUTSTANDING AT
PERIOD PERIOD END OF PERIOD
-------------- ------------- --------------
OPPENHEIMER CAPITAL APPRECIATION SUB-ACCOUNT (CLASS B)
03/21/2001 to 12/31/2001 8.558733 8.473531 183,404.0859
01/01/2002 to 12/31/2002 8.473531 6.295082 1,277,509.7466
01/01/2003 to 12/31/2003 6.295082 7.986520 5,587,981.7744
01/01/2004 to 12/31/2004 7.986520 8.387919 6,348,848.3146
01/01/2005 to 12/31/2005 8.387919 8.670211 5,438,695.6071
01/01/2006 to 12/31/2006 8.670211 9.210340 4,963,489.8364
01/01/2007 to 11/12/2007 9.210340 10.187337 0.0000
=========== ==== ========== ========= ========= ==============
PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 10.000000 10.442908 2,658,017.4183
01/01/2004 to 12/31/2004 10.442908 11.236502 3,631,576.4996
01/01/2005 to 12/31/2005 11.236502 11.245632 2,758,740.9203
01/01/2006 to 12/31/2006 11.245632 11.143728 2,525,466.7768
01/01/2007 to 12/31/2007 11.143728 12.186705 2,361,952.3491
=========== ==== ========== ========= ========= ==============
PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)
03/21/2001 to 12/31/2001 10.161771 10.544458 262,930.6255
01/01/2002 to 12/31/2002 10.544458 11.375589 1,717,758.7339
01/01/2003 to 12/31/2003 11.375589 11.712172 4,747,365.6685
01/01/2004 to 12/31/2004 11.712172 12.136302 4,541,906.1125
01/01/2005 to 12/31/2005 12.136302 12.249240 4,194,421.7575
01/01/2006 to 12/31/2006 12.249240 12.637717 3,970,715.3475
01/01/2007 to 12/31/2007 12.637717 13.417201 3,792,176.8187
=========== ==== ========== ========= ========= ==============
RAINIER LARGE CAP EQUITY SUB-ACCOUNT (CLASS B)
11/12/2007 to 12/31/2007 9.565877 9.985542 51,490.4133
=========== ==== ========== ========= ========= ==============
RCM TECHNOLOGY SUB-ACCOUNT (CLASS B)
(FORMERLY RCM GLOBAL TECHNOLOGY SUB-ACCOUNT (CLASS B))
03/21/2001 to 12/31/2001 7.234270 6.098184 49,113.5010
01/01/2002 to 12/31/2002 6.098184 2.965659 351,078.3241
01/01/2003 to 12/31/2003 2.965659 4.612668 1,003,197.0985
01/01/2004 to 12/31/2004 4.612668 4.356604 1,811,654.0810
01/01/2005 to 12/31/2005 4.356604 4.774216 1,336,486.7661
01/01/2006 to 12/31/2006 4.774216 4.964676 1,217,275.7450
01/01/2007 to 12/31/2007 4.964676 6.444975 1,348,808.2667
=========== ==== ========== ========= ========= ==============

A-4

APPENDIX A
CONDENSED FINANCIAL INFORMATION (CONTINUED)

1.30% SEPARATE ACCOUNT PRODUCT CHARGES
NUMBER OF
ACCUMULATION ACCUMULATION ACCUMULATION
UNIT VALUE AT UNIT VALUE AT UNITS
BEGINNING OF END OF OUTSTANDING AT
PERIOD PERIOD END OF PERIOD
-------------- ------------- --------------
T. ROWE PRICE MID-CAP GROWTH SUB-ACCOUNT (CLASS B)
03/21/2001 to 12/31/2001 8.099086 8.243089 122,870.7366
01/01/2002 to 12/31/2002 8.243089 4.553397 857,020.9813
01/01/2003 to 12/31/2003 4.553397 6.141416 3,875,360.9009
01/01/2004 to 12/31/2004 6.141416 7.142345 3,798,386.0730
01/01/2005 to 12/31/2005 7.142345 8.081594 4,168,208.3625
01/01/2006 to 12/31/2006 8.081594 8.469235 4,101,476.6397
01/01/2007 to 12/31/2007 8.469235 9.833670 3,861,948.9829
=========== ==== ========== ========= ========= ==============
THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)
05/01/2002 to 12/31/2002 10.000000 8.238014 217,902.1405
01/01/2003 to 12/31/2003 8.238014 11.499992 2,204,028.2289
01/01/2004 to 12/31/2004 11.499992 14.359765 2,789,605.9918
01/01/2005 to 12/31/2005 14.359765 16.368827 2,614,232.6949
01/01/2006 to 12/31/2006 16.368827 18.279602 2,569,424.3193
01/01/2007 to 12/31/2007 18.279602 17.497164 2,329,908.1628
=========== ==== ========== ========= ========= ==============
TURNER MID-CAP GROWTH SUB-ACCOUNT (CLASS B)
05/01/2004 to 12/31/2004 9.998932 11.122514 651,276.7103
01/01/2005 to 12/31/2005 11.122514 12.226213 496,307.5290
01/01/2006 to 12/31/2006 12.226213 12.801545 492,284.4045
01/01/2007 to 12/31/2007 12.801545 15.686606 553,918.9023
=========== ==== ========== ========= ========= ==============
VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B)
05/01/2005 to 12/31/2005 9.998932 10.482927 123,592.2670
01/01/2006 to 12/31/2006 10.482927 12.009028 388,804.9097
01/01/2007 to 12/31/2007 12.009028 11.557695 526,684.2776
=========== ==== ========== ========= ========= ==============
METROPOLITAN SERIES FUND, INC.
BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)
(FORMERLY MONEY MARKET SUB-ACCOUNT (CLASS B))
05/01/2005 to 12/31/2005 10.003238 10.115353 1,787,666.3266
01/01/2006 to 12/31/2006 10.115353 10.439484 2,652,583.4142
01/01/2007 to 12/31/2007 10.439484 10.800004 1,988,178.0359
=========== ==== ========== ========= ========= ==============
DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)
03/21/2001 to 12/31/2001 10.000000 10.164523 226,062.5443
01/01/2002 to 12/31/2002 10.164523 8.372638 1,454,877.2395
01/01/2003 to 12/31/2003 8.372638 10.804691 4,466,753.8811
01/01/2004 to 12/31/2004 10.804691 11.959652 7,052,746.9586
01/01/2005 to 12/31/2005 11.959652 13.002225 7,035,744.2983
01/01/2006 to 12/31/2006 13.002225 14.683664 6,858,303.6892
01/01/2007 to 12/31/2007 14.683664 15.135328 6,289,293.8889
=========== ==== ========== ========= ========= ==============

A-5

APPENDIX A
CONDENSED FINANCIAL INFORMATION (CONTINUED)

1.30% SEPARATE ACCOUNT PRODUCT CHARGES
NUMBER OF
ACCUMULATION ACCUMULATION ACCUMULATION
UNIT VALUE AT UNIT VALUE AT UNITS
BEGINNING OF END OF OUTSTANDING AT
PERIOD PERIOD END OF PERIOD
-------------- ------------- ---------------
HARRIS OAKMARK FOCUSED VALUE SUB-ACCOUNT (CLASS B)
03/21/2001 to 12/31/2001 10.000000 11.957073 161,189.7692
01/01/2002 to 12/31/2002 11.957073 10.732579 912,536.4123
01/01/2003 to 12/31/2003 10.732579 14.018909 3,128,901.9323
01/01/2004 to 12/31/2004 14.018909 15.173053 3,222,798.8875
01/01/2005 to 12/31/2005 15.173053 16.431581 2,899,320.6220
01/01/2006 to 12/31/2006 16.431581 18.194413 2,717,312.3747
01/01/2007 to 12/31/2007 18.194413 16.687600 2,403,404.8355
=========== ==== ========== ========= ========= ===============
JENNISON GROWTH SUB-ACCOUNT (CLASS B)
05/01/2002 to 12/31/2002 10.000000 7.633197 430,856.6897
01/01/2003 to 12/31/2003 7.633197 9.771784 1,956,003.9889
01/01/2004 to 12/31/2004 9.771784 10.507294 2,509,951.1567
01/01/2005 to 12/31/2005 10.507294 11.776011 2,038,848.2797
01/01/2006 to 12/31/2006 11.776011 11.917701 1,965,486.7985
01/01/2007 to 12/31/2007 11.917701 13.102626 2,064,348.4206
=========== ==== ========== ========= ========= ===============
METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)
10/09/2001 to 12/31/2001 10.000000 10.852281 18,910.0961
01/01/2002 to 12/31/2002 10.852281 8.300023 374,833.1880
01/01/2003 to 12/31/2003 8.300023 10.476416 1,586,695.1489
01/01/2004 to 12/31/2004 10.476416 11.403676 2,766,944.4806
01/01/2005 to 12/31/2005 11.403676 11.749364 2,889,074.9741
01/01/2006 to 12/31/2006 11.749364 13.359298 2,682,914.1364
01/01/2007 to 12/31/2007 13.359298 13.841789 2,605,480.1759
=========== ==== ========== ========= ========= ===============
WESTERN ASSET MANAGEMENT U.S. GOVERNMENT SUB-ACCOUNT (CLASS B)
05/01/2005 to 12/31/2005 15.969806 15.964032 6,938.4022
01/01/2006 to 12/31/2006 15.964032 16.375307 65,282.4384
01/01/2007 to 12/31/2007 16.375307 16.814588 143,538.5481
=========== ==== ========== ========= ========= ===============
MET INVESTORS SERIES TRUST - ASSET ALLOCATION PROGRAM (CLASS B)
METLIFE AGGRESSIVE STRATEGY SUB-ACCOUNT (CLASS B)
11/22/2004 to 12/31/2004 10.303038 10.693251 2,326,694.2040
01/01/2005 to 12/31/2005 10.693251 11.651175 5,310,394.4587
01/01/2006 to 12/31/2006 11.651175 13.070727 6,013,814.3879
01/01/2007 to 12/31/2007 13.070727 13.273444 5,847,450.7799
=========== ==== ========== ========= ========= ===============
METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)
11/22/2004 to 12/31/2004 10.103167 10.397106 14,344,105.0800
01/01/2005 to 12/31/2005 10.397106 10.994107 30,284,092.8176
01/01/2006 to 12/31/2006 10.994107 12.152378 39,319,947.5583
01/01/2007 to 12/31/2007 12.152378 12.580234 49,522,416.6533
=========== ==== ========== ========= ========= ===============

A-6

APPENDIX A
CONDENSED FINANCIAL INFORMATION (CONTINUED)

A-7

APPENDIX A
CONDENSED FINANCIAL INFORMATION (CONTINUED)

CHART 2

1.90% SEPARATE ACCOUNT PRODUCT CHARGES
NUMBER OF
ACCUMULATION ACCUMULATION ACCUMULATION
UNIT VALUE AT UNIT VALUE AT UNITS
BEGINNING OF END OF OUTSTANDING AT
PERIOD PERIOD END OF PERIOD
-------------- ------------- ---------------
MET INVESTORS SERIES TRUST
GOLDMAN SACHS MID-CAP VALUE SUB-ACCOUNT (CLASS B)
05/01/2004 to 12/31/2004 9.998438 11.931716 465,390.7868
01/01/2005 to 12/31/2005 11.931716 13.175555 638,172.2854
01/01/2006 to 12/31/2006 13.175555 14.956929 796,969.2487
01/01/2007 to 12/31/2007 14.956929 15.128293 787,469.3823
=========== ==== ========== ========= ========= ==============
HARRIS OAKMARK INTERNATIONAL SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 8.683960 11.625277 1,067,394.2768
01/01/2004 to 12/31/2004 11.625277 13.746952 1,667,703.1943
01/01/2005 to 12/31/2005 13.746952 15.409353 1,282,258.0943
01/01/2006 to 12/31/2006 15.409353 19.482154 1,443,863.0159
01/01/2007 to 12/31/2007 19.482154 18.899669 1,449,336.1099
=========== ==== ========== ========= ========= ==============
LAZARD MID-CAP SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 9.653416 11.893317 828,392.8204
01/01/2004 to 12/31/2004 11.893317 13.349490 765,475.6868
01/01/2005 to 12/31/2005 13.349490 14.154574 603,413.4304
01/01/2006 to 12/31/2006 14.154574 15.927114 560,292.1986
01/01/2007 to 12/31/2007 15.927114 15.202206 776,179.4275
=========== ==== ========== ========= ========= ==============
LEGG MASON PARTNERS AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B)
(FORMERLY LEGG MASON AGGRESSIVE GROWTH SUB-ACCOUNT (CLASS B))
05/01/2003 to 12/31/2003 5.448004 6.620031 1,802,196.0562
01/01/2004 to 12/31/2004 6.620031 7.043338 1,923,348.2733
01/01/2005 to 12/31/2005 7.043338 7.849430 1,230,788.4022
01/01/2006 to 12/31/2006 7.849430 7.568189 1,135,831.0174
01/01/2007 to 12/31/2007 7.568189 7.593294 1,049,433.6246
=========== ==== ========== ========= ========= ==============
LEGG MASON VALUE EQUITY SUB-ACCOUNT (CLASS B)
11/07/2005 to 12/31/2005 10.246282 10.616793 14,518.9346
01/01/2006 to 12/31/2006 10.616793 11.103240 778,942.9631
01/01/2007 to 12/31/2007 11.103240 10.249680 927,582.9383
=========== ==== ========== ========= ========= ==============
LOOMIS SAYLES GLOBAL MARKETS SUB-ACCOUNT (CLASS B)
05/01/2006 to 12/31/2006 9.988438 10.304828 24,678.2581
01/01/2007 to 12/31/2007 10.304828 12.925932 226,717.8612
=========== ==== ========== ========= ========= ==============

A-8

APPENDIX A
CONDENSED FINANCIAL INFORMATION (CONTINUED)

1.90% SEPARATE ACCOUNT PRODUCT CHARGES
NUMBER OF
ACCUMULATION ACCUMULATION ACCUMULATION
UNIT VALUE AT UNIT VALUE AT UNITS
BEGINNING OF END OF OUTSTANDING AT
PERIOD PERIOD END OF PERIOD
-------------- ------------- --------------
LORD ABBETT BOND DEBENTURE SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 14.542867 15.881558 1,711,235.4675
01/01/2004 to 12/31/2004 15.881558 16.854422 1,700,183.8269
01/01/2005 to 12/31/2005 16.854422 16.785051 1,126,430.5272
01/01/2006 to 12/31/2006 16.785051 17.976644 1,086,758.7958
01/01/2007 to 12/31/2007 17.976644 18.791730 1,042,212.6471
=========== ==== ========== ========= ========= ==============
LORD ABBETT GROWTH AND INCOME SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 34.192095 42.490294 1,028,814.3410
01/01/2004 to 12/31/2004 42.490294 46.960946 1,127,359.5546
01/01/2005 to 12/31/2005 46.960946 47.642491 838,033.3523
01/01/2006 to 12/31/2006 47.642491 55.062455 832,858.1777
01/01/2007 to 12/31/2007 55.062455 56.030982 787,206.9374
=========== ==== ========== ========= ========= ==============
MET/AIM SMALL CAP GROWTH SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 8.639989 11.473990 754,676.3210
01/01/2004 to 12/31/2004 11.473990 11.981598 1,280,199.2526
01/01/2005 to 12/31/2005 11.981598 12.728544 820,853.3167
01/01/2006 to 12/31/2006 12.728544 14.260960 740,367.1024
01/01/2007 to 12/31/2007 14.260960 15.540130 658,878.2034
=========== ==== ========== ========= ========= ==============
MET/PUTNAM RESEARCH SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 6.358161 7.615832 491,229.4686
01/01/2004 to 11/19/2004 7.615832 7.789155 628,014.4597
=========== ==== ========== ========= ========= ==============
MFS (Reg. TM) EMERGING MARKETS EQUITY SUB-ACCOUNT (CLASS B)
05/01/2006 to 12/31/2006 9.988438 10.443386 61,894.0304
01/01/2007 to 12/31/2007 10.443386 13.997877 201,857.8366
=========== ==== ========== ========= ========= ==============
MFS (Reg. TM) RESEARCH INTERNATIONAL SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 7.257269 9.360152 668,332.2299
01/01/2004 to 12/31/2004 9.360152 10.979856 1,371,702.0629
01/01/2005 to 12/31/2005 10.979856 12.543118 1,048,425.7713
01/01/2006 to 12/31/2006 12.543118 15.577096 1,324,091.3409
01/01/2007 to 12/31/2007 15.577096 17.313567 1,552,782.6006
=========== ==== ========== ========= ========= ==============
MONEY MARKET SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 9.990594 9.887065 754,276.1323
01/01/2004 to 12/31/2004 9.887065 9.762689 569,937.6104
01/01/2005 to 04/30/2005 9.762689 9.759537 3,293.9145
=========== ==== ========== ========= ========= ==============

A-9

APPENDIX A
CONDENSED FINANCIAL INFORMATION (CONTINUED)

1.90% SEPARATE ACCOUNT PRODUCT CHARGES
NUMBER OF
ACCUMULATION ACCUMULATION ACCUMULATION
UNIT VALUE AT UNIT VALUE AT UNITS
BEGINNING OF END OF OUTSTANDING AT
PERIOD PERIOD END OF PERIOD
-------------- ------------- ---------------
NEUBERGER BERMAN REAL ESTATE SUB-ACCOUNT (CLASS B)
05/01/2004 to 12/31/2004 9.998438 12.790697 448,931.1752
01/01/2005 to 12/31/2005 12.790697 14.218141 457,667.2761
01/01/2006 to 12/31/2006 14.218141 19.194490 706,727.4837
01/01/2007 to 12/31/2007 19.194490 16.005296 838,701.4795
=========== ==== ========== ========= ========= ==============
OPPENHEIMER CAPITAL APPRECIATION SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 6.476827 7.854290 3,492,160.9173
01/01/2004 to 12/31/2004 7.854290 8.199570 4,131,977.5777
01/01/2005 to 12/31/2005 8.199570 8.424977 2,949,553.7719
01/01/2006 to 12/31/2006 8.424977 8.896428 2,832,565.6219
01/01/2007 to 11/12/2007 8.896428 9.789335 0.0000
=========== ==== ========== ========= ========= ==============
PIMCO INFLATION PROTECTED BOND SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 10.000000 10.401088 1,548,238.9531
01/01/2004 to 12/31/2004 10.401088 11.124393 2,348,867.5763
01/01/2005 to 12/31/2005 11.124393 11.067004 1,872,092.1192
01/01/2006 to 12/31/2006 11.067004 10.901283 1,987,044.5726
01/01/2007 to 12/31/2007 10.901283 11.849895 2,236,803.2418
=========== ==== ========== ========= ========= ==============
PIMCO TOTAL RETURN SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 11.491153 11.518393 2,164,984.1662
01/01/2004 to 12/31/2004 11.518393 11.863917 2,064,108.2669
01/01/2005 to 12/31/2005 11.863917 11.902882 1,662,486.0267
01/01/2006 to 12/31/2006 11.902882 12.207117 2,342,787.3303
01/01/2007 to 12/31/2007 12.207117 12.882116 3,224,156.4153
=========== ==== ========== ========= ========= ==============
RAINIER LARGE CAP EQUITY SUB-ACCOUNT (CLASS B)
11/12/2007 to 12/31/2007 9.563975 9.975512 35,042.6801
=========== ==== ========== ========= ========= ==============
RCM TECHNOLOGY SUB-ACCOUNT (CLASS B)
(FORMERLY RCM GLOBAL TECHNOLOGY SUB-ACCOUNT (CLASS B))
05/01/2003 to 12/31/2003 3.270487 4.536216 786,150.0851
01/01/2004 to 12/31/2004 4.536216 4.258682 1,231,242.5910
01/01/2005 to 12/31/2005 4.258682 4.639082 948,466.6679
01/01/2006 to 12/31/2006 4.639082 4.795367 870,261.8653
01/01/2007 to 12/31/2007 4.795367 6.187776 868,987.5489
=========== ==== ========== ========= ========= ==============
T. ROWE PRICE MID-CAP GROWTH SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 4.708135 6.039673 2,197,630.1348
01/01/2004 to 12/31/2004 6.039673 6.981901 1,971,653.9916
01/01/2005 to 12/31/2005 6.981901 7.852952 1,749,537.6740
01/01/2006 to 12/31/2006 7.852952 8.180513 1,877,045.2415
01/01/2007 to 12/31/2007 8.180513 9.441318 1,687,942.5475
=========== ==== ========== ========= ========= ==============

A-10

APPENDIX A
CONDENSED FINANCIAL INFORMATION (CONTINUED)

1.90% SEPARATE ACCOUNT PRODUCT CHARGES
NUMBER OF
ACCUMULATION ACCUMULATION ACCUMULATION
UNIT VALUE AT UNIT VALUE AT UNITS
BEGINNING OF END OF OUTSTANDING AT
PERIOD PERIOD END OF PERIOD
-------------- ------------- --------------
THIRD AVENUE SMALL CAP VALUE SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 8.429221 11.385490 1,287,783.9731
01/01/2004 to 12/31/2004 11.385490 14.131572 1,715,706.2330
01/01/2005 to 12/31/2005 14.131572 16.012689 1,610,231.6767
01/01/2006 to 12/31/2006 16.012689 17.775216 1,771,398.0074
01/01/2007 to 12/31/2007 17.775216 16.911972 1,570,748.0957
=========== ==== ========== ========= ========= ==============
TURNER MID-CAP GROWTH SUB-ACCOUNT (CLASS B)
05/01/2004 to 12/31/2004 9.998438 11.077804 425,828.7454
01/01/2005 to 12/31/2005 11.077804 12.104461 252,330.7747
01/01/2006 to 12/31/2006 12.104461 12.598415 414,552.4863
01/01/2007 to 12/31/2007 12.598415 15.344884 405,066.0009
=========== ==== ========== ========= ========= ==============
VAN KAMPEN COMSTOCK SUB-ACCOUNT (CLASS B)
05/01/2005 to 12/31/2005 9.998438 10.440811 81,993.7821
01/01/2006 to 12/31/2006 10.440811 11.889440 287,564.3432
01/01/2007 to 12/31/2007 11.889440 11.373762 619,909.5147
=========== ==== ========== ========= ========= ==============
METROPOLITAN SERIES FUND, INC.
BLACKROCK MONEY MARKET SUB-ACCOUNT (CLASS B)
(FORMERLY MONEY MARKET SUB-ACCOUNT (CLASS B))
05/01/2005 to 12/31/2005 9.759123 9.829323 745,305.1838
01/01/2006 to 12/31/2006 9.829323 10.083779 959,252.7544
01/01/2007 to 12/31/2007 10.083779 10.369277 2,552,182.5580
=========== ==== ========== ========= ========= ==============
DAVIS VENTURE VALUE SUB-ACCOUNT (CLASS E)
05/01/2003 to 12/31/2003 8.466410 10.625867 2,611,291.2113
01/01/2004 to 12/31/2004 10.625867 11.691186 3,771,622.5577
01/01/2005 to 12/31/2005 11.691186 12.634573 2,990,969.8038
01/01/2006 to 12/31/2006 12.634573 14.183373 2,926,032.1850
01/01/2007 to 12/31/2007 14.183373 14.531708 2,645,006.5433
=========== ==== ========== ========= ========= ==============
HARRIS OAKMARK FOCUSED VALUE SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 10.824616 13.787013 2,059,838.4388
01/01/2004 to 12/31/2004 13.787013 14.832557 2,192,766.3823
01/01/2005 to 12/31/2005 14.832557 15.967065 1,837,384.5287
01/01/2006 to 12/31/2006 15.967065 17.574617 1,664,990.4354
01/01/2007 to 12/31/2007 17.574617 16.022131 1,327,881.8231
=========== ==== ========== ========= ========= ==============
JENNISON GROWTH SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 8.028934 9.674439 1,172,461.3599
01/01/2004 to 12/31/2004 9.674439 10.340233 1,645,901.3429
01/01/2005 to 12/31/2005 10.340233 11.519694 1,126,690.4531
01/01/2006 to 12/31/2006 11.519694 11.588731 1,222,537.2190
01/01/2007 to 12/31/2007 11.588731 12.664321 1,152,722.9121
=========== ==== ========== ========= ========= ==============

A-11

APPENDIX A
CONDENSED FINANCIAL INFORMATION (CONTINUED)

1.90% SEPARATE ACCOUNT PRODUCT CHARGES
NUMBER OF
ACCUMULATION ACCUMULATION ACCUMULATION
UNIT VALUE AT UNIT VALUE AT UNITS
BEGINNING OF END OF OUTSTANDING AT
PERIOD PERIOD END OF PERIOD
-------------- ------------ --------------
METLIFE STOCK INDEX SUB-ACCOUNT (CLASS B)
05/01/2003 to 12/31/2003 8.560748 10.337295 662,457.2601
01/01/2004 to 12/31/2004 10.337295 11.184770 1,062,486.9123
01/01/2005 to 12/31/2005 11.184770 11.455096 948,385.9606
01/01/2006 to 12/31/2006 11.455096 12.947028 927,907.6398
01/01/2007 to 12/31/2007 12.947028 13.333947 811,550.3591
=========== ==== ========== ========= ========= ===============
WESTERN ASSET MANAGEMENT U.S. GOVERNMENT SUB-ACCOUNT (CLASS B)
05/01/2005 to 12/31/2005 14.993974 14.929039 18,584.4022
01/01/2006 to 12/31/2006 14.929039 15.222294 106,625.8664
01/01/2007 to 12/31/2007 15.222294 15.536642 140,960.3651
=========== ==== ========== ========= ========= ===============
MET INVESTORS SERIES TRUST - ASSET ALLOCATION PROGRAM (CLASS B)
METLIFE AGGRESSIVE STRATEGY SUB-ACCOUNT (CLASS B)
11/22/2004 to 12/31/2004 10.299826 10.683074 1,069,672.4010
01/01/2005 to 12/31/2005 10.683074 11.570684 3,214,740.0473
01/01/2006 to 12/31/2006 11.570684 12.903002 4,398,997.4450
01/01/2007 to 12/31/2007 12.903002 13.024293 4,667,961.0060
=========== ==== ========== ========= ========= ===============
METLIFE BALANCED STRATEGY SUB-ACCOUNT (CLASS B)
11/22/2004 to 12/31/2004 10.100015 10.387206 8,807,823.5290
01/01/2005 to 12/31/2005 10.387206 10.918136 17,721,069.7741
01/01/2006 to 12/31/2006 10.918136 11.996419 24,085,573.8268
01/01/2007 to 12/31/2007 11.996419 12.344089 25,810,255.4351
=========== ==== ========== ========= ========= ===============
METLIFE DEFENSIVE STRATEGY SUB-ACCOUNT (CLASS B)
11/22/2004 to 12/31/2004 9.940166 10.103473 586,448.2435
01/01/2005 to 12/31/2005 10.103473 10.357964 1,408,916.6816
01/01/2006 to 12/31/2006 10.357964 11.040211 2,194,364.1670
01/01/2007 to 12/31/2007 11.040211 11.472478 2,881,371.6356
=========== ==== ========== ========= ========= ===============
METLIFE GROWTH STRATEGY SUB-ACCOUNT (CLASS B)
11/22/2004 to 12/31/2004 10.239883 10.598018 5,966,809.4160
01/01/2005 to 12/31/2005 10.598018 11.348007 14,686,703.6966
01/01/2006 to 12/31/2006 11.348007 12.648785 23,609,063.4459
01/01/2007 to 12/31/2007 12.648785 12.993010 30,109,928.2965
=========== ==== ========== ========= ========= ===============
METLIFE MODERATE STRATEGY SUB-ACCOUNT (CLASS B)
11/22/2004 to 12/31/2004 10.010099 10.223628 2,954,333.1140
01/01/2005 to 12/31/2005 10.223628 10.614857 6,636,215.7766
01/01/2006 to 12/31/2006 10.614857 11.481355 8,463,388.9588
01/01/2007 to 12/31/2007 11.481355 11.963296 10,373,135.2116
=========== ==== ========== ========= ========= ===============

A-12

APPENDIX B

PARTICIPATING INVESTMENT PORTFOLIOS

Below are the advisers and subadvisers and investment objectives of each
investment portfolio available under the contract. The fund prospectuses contain
more complete information, including a description of the investment objectives,
policies, restrictions and risks. THERE CAN BE NO ASSURANCE THAT THE INVESTMENT
OBJECTIVES WILL BE ACHIEVED.

MET INVESTORS SERIES TRUST (CLASS B)

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

GOLDMAN SACHS MID-CAP VALUE PORTFOLIO

SUBADVISER: Goldman Sachs Asset Management, L.P.

INVESTMENT OBJECTIVE: The Goldman Sachs Mid-Cap Value Portfolio seeks long-term
capital appreciation.

HARRIS OAKMARK INTERNATIONAL PORTFOLIO

SUBADVISER: Harris Associates L.P.

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

LAZARD MID-CAP PORTFOLIO

SUBADVISER: Lazard Asset Management LLC

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

LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO

SUBADVISER: ClearBridge Advisors, LLC

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

LEGG MASON VALUE EQUITY PORTFOLIO

SUBADVISER: Legg Mason Capital Management, Inc.

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

LOOMIS SAYLES GLOBAL MARKETS PORTFOLIO

SUBADVISER: Loomis, Sayles & Company, L.P.

INVESTMENT OBJECTIVE: The Loomis Sayles Global Markets Portfolio seeks high
total investment return through a combination of capital appreciation and
income.

LORD ABBETT BOND DEBENTURE PORTFOLIO

SUBADVISER: Lord, Abbett & Co. LLC

INVESTMENT OBJECTIVE: The Lord Abbett Bond Debenture Portfolio seeks high
current income and the opportunity for capital appreciation to produce a high
total return.

LORD ABBETT GROWTH AND INCOME PORTFOLIO

SUBADVISER: Lord, Abbett & Co. LLC

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

MET/AIM SMALL CAP GROWTH PORTFOLIO

SUBADVISER: AIM Capital Management, Inc.

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

MFS (Reg. TM) EMERGING MARKETS EQUITY PORTFOLIO

SUBADVISER: Massachusetts Financial Services Company

INVESTMENT OBJECTIVE: The MFS (Reg. TM) Emerging Markets Equity Portfolio seeks
capital appreciation.

MFS (Reg. TM) RESEARCH INTERNATIONAL PORTFOLIO

SUBADVISER: Massachusetts Financial Services Company

INVESTMENT OBJECTIVE: The MFS (Reg. TM) Research International Portfolio seeks
capital appreciation.

NEUBERGER BERMAN REAL ESTATE PORTFOLIO

SUBADVISER: Neuberger Berman Management, Inc.

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

B-1

PIMCO INFLATION PROTECTED BOND PORTFOLIO

SUBADVISER: Pacific Investment Management Company LLC

INVESTMENT OBJECTIVE: The PIMCO Inflation Protected Bond Portfolio seeks maximum
real return, consistent with preservation of capital and prudent investment
management.

PIMCO TOTAL RETURN PORTFOLIO

SUBADVISER: Pacific Investment Management Company LLC

INVESTMENT OBJECTIVE: The PIMCO Total Return Portfolio seeks maximum total
return, consistent with the preservation of capital and prudent investment
management.

RAINIER LARGE CAP EQUITY PORTFOLIO

SUBADVISER: Rainier Investment Management, Inc.

INVESTMENT OBJECTIVE: The Rainier Large Cap Equity Portfolio seeks to maximize
long-term capital appreciation.

RCM TECHNOLOGY PORTFOLIO

SUBADVISER: RCM Capital Management LLC

INVESTMENT OBJECTIVE: The RCM Technology Portfolio seeks capital appreciation;
no consideration is given to income.

T. ROWE PRICE MID-CAP GROWTH PORTFOLIO

SUBADVISER: T. Rowe Price Associates, Inc.

INVESTMENT OBJECTIVE: The T. Rowe Price Mid-Cap Growth Portfolio seeks to
provide long-term growth of capital.

THIRD AVENUE SMALL CAP VALUE PORTFOLIO

SUBADVISER: Third Avenue Management LLC

INVESTMENT OBJECTIVE: The Third Avenue Small Cap Value Portfolio seeks
long-term capital appreciation.

TURNER MID-CAP GROWTH PORTFOLIO

SUBADVISER: Turner Investment Partners, Inc.

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

VAN KAMPEN COMSTOCK PORTFOLIO

SUBADVISER: Morgan Stanley Investment Management, Inc.

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

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

Metropolitan Series Fund, Inc. is a mutual fund with multiple portfolios.
MetLife Advisers, LLC, an affiliate of MetLife Investors USA, is the investment
adviser to the portfolios. The following Class B or Class E, as noted,
portfolios are available under the contract:

BLACKROCK MONEY MARKET PORTFOLIO

SUBADVISER: BlackRock Advisors, LLC

INVESTMENT OBJECTIVE: The BlackRock Money Market Portfolio seeks a high level of
current income consistent with preservation of capital. An investment in the
BlackRock Money Market Portfolio is not insured or guaranteed by the Federal
Deposit Insurance Company or any other government agency. Although the BlackRock
Money Market Portfolio seeks to preserve the value of your investment at $100
per share, it is possible to lose money by investing in the BlackRock Money
Market Portfolio.

During extended periods of low interest rates, the yields of the BlackRock Money
Market Portfolio may become extremely low and possibly negative.

DAVIS VENTURE VALUE PORTFOLIO (CLASS E)

SUBADVISER: Davis Selected Advisers, L.P. Davis Selected Advisers, Inc., L.P.
may delegate any of its responsibilities to Davis Selected Advisers - NY, Inc.,
a wholly-owned subsidiary.

INVESTMENT OBJECTIVE: The Davis Venture Value Portfolio seeks growth of
capital.

HARRIS OAKMARK FOCUSED VALUE PORTFOLIO

SUBADVISER: Harris Associates L.P.

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

B-2

JENNISON GROWTH PORTFOLIO

SUBADVISER: Jennison Associates LLC

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

METLIFE STOCK INDEX PORTFOLIO

SUBADVISER: MetLife Investment Advisors Company, LLC

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

WESTERN ASSET MANAGEMENT U.S. GOVERNMENT PORTFOLIO

SUBADVISER: Western Asset Management Company

INVESTMENT OBJECTIVE: The Western Asset Management U.S. Government Portfolio
seeks to maximize total return consistent with preservation of capital and
maintenance of liquidity.

MET INVESTORS SERIES TRUST - METLIFE ASSET ALLOCATION PROGRAM (CLASS B)

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

METLIFE DEFENSIVE STRATEGY PORTFOLIO

INVESTMENT OBJECTIVE: The MetLife Defensive Strategy Portfolio seeks a high
level of current income with growth of capital, a secondary objective.

METLIFE MODERATE STRATEGY PORTFOLIO

INVESTMENT OBJECTIVE: The MetLife Moderate Strategy Portfolio seeks a high
total return in the form of income and growth of capital, with a greater
emphasis on income.

METLIFE BALANCED STRATEGY PORTFOLIO

INVESTMENT OBJECTIVE: The MetLife Balanced Strategy Portfolio seeks a balance
between a high level of current income and growth of capital with a greater
emphasis on growth of capital.

METLIFE GROWTH STRATEGY PORTFOLIO

INVESTMENT OBJECTIVE: The MetLife Growth Strategy Portfolio seeks growth of
capital.

METLIFE AGGRESSIVE STRATEGY PORTFOLIO

INVESTMENT OBJECTIVE: The MetLife Aggressive Strategy Portfolio seeks growth of
capital.

B-3

APPENDIX C

EDCA EXAMPLES WITH MULTIPLE PURCHASE PAYMENTS

In order to show how the EDCA program works, we have created some examples. The
examples are purely hypothetical and are for illustrative purposes only. The
interest rate earned in an EDCA account will be the guaranteed minimum interest
rate, plus any additional interest which we may declare from time to time. In
addition, each bucket attributable to a subsequent purchase payment will earn
interest at the then-current interest rate applied to new allocations to an EDCA
account of the same monthly term.

6-MONTH EDCA

The following example demonstrates how the 6-month Enhanced Dollar Cost
Averaging (EDCA) program operates when multiple purchase payments are allocated
to the program. The example assumes that a $12,000 purchase payment is allocated
to the EDCA program at the beginning of the first month and the first transfer
of $2,000 also occurs on that date. The $10,000 remaining after the EDCA
transfer is allocated to the 1st Payment Bucket where it is credited with a 5%
effective annual interest rate. The EDCA transfer amount of $2,000 is determined
by dividing the $12,000 allocation amount by 6 (the number of months in the EDCA
program). Thereafter, a $2,000 transfer is made from the EDCA at the beginning
of each month. Amounts remaining in the EDCA Account Value are accumulated at
the EDCA interest rate using the following formula:

Account Value 1st Payment Bucket (month 2) =

Account Value 1st Payment Bucket (month 1) x (1+EDCA Rate)(1/12) - EDCA Transfer
Amount

At the beginning of the 4th month, a second purchase payment of $6,000 is
allocated to the EDCA program. The entire $6,000 is allocated to the 2nd Payment
Bucket where it is credited with a 4% effective annual interest rate. This
second purchase payment triggers an increase in the EDCA transfer amount to
$3,000. The increased EDCA transfer amount is determined by adding $1,000 (the
$6,000 allocation amount divided by 6) to the current EDCA transfer amount. The
$3,000 monthly EDCA transfers will first be applied against the account value in
the 1st Payment Bucket until exhausted and then against the account value in the
2nd Payment Bucket until it is exhausted.

---- Account Values----
Beg of Amount Allocated Actual EDCA 1st Payment 2nd Payment
Month to EDCA EDCA Transfer Account Value Bucket Bucket
-------- ------------------ --------------- --------------- ------------- ------------

1 12000 2000 10000 10000
2 2000 8041 8041
3 2000 6074 6074
4 6000 3000 9098 3098 6000
5 3000 6131 111 6020
6 3000 3151 0 3151
7 3000 161 0 161
8 162 0 0 0

C-1

12-MONTH EDCA

The following example demonstrates how the 12-month Enhanced Dollar Cost
Averaging (EDCA) program operates when multiple purchase payments are allocated
to the program. The example assumes that a $24,000 purchase payment is allocated
to the EDCA program at the beginning of the first month and the first transfer
of $2,000 also occurs on that date. The $22,000 remaining after the EDCA
transfer is allocated to the 1st Payment Bucket where it is credited with a 5%
effective annual interest rate. The EDCA transfer amount of $2,000 is determined
by dividing the $24,000 allocation amount by 12 (the number of months in the
EDCA program). Thereafter, a $2,000 transfer is made from the EDCA at the
beginning of each month. Amounts remaining in the EDCA account value are
accumulated at the EDCA interest rate using the following formula:

Account Value 1st Payment Bucket (month 2) =

Account Value 1st Payment Bucket (month 1) x (1+EDCA Rate)(1/12) - EDCA Transfer
Amount

At the beginning of the 6th month, a second purchase payment of $12,000 is
allocated to the EDCA program. The entire $12,000 is allocated to the 2nd
Payment Bucket where it is credited with a 4% effective annual interest rate.
This second purchase payment triggers an increase in the EDCA transfer amount to
$3,000. The increased EDCA transfer amount is determined by adding $1,000 (the
$12,000 allocation amount divided by 12) to the current EDCA transfer amount.
The $3,000 monthly EDCA transfers will first be applied against the account
value in the 1st Payment Bucket until exhausted and then against the account
value in the 2nd Payment Bucket until it is exhausted.

1 24000 2000 22000 22000
2 2000 20090 20090
3 2000 18171 18171
4 2000 16246 16246
5 2000 14312 14312
6 12000 3000 23370 11370 12000
7 3000 20456 8416 12039
8 3000 17529 5451 12079
9 3000 14591 2473 12118
10 3000 11641 0 11641
11 3000 8679 0 8679
12 3000 5707 0 5707
13 3000 2726 0 2726
14 2735 0 0 0

C-2

APPENDIX D

GUARANTEED MINIMUM INCOME BENEFIT EXAMPLES

The purpose of these examples is to illustrate the operation of the Guaranteed
Minimum Income Benefit. (Unless otherwise noted, these examples are for the GMIB
Plus II rider.) The investment results shown are hypothetical and are not
representative of past or future performance. Actual investment results may be
more or less than those shown and will depend upon a number of factors,
including investment allocations and the investment experience of the investment
portfolios chosen. The examples do not reflect the deduction of fees and
charges.

(1) WITHDRAWAL ADJUSTMENTS TO ANNUAL INCREASE AMOUNT

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

Assume the initial purchase payment is $100,000 and the GMIB Plus II is
selected. Assume the account value at the first contract anniversary is
$100,000. The Annual Increase Amount at the first contract anniversary will
be $106,000 ($100,000 increased by 6% per year, compounded annually).
Assume that on the first contract anniversary, $6,000 is withdrawn (leaving
an account balance of $94,000). Because the withdrawal is less than or
equal to 6% of the Annual Increase Amount from the prior contract
anniversary, the Annual Increase Amount is reduced by the withdrawal on a
dollar-for-dollar basis to $100,000 ($106,000 - $6,000 = $100,000).
Assuming no other purchase payments or withdrawals are made before the
second contract anniversary, the Annual Increase Amount at the second
contract anniversary will be $106,000 ($100,000 increased by 6% per year,
compounded annually).

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

Assume the initial purchase payment is $100,000 and the GMIB Plus II is
selected. Assume the account value at the first contract anniversary is
$100,000. The Annual Increase Amount at the first contract anniversary will
be $106,000 ($100,000 increased by 6% per year, compounded annually).
Assume that on the first contract anniversary, $10,000 is withdrawn
(leaving an account balance of $90,000). Because the withdrawal is greater
than 6% of the Annual Increase Amount from the prior contract anniversary,
the Annual Increase Amount is reduced by the value of the Annual Increase
Amount immediately prior to the withdrawal ($106,000) multiplied by the
percentage reduction in the account value attributed to that withdrawal
(10%). Therefore, the new Annual Increase Amount is $95,400 ($106,000 x 10%
= $10,600; $106,000 - $10,600 = $95,400). Assuming no other purchase
payments or withdrawals are made before the second contract anniversary,
the Annual Increase Amount at the second contract anniversary will be
$101,124 ($95,400 increased by 6% per year, compounded annually).

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

(2) THE 6% ANNUAL INCREASE AMOUNT

Example
-------

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

Graphic Example: Determining a value upon which future income payments can
--------------------------------------------------------------------------
be based
--------

Assume that you make an initial purchase payment of $100,000. Prior to
annuitization, your account value fluctuates above and below your initial
purchase payment depending on the investment performance of the investment
options you selected. Your purchase payments accumulate at the annual
increase rate of 6%, until the contract anniversary on or immediately after
the contract owner's 90th birthday. Your purchase payments are also
adjusted for any

D-1

withdrawals (including any applicable withdrawal charge) made during this
period. The line (your purchase payments accumulated at 6% a year adjusted
for withdrawals and charges "the 6% Annual Increase Amount") is the value
upon which future income payments can be based.

[GRAPHIC APPEARS HERE]

Graphic Example: Determining your guaranteed lifetime income stream
-------------------------------------------------------------------

Assume that you decide to annuitize your contract and begin taking annuity
payments after 20 years. In this example, your 6% Annual Increase Amount is
higher than the Highest Anniversary Value and will produce a higher income
benefit. Accordingly, the 6% Annual Increase Amount will be applied to the
annuity pay-out rates in the Guaranteed Minimum Income Benefit Annuity
Table to determine your lifetime annuity payments. THE INCOME BASE IS NOT
AVAILABLE FOR CASH WITHDRAWALS AND IS ONLY USED FOR PURPOSES OF CALCULATING
THE GUARANTEED MINIMUM INCOME BENEFIT PAYMENT AND THE CHARGE FOR THE
BENEFIT.

[GRAPHIC APPEARS HERE]

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

(3) THE "HIGHEST ANNIVERSARY VALUE" ("HAV")

Example
-------

Assume, as in the example in section (2) above, the owner of the contract
is a male, age 55 at issue, and he elects the GMIB Plus II rider. He makes
an initial purchase payment of $100,000, and makes no additional purchase
payments or partial withdrawals. On the contract issue date, the Highest
Anniversary Value is equal to $100,000 (the initial purchase payment).
Assume the account value on the first contract anniversary is $108,000 due
to good market performance. Because the account value is greater than the
Highest Anniversary Value ($100,000), the Highest Anniversary Value is set
equal to the account value ($108,000). Assume the account value on the
second contract anniversary is $102,000 due to poor market performance.
Because the account value is less than the Highest Anniversary Value
($108,000), the Highest Anniversary Value remains $108,000.

Assume this process is repeated on each contract anniversary until the
tenth contract anniversary, when the account value is $155,000 and the
Highest Anniversary Value is $150,000. The Highest Anniversary Value is set
equal to the account value ($155,000). See section (4) below for an example
of the exercise of the GMIB Plus II rider.

Graphic Example: Determining a value upon which future income payments can
--------------------------------------------------------------------------
be based
--------

Prior to annuitization, the Highest Anniversary Value begins to lock in
growth. The Highest Anniversary Value is adjusted upward each contract
anniversary if the account value at that time is greater than the amount of
the current Highest Anniversary Value. Upward adjustments will continue
until the contract anniversary immediately prior to the contract owner's
81st birthday. The Highest Anniversary Value also is adjusted for any
withdrawals taken (including any

D-2

applicable withdrawal charge) or any additional payments made. The Highest
Anniversary Value line is the value upon which future income payments can
be based.

[GRAPHIC APPEARS HERE]

Graphic Example: Determining your guaranteed lifetime income stream
-------------------------------------------------------------------

Assume that you decide to annuitize your contract and begin taking annuity
payments after 20 years. In this example, the Highest Anniversary Value is
higher than the account value. Accordingly, the Highest Anniversary Value
will be applied to the annuity payout rates in the Guaranteed Minimum
Income Benefit Annuity Table to determine your lifetime annuity payments.
THE INCOME BASE IS NOT AVAILABLE FOR CASH WITHDRAWALS AND IS ONLY USED FOR
PURPOSES OF CALCULATING THE GUARANTEED MINIMUM INCOME BENEFIT PAYMENT AND
THE CHARGE FOR THE BENEFIT.

[GRAPHIC APPEARS HERE]

(4) PUTTING IT ALL TOGETHER

Example
-------

Continuing the examples in sections (2) and (3) above, assume the owner
chooses to exercise the GMIB Plus II rider at the tenth contract
anniversary and elects a life annuity with 10 years of annuity payments
guaranteed. Because the 6% Annual Increase Amount ($179,085) is greater
than the Highest Anniversary Value ($155,000), the 6% Annual Increase
Amount ($179,085) is used as the income base. The income base of $179,085
is applied to the GMIB Annuity Table. This yields annuity payments of $788
per month for life, with a minimum of 10 years guaranteed. (If the same
owner were instead age 70, the income base of $179,085 would yield monthly
payments of $886; if the owner were age 75, the income base of $179,085
would yield monthly payments of $1,012.)

The above example does not take into account the impact of premium and
other taxes. As with other pay-out types, the amount you receive as an
income payment depends on your age, sex, and the income type you select.
THE INCOME BASE IS NOT AVAILABLE FOR CASH WITHDRAWALS AND IS ONLY USED FOR
PURPOSES OF CALCULATING THE GUARANTEED MINIMUM INCOME BENEFIT PAYMENT AND
THE CHARGE FOR THE BENEFIT.

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

Prior to annuitization, the two calculations (the 6% Annual Increase Amount
and the Highest Anniversary Value) work together to protect your future
income. Upon annuitization of the contract, you will receive income
payments for life and the income bases and the account value will cease to
exist. Also, the GMIB Plus II may only be exercised no later than the
contract anniversary on or following the contract owner's 90th birthday,
after a 10 year waiting period, and then only within a 30 day period
following the contract anniversary. (The GMIB II may only be exercised no
later than the contract anniversary on or following the contract owner's
85th birthday, after a 10 year waiting period, and then only within a 30
day period following the contract anniversary.)

D-3

[GRAPHIC APPEARS HERE]

With the Guaranteed Minimum Income Benefit, the Income Base is applied to
special, conservative Guaranteed Minimum Income Benefit annuity purchase
factors, which are guaranteed at the time the contract is issued. However,
if then-current annuity purchase factors applied to the account value would
produce a greater amount of income, then you will receive the greater
amount. In other words, when you annuitize your contract you will receive
whatever amount produces the greatest income payment. Therefore, if your
account value would provide greater income than would the amount provided
under the Guaranteed Minimum Income Benefit, you will have paid for the
Guaranteed Minimum Income Benefit although it was never used.

[GRAPHIC APPEARS HERE]

(5) THE GUARANTEED PRINCIPAL OPTION - GMIB PLUS II

Assume your initial purchase payment is $100,000 and no withdrawals are
taken. Assume that the account value at the 10th contract anniversary is
$50,000 due to poor market performance, and you exercise the Guaranteed
Principal Option at this time.

The effects of exercising the Guaranteed Principal Option are:

1) A Guaranteed Principal Adjustment of $100,000 - $50,000 = $50,000 is
added to the account value 30 days after the 10th contract anniversary
bringing the account value back up to $100,000.

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

3) GMIB Plus allocation and transfer restrictions terminate as of the
date that the adjustment is made to the account value.

[GRAPHIC APPEARS HERE]

* Withdrawals reduce the original purchase payment (I.E. those payments
credited within 120 days of contract issue date) proportionately and
therefore, may have a significant impact on the amount of the
Guaranteed Principal Adjustment.

(6) THE OPTIONAL RESET: AUTOMATIC ANNUAL STEP-UP -

GMIB PLUS II

Assume your initial investment is $100,000 and no withdrawals are taken. The 6%
Annual Increase Amount increases to $106,000 on the first anniversary ($100,000
increased by 6% per year, compounded annually). Assume your account value at the
first contract anniversary is $110,000 due to good market performance, and you
elected Optional Resets to occur under the Automatic Annual Step-Up feature
prior to the first contract anniversary. Because your account value is higher
than your 6% Annual Increase Amount, an Optional Reset will automatically occur.

The effect of the Optional Reset is:

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

(2) The 10-year waiting period to annuitize the contract under the
Guaranteed Minimum Income Benefit is reset to 10 years from the first
contract anniversary;

D-4

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

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

The 6% Annual Increase Amount increases to $116,600 on the second anniversary
($110,000 increased by 6% per year, compounded annually). Assume your account
value at the second contract anniversary is $120,000 due to good market
performance, and you have not discontinued the Automatic Annual Step-Up feature.
Because your account value is higher than your 6% Annual Increase Amount, an
Optional Reset will automatically occur.

The effect of the Optional Reset is:

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

(2) The 10-year waiting period to annuitize the contract under the
Guaranteed Minimum Income Benefit is reset to 10 years from the second
contract anniversary;

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

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

Assume your account value increases by $10,000 at each contract anniversary in
years three through seven. At each contract anniversary, your account value
would exceed the 6% Annual Increase Amount and an Optional Reset would
automatically occur (provided you had not discontinued the Automatic Annual
Step-Up feature, and other requirements were met).

The effect of each Optional Reset is:

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

(2) The 10-year waiting period to annuitize the contract under the
Guaranteed Minimum Income Benefit is reset to 10 years from the date
of the Optional Reset;

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

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

After the seventh contract anniversary, the initial Automatic Annual Step-Up
election expires. Assume you do not make a new election of the Automatic Annual
Step-Up.

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

(1) The 10-year waiting period to annuitize the contract under the
Guaranteed Minimum Income Benefit remains at the 17th contract
anniversary (10 years from the date of the last Optional Reset);

(2) The GMIB Plus II rider charge remains at its current level; and

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

[GRAPHIC APPEARS HERE]

D-5

APPENDIX E

GUARANTEED WITHDRAWAL BENEFIT EXAMPLES

The purpose of these examples is to illustrate the operation of the Guaranteed
Withdrawal Benefit. (Examples A, B and C are for the Lifetime Withdrawal
Guarantee. Examples D through K are for Enhanced GWB and GWB I.) The investment
results shown are hypothetical and are not representative of past or future
performance. Actual investment results may be more or less than those shown and
will depend upon a number of factors, including investment allocations and the
investment experience of the investment portfolios chosen. The examples do not
reflect the deduction of fees and charges, withdrawal charges and applicable
income taxes and penalties. The Guaranteed Withdrawal Benefit does not establish
or guarantee an account value or minimum return for any investment portfolio.
The Benefit Base (under the GWB I and Enhanced GWB riders) and the Remaining
Guaranteed Withdrawal Amount (under the Lifetime Withdrawal Guarantee rider)
cannot be taken as a lump sum.

A. Lifetime Withdrawal Guarantee

1. When Withdrawals Do Not Exceed the Annual Benefit Payment

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

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

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

[GRAPHIC APPEARS HERE]

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

2. When Withdrawals Do Exceed the Annual Benefit Payment

a. Lifetime Withdrawal Guarantee II - Proportionate Reduction

Assume that a contract with the Lifetime Withdrawal Guarantee II rider had an
initial purchase payment of $100,000. The initial account value would be
$100,000, the Total Guaranteed Withdrawal Amount would be $100,000, the initial
Remaining Guaranteed Withdrawal Amount would be $100,000 and the initial Annual
Benefit Payment would be $5,000 ($100,000 x 5%). (If the contract owner makes
the first withdrawal on or after the date he or she reaches age 76, the

E-1

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

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

b. Lifetime Withdrawal Guarantee I - Reduction to Account Value

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

Assume that the Remaining Guaranteed Withdrawal Amount is reduced to $95,000 due
to a withdrawal of $5,000 in the first year. Assume the account value was
further reduced to $75,000 at year two due to poor market performance. If you
withdrew $10,000 at this time, your account value would be reduced to $75,000 -
$10,000 = $65,000. Your Remaining Guaranteed Withdrawal Amount would be reduced
to $95,000 - $10,000 = $85,000. Since the withdrawal of $10,000 exceeded the
Annual Benefit Payment of $5,000 and the resulting Remaining Guaranteed
Withdrawal Amount would be greater than the resulting account value, there would
be an additional reduction to the Remaining Guaranteed Withdrawal Amount. The
Remaining Guaranteed Withdrawal Amount after the withdrawal would be set equal
to the account value after the withdrawal ($65,000). This new Remaining
Guaranteed Withdrawal Amount of $65,000 would now be the amount guaranteed to be
available to be withdrawn over time. The Total Guaranteed Withdrawal Amount
would also be reduced to $65,000. The Annual Benefit Payment would be set equal
to 5% x $65,000 = $3,250.

B. Lifetime Withdrawal Guarantee - Compounding Income Amount

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

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

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

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

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

E-2

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

(In contrast to the Lifetime Withdrawal Guarantee II rider, the Lifetime
Withdrawal Guarantee I rider has a 5% Compounding Income Amount and the Total
--
Guaranteed Withdrawal Amount is increased by 5% on each contract anniversary
until the earlier of the date of the first withdrawal or the tenth contract
-----
anniversary.)

[GRAPHIC APPEARS HERE]

Year Annual
of Second Benefit
Withdrawal Payment
1 $5,000
2 5,363
3 5,751
4 6,168
5 6,615
6 7,095
7 7,609
8 8,161
9 8,753
10 9,387
11 10,068

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

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

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

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

Assuming that no withdrawals are taken, each year the Total Guaranteed
Withdrawal Amount would increase by 7.25%, compounded annually, from the second
contract anniversary through the ninth contract anniversary, and at that point
would be equal to $195,867. Assume that during these contract years the account
value does not exceed the Total Guaranteed Withdrawal Amount due to poor market
performance. Assume the account value at the ninth contract anniversary has

E-3

increased to $200,000 due to good market performance. The Automatic Annual
Step-Up will increase the Total Guaranteed Withdrawal Amount from $195,867 to
$200,000 and reset the Annual Benefit Payment to $10,000 ($200,000 x 5%).

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

[GRAPHIC APPEARS HERE]

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

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

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

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

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

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

1. An initial purchase payment is made of $100,000. The initial Benefit
Base would be $105,000 and the initial Annual Benefit Payment would be
$7,350. If a withdrawal of $9,000 was made the next day, and negative
market

E-4

performance reduced the account value by an additional $1,000, the
account value would be reduced to $100,000 - $9,000 - $1,000 =
$90,000. Since the withdrawal of $9,000 exceeded the Annual Benefit
Payment of $7,350, the Annual Benefit Payment would be reset to the
lower of a) $7,350 (the Annual Benefit Payment before the withdrawal)
and b) $6,300 (7% multiplied by the account value after the
withdrawal). In this case the Annual Benefit Payment would be reset to
$6,300.

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

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

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

H. Enhanced Guaranteed Withdrawal Benefit and GWB I - Putting It All Together

1. When Withdrawals Do Not Exceed the Annual Benefit Payment

[GRAPHIC APPEARS HERE]

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

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2. When Withdrawals Do Exceed the Annual Benefit Payment

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

[GRAPHIC APPEARS HERE]

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

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

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

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

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

E-6

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

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

[GRAPHIC APPEARS HERE]

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

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

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

Assume that the Benefit Base is reduced to $70,000 due to 5 years of withdrawing
$7,000 each year, but also assume that, due to positive market performance, the
account value at the end of 5 years is $80,000. If an Optional Reset is elected,
the Benefit Base would be reset from $70,000 to $80,000, the Guaranteed
Withdrawal Amount would be reduced from $105,000 to $80,000, and the Annual
Benefit Payment would be reduced from $7,350 to $5,600 ($80,000 x 7%).

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

E-7

K. Enhanced GWB and GWB I - Annual Benefit Payment Continuing When Account
Value Reaches Zero

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

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

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

[GRAPHIC APPEARS HERE]

Annual
Benefit Cumulative Account Benefit
Payment Withdrawals Value Base

$7350 $7,350 $100,000 $105,000
7350 14,700 73,000 97,650
7350 22,050 52,750 90,300
7350 29,400 37,562.5 82,950
7350 36,750 26,171.88 75,600
7350 44,100 17,628.91 68,250
7350 51,450 11,221.68 60,900
7350 58,800 6,416.26 53,550
7350 66,150 2,812.195 46,200
7350 73,500 109.1461 38,850
7350 80,850 0 31,500
7350 88,200 0 24,150
7350 95,550 0 16,800
7350 102,900 0 9,450
2,100 105,000 0 2,100
0 0

E-8