[SUTHERLAND ASBILL & BRENNAN LLP LETTERHEAD]
1275 Pennsylvania Avenue NW
Washington, D.C. 20004-2415
202.383.0100
fax 202.637.3593
www.sutherland.com
ATLANTA AUSTIN HOUSTON
NEW YORK TALLAHASEE WASHINGTON DC
W. THOMAS CONNER
DIRECT LINE: 202.383.0590
E-mail: thomas.conner@sutherland.com
June 4, 2009
Alison White, Esq.
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: METLIFE INVESTORS USA INSURANCE COMPANY
METLIFE INVESTORS USA SEPARATE ACCOUNT A
POST-EFFECTIVE AMENDMENT ON FORM N-4
FILE NOS. 333-152385/811-03365
------------------------------
Dear Ms. White:
On behalf of MetLife Investors USA Insurance Company ("MLI USA" or "the
Company") and MetLife Investors USA Separate Account A, we are responding to the
comments that you orally provided to us on May 18, 2009 in connection with the
Series XTRA post-effective amendment filed on May 13, 2009 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 Company's response. To
the extent that a response indicates that the Company proposes revised
disclosure, the revised prospectus supplement is attached.
1. COMMENT: Please bold the statement that states that the compounding
income amount is eliminated.
RESPONSE: The Company revised the prospectus supplement to make this
change.
2. COMMENT: In the last paragraph of Appendix II, please disclose (as was
done in the previous paragraph) that the Annual Benefit Payment in the
third through eighth contract years remains at $6,000 (i.e. $120,000 *
5%).
RESPONSE: The Company revised the prospectus supplement to add this
disclosure.
Alison White, Esq.
June 4, 2009
Page 2
3. COMMENT: Please provide Tandy representations.
RESPONSE: The Company has attached a letter acknowledging the Tandy
representations.
* * *
We hope that you will find these responses satisfactory. 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
cc: Michele Abate, Esq.
John Richards, Esq.
Lisa Flanagan, Esq.
METLIFE INVESTORS USA INSURANCE COMPANY
METLIFE INVESTORS USA VARIABLE ANNUITY ACCOUNT A
SUPPLEMENT DATED JULY ___, 2009
TO
PROSPECTUS DATED MAY 1, 2009
This supplement describes changes to certain features of the optional Lifetime
Withdrawal Guarantee II rider that will be effective for Series XTRA variable
annuity contracts issued by MetLife Investors USA Insurance Company ("we," "us,"
or "our"). If approved in your state, these changes are effective for contracts
issued based on applications and necessary information that we receive in good
order at our MetLife Annuity Service Center on and after July 13, 2009.
IN ORDER TO RECEIVE THE CURRENT VERSION OF THE LIFETIME WITHDRAWAL GUARANTEE II
RIDER, YOUR APPLICATION AND NECESSARY INFORMATION MUST BE RECEIVED BY OUR
METLIFE ANNUITY SERVICE CENTER, IN GOOD ORDER, BEFORE THE CLOSE OF THE NEW YORK
STOCK EXCHANGE ON JULY 10, 2009.
Certain terms used in this supplement have special meanings. If a term is not
defined in this supplement, it has the meaning given to it in the prospectus.
This supplement should be read in its entirety and kept together with your
prospectus for future reference. If you would like another copy of the
prospectus, write to us at 5 Park Plaza, Suite 1900, Irvine, CA 92614 or call us
at (800) 343-8496 to request a free copy.
I. CHANGES FOR THE LIFETIME WITHDRAWAL GUARANTEE II RIDER
For contracts issued based on applications and necessary information that we
receive, in good order, at our MetLife Annuity Service Center on and after July
13, 2009, the following changes will apply to the Lifetime Withdrawal Guarantee
II rider:
THE 7.25% COMPOUNDING INCOME AMOUNT IS ELIMINATED. This means the Total
Guaranteed Withdrawal Amount can only be increased by additional purchase
payments or upon an Automatic Annual Step-Up (provided the Step-Up is not
declined).
The Withdrawal Rate used for calculating the Annual Benefit Payment is:
. 5% if you take your first withdrawal before the contract year in
which the owner (or oldest joint owner or annuitant if the owner
is a non-natural person) will attain age 76;
. 6% if you take your first withdrawal during a contract year in
which the owner (or oldest joint owner or annuitant if the owner
is a non-natural person) attains or will attain age 76 or older.
For this purpose, a "contract year" is defined as a one-year period
starting on the date the contract is issued and on each contract
anniversary thereafter.
SUPP-USAXTRA0709
All references in the prospectus to the 7.25% Compounding Income Amount and the
Withdrawal Rates for the Lifetime Withdrawal Guarantee II rider are amended to
conform to the changes described in this supplement.
II. APPENDIX E - GUARANTEED WITHDRAWAL BENEFIT EXAMPLES
Add the following to the end of Appendix E:
L. Lifetime Withdrawal Guarantee -- Automatic Annual Step-Ups (No
Withdrawals) - For Contracts Issued On or After July 13, 2009
Assume that a contract with the Lifetime Withdrawal Guarantee rider
had an initial purchase payment of $100,000 and the contract owner was
age 67 at the time the contract was issued. Assume that no withdrawals
are taken.
At the first contract anniversary, assume the account value has
increased to $110,000 due to good market performance. The Automatic
Annual Step-Up will increase the Total Guaranteed Withdrawal Amount
from $100,000 to $110,000 and reset the Annual Benefit Payment to
$5,500 ($110,000 x 5%).
At the second contract anniversary, assume the account value has
increased to $120,000 due to good market performance. The Automatic
Annual Step-Up will increase the Total Guaranteed Withdrawal Amount
from $110,000 to $120,000 and reset the Annual Benefit Payment to
$6,000 ($120,000 x 5%).
Assume that on the third through the eighth contract anniversaries the
account value does not exceed the Total Guaranteed Withdrawal Amount
due to poor market performance. No Automatic Annual Step-Up will take
place on the third through the eighth contract anniversaries and the
Annual Benefit Payment will remain $6,000 ($120,000 x 5%). Assume the
account value at the ninth contract anniversary has increased to
$150,000 due to good market performance. The Automatic Annual Step-Up
will increase the Total Guaranteed Withdrawal Amount from $120,000 to
$150,000. Because the contract owner is now age 76 and did not take
any withdrawals before the contract year in which the owner attained
age 76, the Automatic Annual Step-Up will also reset the Withdrawal
Rate from 5% to 6%. The Annual Benefit Payment will be reset to $9,000
($150,000 x 6%).
THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE
5 Park Plaza, Suite 1900 Telephone: (800) 343-8496
Irvine, CA 92614
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