CORRESP 1 filename1.txt [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 2