CORRESP 1 filename1.txt [REEDSMITH LETTERHEAD] Reed Smith LLP 1301 K Street, N.W. Suite 1100 - East Tower Washington, D.C. 20005-3373 W. THOMAS CONNER +1 202 414 9200 Direct Phone: +1 202 414 9208 Fax +1 202 414 9299 Email: tconner@reedsmith.com reedsmith.com April 5, 2013 Sonny Oh 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 USA SEPARATE ACCOUNT A SERIES L-4 YEAR INITIAL REGISTRATION STATEMENT FILED ON FORM N-4 FILE NOS. 811-03365 AND 333-186204 FIRST METLIFE INVESTORS INSURANCE COMPANY: ------------------------------------------ FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE CLASS L-4 YEAR INITIAL REGISTRATION STATEMENT FILED ON FORM N-4 FILE NOS. 811-08306 AND 333-186216 Dear Mr. Oh: On January 25, 2013, Metlife Investors USA Insurance Company ("MLI USA") and First Metlife Investors Insurance Company ("FMLI," and together with MLI USA, the "Companies") and their corresponding separate accounts filed registration statements on Form N-4 for the Series L-4 Year (the "L-4") and Class L-4 Year (the "NY L-4") variable annuity contracts (the "Contracts".) On behalf of MLI USA and FMLI and their respective separate accounts, MetLife Investors USA Separate Account A and First MetLife Investors Variable Annuity Account One (each, a "Registrant," and collectively, the "Registrants"), we are responding to the comments that you provided to us by letter dated March 26, 2013 in connection with the registration statements. For ease of reference, each of the Staff's comments is set forth below, followed by the Companies' response. Page references are to the marked versions of the prospectuses provided to the Staff. To the extent that the Companies' responses herein refer to proposed revisions to disclosure in the prospectuses, changed pages reflecting such revisions will be provided supplementally to the Staff in the near future; final disclosure revisions (which may include additional editorial and stylistic changes) and required exhibits will be filed in pre-effective amendments. NEW YORK . LONDON . HONG KONG . CHICAGO . WASHINGTON, D.C. . BEIJING . PARIS . LOS ANGELES . SAN FRANCISCO . PHILADELPHIA . SHANGHAI . PITTSBURGH MUNICH . ABU DHABI . PRINCETON . NORTHERN VIRGINIA . WILMINGTON . SILICON VALLEY . DUBAI . CENTURY CITY . RICHMOND . GREECE US_ACTIVE-112518890.5-WTCONNER Mr. Sonny Oh April 5, 2013 Page 2 [REEDSMITH LOGO APPEARS HERE] GENERAL ------- 1. Please disclose to the staff whether there are any types of guarantees (E.G., as to any of the insurance company's obligations under the contract) or will the company be solely responsible for paying out on any such obligations). RESPONSE: MLI USA does not have any type of guarantee or support agreement with a third party to support any of the guarantees under the contract or any of its related riders. MLI USA will be responsible for paying out guarantees associated with the contract. First MetLife entered into a net worth maintenance agreement with its parent company, MetLife, Inc. The agreement is described in the Statement of Additional Information ("SAI"). First MetLife intends to incorporate by reference the MetLife, Inc. financial statements in the SAI that will be filed with the pre-effective amendment. 2. Please confirm that once the contract name is revised to include the appropriate date, the Class identifier will be revised accordingly. RESPONSE: The Registrants confirm that once the contract name is revised to include the appropriate date, the Class identifier will be revised accordingly. PROSPECTUS ---------- 3. FRONT COVER PAGE A. Please confirm that the prospectus date on the front cover page will be approximately the same as the date of effectiveness. RESPONSE: Each prospectus will bear a date approximately the same as the date of effectiveness. B. Please reconcile the second paragraph of the NY L-4 with the corresponding paragraph of the L-4 where the NY L-4 specifically identifies the guaranteed account option offered in connection with the EDCA, but the L-4 does not. If the disparity is intentional, please explain. RESPONSE: The EDCA program is a feature that allows Contract owners to dollar cost average their purchase payments into the investment portfolios over a fixed period of months. Purchase payments remain in the EDCA program for no more than 12 months (with the majority of the purchase payment being transferred out before the last month). In addition, Contract owners can only allocate new purchase payments to the EDCA program; they cannot transfer account value from the investment portfolios to the EDCA program. For these reasons, Registrant believes that the EDCA program should not be presented on the front cover of the prospectus along with the investment portfolios as one of the available investment choices. Therefore, for consistency, Registrant will remove the reference to the EDCA program from the cover page of the NY L-4 prospectus so that the cover pages of both the NY L-4 and the L-4 prospectuses refer only to Mr. Sonny Oh April 5, 2013 Page 3 [REEDSMITH LOGO APPEARS HERE] investment options under the Contracts in which account value can be invested over the long term. 4. Throughout the prospectus for the NY L-4, please be consistent when using special terms. For example, "Accumulation Phase" is upper and lower cased in the second paragraph under "Highlights" on page 6. RESPONSE: FMLI has reviewed the prospectus and made revisions as necessary to be consistent when using special terms. 5. FEE TABLES AND EXAMPLES (PAGE 8) Please revise the second sentence in footnote 3 to the GWB rider fee table on page 10 to state that Total Guaranteed Withdrawal Amount is adjusted for subsequent Purchase Payments and withdrawals as explained in "Total Guaranteed Withdrawal Amount" on page 39. RESPONSE: Footnote 3 will be revised as requested. 6. PURCHASE (PAGE 17) A. Please expand the last paragraph under "Purchase Payments" on page 17 to better explain the exact circumstances under which the company may "reject any application or Purchase Payment and to limit future Purchase Payments" and the extent to which it may do so. RESPONSE: Certain disclosures in this section of the prospectus following the sub-heading "Purchase Payments" have been revised to clarify the applicability of the disclosure in the last paragraph. B. The term "GWB" is defined in the first paragraph under "Highlights" on page 6. Please use this term consistently throughout the prospectus. For example, please refer to the second to last paragraph under "Purchase Payments" appearing on page 18 and compare the first sentence under "Investment Allocation Restrictions for the GWB Rider" on page 18 with the remainder of that section. RESPONSE: Registrants have used the different terminology purposefully: the term "GWB" is used to describe the features offered by the guaranteed withdrawal benefit generally, whereas the term "GWB v1" is used to refer specifically to features or limitations that are applicable to that specific version of the rider. Nevertheless, upon further review of the relevant disclosure, Registrants have determined that certain additional changes are appropriate in order to more fully implement this general principle. C. For the NY L-4, please clarify the meaning of the term "default funding options" as described in the last paragraph under "2. Enhanced Dollar Cost Averaging (EDCA) Program" Mr. Sonny Oh April 5, 2013 Page 4 [REEDSMITH LOGO APPEARS HERE] on page 28. In doing so, please reconcile the description of the consequences of termination or death in that paragraph with the corresponding paragraph in the L-4 prospectus on page 29. RESPONSE: The disclosure in the NY L-4 prospectus has been revised to be consistent with that in the L-4 prospectus. 7. GUARANTEED WITHDRAWAL BENEFIT (PAGE 38) A. Please note that the L-4 and NY L-4 prospectus both include Appendices B and C to provide examples, respectively, of the EDCA and optional death benefits associated with each contract. Therefore, given the more complex nature of the GWB rider, the staff strongly recommends providing at least some rudimentary examples in the prospectus to better illustrate the basic operations of the GWB rider. RESPONSE: We appreciate the Staff's comments in this regard, have carefully considered the relevant disclosure, and agree that it may be useful to investors to include examples illustrating the conceptual operation of certain basic GWB rider features. Registrants have included such examples in an appendix to the prospectus. B. Please highlight the last sentence of the second paragraph under "Summary of the Guaranteed Withdrawal Benefit Rider" on page 39. RESPONSE: Registrants have highlighted the last sentence in response to the staff's comment. C. Please note that the prospectus included in this filing offers only one version of the GWB rider. In light of this, the subsection "Different Versions of the GWB" and the use of the GWB Rate Table are confusing. Please delete the applicable subsection and other references to other "versions" of the GWB rider and include the information provided by the rate table directly into the applicable narrative. RESPONSE: Registrants have made certain changes to the GWB section of the prospectus that we believe will eliminate any potential confusion on the part of the reader. As the Staff is aware, Registrants worked closely with the Staff to develop and implement the general disclosure format that is now being used to describe the GWB rider; this format is intended to permit the introduction of new versions of the GWB rider by use of a supplement that can be easily understood by investors and that will dovetail with the current prospectus. The GWB Rate Table is an essential building block of this approach. We also believe that using the Rate Table to present certain information about the existing rider is helpful to the reader. Registrants have retained references to "GWB v.1," as this is the actual name of the rider used in the contract form and in marketing materials. In summary, we respectfully submit that the GWB section of the prospectus as revised is not misleading and does not contain any material omissions. Mr. Sonny Oh April 5, 2013 Page 5 [REEDSMITH LOGO APPEARS HERE] D. Please revise the bolded risk disclosure in the paragraph preceding and the paragraph under "Remaining Guaranteed Withdrawal Amount" to more fully explain the impact that taking an Excess Withdrawal may have on the Annual Benefit Payment by significantly reducing the Total and Remaining Guaranteed Withdrawal Amounts. RESPONSE: Revisions have been made in response to the Staff's comment. E. In the second bullet point under "Annual Benefit Payment--It is important to note:" beginning on page 40, please clarify the second sentence by further explaining that the longer one waits to begin taking withdrawals, the higher the Withdrawal Rate will be. Please also clarify the last sentence of the same bullet point by further explaining how delaying the first withdrawal results in the Owner paying for a benefit he/she is not using, I.E., would the age of the Owner be a factor as well? RESPONSE: We have reviewed the staff's comments and the relevant disclosure and have revised the disclosure in a fashion that Registrants believe is responsive to the comments. F. In the first sentence of the second paragraph under "Required Minimum Distributions" on page 41, please confirm the accuracy of the use of "and/or." Based on disclosure under "Use of Automated Required Minimum Distribution Program ." on page 45, it does not appear that election solely of the Systematic Withdrawal Program allows for the Annual Benefit Amount to equal the applicable required minimum distributions of a particular Owner. Toward the end of the same first sentence, please clarify the latter "withdrawal" appearing in the phrase "at the time of each withdrawal by the amount of the withdrawal. RESPONSE: The referenced disclosure has been revised to clarify the references to the Automated Required Minimum Distribution Program and the Systematic Withdrawal Program and to clarify the "by the amount of the withdrawal" language. G. In item (1) under "Withdrawal Enhancement Feature" on page 42, please be more specific as to the "90 days" prerequisite, I.E., is it referring to consecutive days or a total within a limited period of time? RESPONSE: We have revised the disclosure to clarify that the 90 day requirement is consecutive. H. The fourth to last paragraph under the "Withdrawal Enhancement Feature" on page 42 explains how the value of the Annual Benefit Payment is recalculated to equal the greater of item (a) or (b). Please explain supplementally to the staff under what circumstances item (b) would be greater than item (a). Mr. Sonny Oh April 5, 2013 Page 6 [REEDSMITH LOGO APPEARS HERE] RESPONSE: The recalculated benefit would equal item (b) if the Contract owner's Required Minimum Distribution Amount (item (b)) were larger than the GWB Withdrawal Rate (5%, 6%, or 7%) multiplied by the Withdrawal Enhancement Rate (150%), multiplied by the Total Guaranteed Withdrawal Amount (item (a)). Accordingly, the disclosure is accurate as drafted. Registrants note in this regard that they expect that the disclosure will apply only to a relatively modest group of Contract holders, and Registrants therefore believe that the benefits of any expansion of the disclosure are outweighed by the possibility of confusion. I. The GWB section makes repeated references to the time period of 120 days from the issue date. For example, please refer to the penultimate paragraph of the summary on page 39 and to the latter paragraphs under "Cancellation and Guaranteed Principal Adjustment" on page 43. It also explains that, while the rider is in effect, Purchase Payments are limited to the GWB Purchase Payment Period which, according to the GWB Rate Table on page 47, is also 120 days from the issue date. Therefore, please advise supplementally to the staff whether the references to the "120 days" are all references to the GWB Purchase Payment Period or are they references to other 120-day periods. If the former, please make that fact clear where "120 days appears. RESPONSE: Registrants have reviewed the Staff's question and the relevant disclosure and can confirm that it is happenstance that the references to 120 days from the date of contract issuance are coincident with the Purchase Payment Period under the GWB rider. J. In light of the "Restrictions on Subsequent Purchase Payments" disclosure on page 43, please revise the penultimate sentence in the paragraph preceding "Investment Allocation Restrictions" on page 43. The current disclosure is unclear as to whether Purchase Payments made after 120 days affect whether a benefit is due. RESPONSE: Registrants reviewed the relevant disclosure and have included clarifying disclosure in response to the Staff's comment, explaining that because such Purchase Payments increase the Account Value, it may be less likely that at the time a calculation is made to determine whether there will be a Guaranteed Principal Adjustment, the Account Value will be less than the amount of Purchase Payments credited during the first 120 days. 8. DEATH BENEFIT (PAGE 48) Please refrain from references to "versions" of each death benefit rider in the second paragraph and include disclosure in the registration statement that identifies those states where the riders are not currently available. RESPONSE: We respectfully note that we have worked closely with members of the Staff repeatedly in the past to ensure that this level of disclosure is not misleading and contains no Mr. Sonny Oh April 5, 2013 Page 7 [REEDSMITH LOGO APPEARS HERE] material omissions. In this regard, the following paragraph is representative of this type of disclosure approach, and we note that the second to last sentence was added at the specific behest of the Staff. "STATE VARIATIONS. Contracts issued in your state may provide different features and benefits from, and impose different costs than, those described in this prospectus because of state law variations. These differences include, among other things, free look rights, age issuance limitations, transfer rights and limitations, the right to reject Purchase Payments, the right to assess transfer fees, requirements for unisex annuity rates, the general availability of certain riders, and the availability of certain features of riders. However, please note that the maximum fees and charges for all features and benefits are set forth in the fee table in this prospectus. This prospectus describes all the material features of the contract. If you would like to review a copy of the contract and any endorsements, contact our Annuity Service Center." STATEMENT OF ADDITIONAL INFORMATION ("SAI") ------------------------------------------ 9. In the second paragraph after the sales compensation table under "Distribution" on page 4, the last sentence refers to First MetLife Investors Insurance Company and MetLife Investors Insurance Company as affiliates. Please reconcile this with the corresponding sentence in the NY L-4 SAI where it refers to MetLife investors Insurance Company, MetLife Investors USA Insurance Company and MetLife Insurance Company of Connecticut as affiliates, I.E., the L-4 leaves out the Connecticut affiliate, but the NY L-4 includes it. RESPONSE: The referenced disclosure has been revised as requested. PART C ------ 10. Please explain supplementally to the staff why the Index to Exhibits for the NY L-4 includes the following exhibits with the initial registration statement but the L-4 incorporates them by reference to a prior filing. 4(xix) Form of Guaranteed Withdrawal Benefit Rider 4(xx) Form of Guaranteed Withdrawal Benefit Rider - Withdrawal Rate Enhancement 4(xxi) Form of Contract Schedule for Guaranteed Withdrawal Benefit - Rider Specifications 4(xxii) Form of Contract Schedule for Guaranteed Withdrawal Benefit Mr. Sonny Oh April 5, 2013 Page 8 [REEDSMITH LOGO APPEARS HERE] RESPONSE: Registrants simply followed two different approaches to fulfilling the requirements of the form to include applicable contract forms; either approach is legally sufficient. 11. FINANCIAL STATEMENTS, EXHIBITS, AND CERTAIN OTHER INFORMATION Any financial statements, exhibits, and any other disclosure not included in this registration statement must be filed by pre-effective amendment to the registration statement. RESPONSE: All required financial statements, exhibits, and other required disclosure not included in the initial registration statement will be included in the pre-effective amendment. 12. REPRESENTATIONS We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the registrant is in possession of all facts relating to the registrant's disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made. Notwithstanding our comments, in the event the registrant requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that: . Should the Commission or the staff, acting pursuant to the delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; . The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and . The registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Mr. Sonny Oh April 5, 2013 Page 9 [REEDSMITH LOGO APPEARS HERE] RESPONSE: The referenced representations will be provided by the Registrants in the letter requesting acceleration. Please call the undersigned at 202.414.9208 or Tim Johnson at 412.288.1484 with comments or questions. Very truly yours. /s/ W. Thomas Conner ------------------------- W. Thomas Conner Attachments THE VARIABLE ANNUITY CONTRACT ISSUED BY METLIFE INVESTORS USA INSURANCE COMPANY AND METLIFE INVESTORS USA SEPARATE ACCOUNT A SERIES L - 4 YEAR (OFFERED ON AND AFTER APRIL 29, 2013) APRIL 29, 2013 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 contract is offered for individuals and some tax qualified and non-tax qualified retirement plans. The annuity contract has 61 investment choices - a Fixed Account that offers an interest rate guaranteed by us, and 60 Investment Portfolios listed below. MET INVESTORS SERIES TRUST - GWB PORTFOLIOS* (CLASS B): AllianceBernstein Global Dynamic Allocation Portfolio AQR Global Risk Balanced Portfolio BlackRock Global Tactical Strategies Portfolio Invesco Balanced-Risk Allocation Portfolio JPMorgan Global Active Allocation Portfolio MetLife Balanced Plus Portfolio MetLife Multi-Index Targeted Risk Portfolio Pyramis (Reg. TM) Government Income Portfolio Pyramis (Reg. TM) Managed Risk Portfolio Schroders Global Multi-Asset Portfolio METROPOLITAN SERIES FUND - GWB PORTFOLIO* (CLASS G): Barclays Aggregate Bond Index Portfolio * If you elect the GWB v1 rider, you must allocate your Purchase Payments and Account Value among these Investment Portfolios. (See "Purchase - Investment Allocation Restrictions for Certain Riders.") These Investment Portfolios are also available for investment if you do not elect the GWB v1 rider. MET INVESTORS SERIES TRUST (CLASS B OR, AS NOTED, CLASS C OR CLASS E): American Funds (Reg. TM) Growth Portfolio (Class C) BlackRock High Yield Portfolio Clarion Global Real Estate Portfolio ClearBridge Aggressive Growth Portfolio Goldman Sachs Mid Cap Value Portfolio Harris Oakmark International Portfolio Invesco Comstock Portfolio Invesco Small Cap Growth Portfolio Janus Forty Portfolio JPMorgan Core Bond Portfolio Loomis Sayles Global Markets Portfolio Lord Abbett Bond Debenture Portfolio Lord Abbett Mid Cap Value Portfolio Met/Eaton Vance Floating Rate Portfolio Met/Franklin Low Duration Total Return Portfolio MFS (Reg. TM) Emerging Markets Equity Portfolio MFS (Reg. TM) Research International Portfolio PIMCO Inflation Protected Bond Portfolio PIMCO Total Return Portfolio Pioneer Fund Portfolio Pioneer Strategic Income Portfolio (Class E) T. Rowe Price Large Cap Value Portfolio T. Rowe Price Mid Cap Growth Portfolio Third Avenue Small Cap Value Portfolio 1 ADDITIONAL OPTIONAL RIDER CHARGES (Note 1) GUARANTEED WITHDRAWAL BENEFIT (GWB) RIDER CHARGES (Note 2) (as a percentage of the Total Guaranteed Withdrawal Amount (Note 3)) GWB v1 - maximum charge 1.80% GWB v1 - current charge 0.90%
-------------------------------------------------------------------------------- Note 1. Certain charges and expenses may not apply during the Income Phase of the contract. (See "Expenses.") Note 2. The GWB v1 rider is currently available for purchase in all states except __________. Note 3. The Total Guaranteed Withdrawal Amount is initially set at an amount equal to your initial Purchase Payment. The Total Guaranteed Withdrawal Amount may be adjusted for subsequent Purchase Payments and withdrawals. See "Living Benefit - Guaranteed Withdrawal Benefit" for a definition of the term Total Guaranteed Withdrawal Amount. The GWB rider charge may increase upon an Automatic Annual Step-Up, but it will not exceed the maximum charge listed in this table. (See "Expenses.") 10 present the potential for pricing inefficiencies. Our policies and procedures may result in transfer restrictions being applied to deter frequent transfers. Large transfers may increase brokerage and administrative costs of the Investment Portfolios and may disrupt portfolio management strategy. We do not monitor for large transfers except where a portfolio manager of a particular Investment Portfolio has brought large transfer activity to our attention, including "block transfers" where transfer requests have been submitted on behalf of multiple contract Owners by a third party, such as an investment adviser. When we detect such large trades, we may impose restrictions similar to those described above. Our policies and procedures on frequent or large transfers are discussed in more detail in "Investment Options - Transfers - Restrictions on Frequent Transfers" and "Investment Options - Transfers - Restrictions on Large Transfers." We may revise these policies and procedures in our sole discretion at any time without prior notice. 2. PURCHASE The contract may not be available for purchase through your broker dealer ("selling firm") during certain periods. There are a number of reasons why the contract periodically may not be available, including that the insurance company wants to limit the volume of sales of the contract. You may wish to speak to your registered representative about how this may affect your purchase. For example, you may be required to submit your purchase application in Good Order prior to or on a stipulated date in order to purchase a contract, and a delay in such process could result in your not being able to purchase a contract. In addition, certain optional riders described in this prospectus may not be available through your selling firm, which you may also wish to discuss with your registered representative. Your selling firm may offer the contract with a lower maximum issue age for the contract and certain riders than other selling firms. We reserve the right to reject any application. 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. You may also be permitted to make subsequent Purchase Payments. Initial and subsequent Purchase Payments are subject to certain requirements. These requirements are explained below. We may restrict your ability to make subsequent Purchase Payments. The manner in which subsequent Purchase Payments may be restricted is discussed below. GENERAL REQUIREMENTS FOR PURCHASE PAYMENTS. The following requirements apply to initial and subsequent Purchase Payments: o The minimum initial Purchase Payment we will accept is $10,000. o If you want to make an initial Purchase Payment of $1 million or more, or a subsequent Purchase Payment that would cause your total Purchase Payments to exceed $1 million, you will need our prior approval. o The minimum subsequent Purchase Payment is $500 unless you have elected an electronic funds transfer program approved by us, in which case the minimum subsequent Purchase Payment is $100 per month. o We will accept a different amount if required by federal tax law. o 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.") o We will not accept Purchase Payments made with cash, money orders, or travelers checks. RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. We may restrict your ability to make subsequent Purchase Payments. We will notify you in advance if we impose restrictions on subsequent Purchase Payments. You and your financial representative should carefully consider whether our ability to restrict subsequent Purchase Payments is consistent with your investment objectives. o We reserve the right to reject any Purchase Payment and to limit future Purchase Payments. This means that we may restrict your ability to make subsequent Purchase Payments for any reason, subject to applicable requirements in your state. We may make 16 certain exceptions to restrictions on subsequent Purchase Payments in accordance with our established administrative procedures. o The GWB v1 rider has potential restrictions on subsequent Purchase Payments that are described in more detail below. For more information, see "Investment Allocation Restrictions for Certain Riders - Investment Allocation and Other Purchase Payment Restrictions for the GWB v1 Rider." 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. (A CONTRACT YEAR is defined as a one-year period starting on the date the contract is issued and on each contract anniversary thereafter.) 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. We will not terminate any contract that includes a Guaranteed Withdrawal Benefit rider or a guaranteed death benefit if at the time the termination would otherwise occur, the Remaining Guaranteed Withdrawal Amount of the Guaranteed Withdrawal Benefit rider or the guaranteed amount under any death benefit is greater than the Account Value. For all other contracts, we reserve the right to exercise this termination provision, subject to obtaining any required regulatory approvals. 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: o the credited interest rate on the Fixed Account is equal to the guaranteed minimum rate; or o your Account Value in the Fixed Account equals or exceeds our published maximum for Fixed Account allocation (currently, there is no limit); or o a transfer was made out of the Fixed Account within the previous 180 days. Once we receive your Purchase Payment and the necessary information (or a designee receives a payment and the necessary information in accordance with the designee's administrative procedures), 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.") We may restrict the investment options available to you if you select certain optional riders. These restrictions are intended to reduce the risk of investment losses that could require us to use our own assets to pay amounts due under the selected optional rider. In the future, we may change the investment options that are available to you if you select certain optional riders. If you elect an optional rider and we later remove an investment option from the group of investment options available under that rider, you will not be required to reallocate Purchase Payments or Account Value that you had previously allocated to that investment option. However, you may not be able to allocate new Purchase Payments or transfer Account Value to that investment option. If you choose the GWB v1 rider, we will require you to allocate your Purchase Payments and Account Value as described below under "Investment Allocation and Other Purchase Payment Restrictions for the GWB v1 Rider" until the rider terminates. 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 while an EDCA or Dollar Cost Averaging (DCA) program is in effect, we will not 17 allocate the additional Purchase Payment to the EDCA or DCA program, unless you tell us to do so. Instead, unless you give us other instructions, we will allocate the additional Purchase Payment directly to the same destination Investment Portfolios you selected under the EDCA or DCA program. (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. You may not choose more than 18 Investment Portfolios (including the Fixed Account) at the time you submit a subsequent Purchase Payment. If you wish to allocate the payment to more than 18 Investment Portfolios (including the Fixed Account), we must have your request to allocate future Purchase Payments to more than 18 Investment Portfolios on record before we can apply your subsequent Purchase Payment to your chosen allocation. 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 INVESTMENT ALLOCATION AND OTHER PURCHASE PAYMENT RESTRICTIONS FOR THE GWB V1 RIDER If you elect the GWB v1 rider, you may allocate your Purchase Payments and Account Value among the following Investment Portfolios: (a) AllianceBernstein Global Dynamic Allocation Portfolio (b) AQR Global Risk Balanced Portfolio (c) BlackRock Global Tactical Strategies Portfolio (d) Invesco Balanced-Risk Allocation Portfolio (e) JPMorgan Global Active Allocation Portfolio (f) MetLife Balanced Plus Portfolio (g) MetLife Multi-Index Targeted Risk Portfolio (h) Pyramis (Reg. TM) Managed Risk Portfolio (i) Schroders Global Multi-Asset Portfolio In addition, you may allocate Purchase Payments and Account Value to the Barclays Aggregate Bond Index Portfolio and the Pyramis (Reg. TM) Government Income Portfolio. No other Investment Portfolios are available with the GWB v1 rider. The Investment Portfolios listed above (other than the Barclays Aggregate Bond Index Portfolio and the Pyramis (Reg. TM) Government Income Portfolio) have investment strategies intended in part to reduce the risk of investment losses that could require us to use our own assets to make payments in connection with the guarantees under the GWB v1 rider. For example, certain of the Investment Portfolios are managed in a way that is intended to minimize volatility of returns and hedge against the effects of interest rate changes. Other investment options that are available if the GWB v1 rider is not selected may offer the potential for higher returns. Before you select the GWB v1 rider, you and your financial representative should carefully consider whether the investment options available with the GWB v1 rider meet your investment objectives and risk tolerance. You may also allocate Purchase Payments to the Enhanced Dollar Cost Averaging (EDCA) program, provided that your destination portfolios are one or more of the Investment Portfolios listed above. If you elect the GWB v1 rider, you may not participate in the Dollar Cost Averaging (DCA) program. RESTRICTIONS ON INVESTMENT ALLOCATIONS AFTER RIDER TERMINATES. If you elected the GWB v1 rider and it terminates, the investment allocation restrictions described above will no longer apply and you will be permitted to allocate subsequent Purchase Payments or transfer Account Value to any of the available Investment Portfolios, but not to the Fixed Account. (For information on the termination of the GWB v1 rider, see the description of the rider in the "Living Benefit" section.) RESTRICTION ON SUBSEQUENT PURCHASE PAYMENTS. While the GWB v1 rider is in effect, you are limited to making Purchase Payments within the GWB Purchase Payment Period (see "Living Benefit - GWB Rate Table"). However, we will permit you to make a subsequent Purchase Payment after the GWB Purchase Payment Period when either of the following conditions apply to your contract: (a) your Account Value is below the minimum described in "Purchase - Termination for Low Account Value"; or (b) the GWB v1 rider charge is greater than your Account Value. If the GWB v1 rider is cancelled (see "Living Benefit - Operation of the Guaranteed Withdrawal Benefit - Cancellation and Guaranteed Principal Adjustment") or terminated (see "Living Benefit - Operation of the Guaranteed Withdrawal Benefit - Termination of the GWB Rider"), the restriction on subsequent Purchase Payments no longer applies. CALIFORNIA FREE LOOK REQUIREMENTS FOR PURCHASERS AGE 60 AND OVER. If you elect the GWB v1 rider and you are a California purchaser aged 60 or 18 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.) We will terminate your participation in the Systematic Withdrawal Program when we receive notification of your death. 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: o the New York Stock Exchange is closed (other than customary weekend and holiday closings); o trading on the New York Stock Exchange is restricted; o 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 o 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 BENEFIT GUARANTEED WITHDRAWAL BENEFIT If you want to invest your Account Value in the Investment Portfolio(s) during the Accumulation Phase, but also want to assure that your entire Purchase Payment will be guaranteed to be returned to you, we offer an optional rider for an additional charge, called the Guaranteed Withdrawal Benefit (GWB). The purpose of the GWB rider is to provide protection against market risk (the risk that the Account Value allocated to the Investment Portfolio(s) may decline in value or underperform your expectations). The GWB rider is designed to allow you to invest your Account Value in the Investment Portfolios, while guaranteeing that at least the entire amount of Purchase Payments you make will be returned to you through a series of withdrawals, provided withdrawals in any Contract Year do not exceed the maximum amount allowed under the rider. You may begin taking withdrawals under the GWB rider immediately or at a later time. 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. In states where approved, you may purchase the GWB rider if you are age 80 or younger on the effective date of your contract. Once elected, the GWB rider may not be terminated except as stated below. SUMMARY OF THE GUARANTEED WITHDRAWAL BENEFIT RIDER THE FOLLOWING SECTION PROVIDES A SUMMARY OF HOW THE GUARANTEED WITHDRAWAL BENEFIT (GWB) RIDER WORKS. A MORE DETAILED EXPLANATION OF THE OPERATION OF THE GWB IS PROVIDED IN THE SECTION BELOW CALLED "OPERATION OF THE GUARANTEED WITHDRAWAL BENEFIT." The GWB guarantees that the entire amount of Purchase Payments you make will be returned to you through a series of withdrawals over time. THE GWB DOES NOT GUARANTEE WITHDRAWALS FOR YOUR LIFETIME. Under the GWB, we calculate a "Total Guaranteed Withdrawal Amount" (TGWA) that determines, in part, the maximum amount you may receive as withdrawals each year ("Annual Benefit Payment") without reducing your guarantee. The TGWA is multiplied by the applicable withdrawal rate to determine your Annual Benefit Payment. The rider guarantee may be reduced if your annual withdrawals are greater than the Annual Benefit Payment. IT IS IMPORTANT TO RECOGNIZE THAT THE TGWA IS NOT AVAILABLE TO BE TAKEN AS A LUMP SUM AND DOES NOT ESTABLISH OR GUARANTEE YOUR ACCOUNT VALUE OR A MINIMUM RETURN FOR ANY INVESTMENT PORTFOLIO. 37 However, if you cancel the Guaranteed Withdrawal Benefit rider after a waiting period of at least 15 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 "Operation of the Guaranteed Withdrawal Benefit - Cancellation and Guaranteed Principal Adjustment" below.) While the GWB rider is in effect, you may only make subsequent Purchase Payments during the GWB Purchase Payment Period. (See "Restrictions on Subsequent Purchase Payments" below.) (See Appendix C for examples illustrating the operation of the GWB.) OPERATION OF THE GUARANTEED WITHDRAWAL BENEFIT The following section describes how the Guaranteed Withdrawal Benefit (GWB) operates. When reading the following descriptions of the operation of the GWB (for example, the "Total Guaranteed Withdrawal Amount," "Annual Benefit Payment," and "Withdrawal Enhancement Feature" sections), refer to the GWB Rate Table at the end of this section of the prospectus for the specific rates and other terms applicable to your GWB rider. TOTAL GUARANTEED WITHDRAWAL AMOUNT. While the Guaranteed Withdrawal Benefit 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 $5,000,000) by each additional Purchase Payment received during the GWB Purchase Payment Period (see "Restriction on Subsequent Purchase Payments" below). 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 exceed the Annual Benefit Payment, then we will reduce the Total Guaranteed Withdrawal Amount in the same proportion that the entire withdrawal (including any applicable withdrawal charges) reduced the Account Value. We refer to this type of withdrawal as an Excess Withdrawal. DEPENDING ON THE RELATIVE AMOUNTS OF THE TOTAL GUARANTEED WITHDRAWAL AMOUNT AND THE ACCOUNT VALUE, SUCH A PROPORTIONAL REDUCTION MAY RESULT IN A SIGNIFICANT REDUCTION IN THE TOTAL GUARANTEED WITHDRAWAL AMOUNT (PARTICULARLY WHEN THE ACCOUNT VALUE IS LOWER THAN THE TOTAL GUARANTEED WITHDRAWAL AMOUNT), AND COULD HAVE THE EFFECT OF REDUCING THE AMOUNT YOU ARE GUARANTEED TO RECEIVE OVER TIME UNDER THE GWB RIDER (SEE "MANAGING YOUR WITHDRAWALS" BELOW). Limiting your cumulative withdrawals during a Contract Year to not more than the Annual Benefit Payment will result in dollar-for-dollar treatment of the withdrawals. REMAINING GUARANTEED WITHDRAWAL AMOUNT. The REMAINING GUARANTEED WITHDRAWAL AMOUNT is the remaining amount you are guaranteed to receive over time. The initial Remaining Guaranteed Withdrawal Amount is equal to the initial Total Guaranteed Withdrawal Amount. We increase the Remaining Guaranteed Withdrawal Amount (up to a maximum of $5,000,000) by additional Purchase Payments received during the GWB Purchase Payment Period (see "Restrictions on Subsequent Purchase Payments" below), and we decrease the Remaining Guaranteed Withdrawal Amount by withdrawals. If you take a Non-Excess Withdrawal, we will decrease the Remaining Guaranteed Withdrawal Amount, dollar-for-dollar, by the amount of the Non-Excess Withdrawal (including any applicable withdrawal charges). If, however, you take an Excess Withdrawal, then we will reduce the Remaining Guaranteed Withdrawal Amount in the same proportion that the withdrawal (including any applicable withdrawal charges) reduces the Account Value. DEPENDING ON THE RELATIVE AMOUNTS OF THE REMAINING GUARANTEED WITHDRAWAL AMOUNT AND THE ACCOUNT VALUE, SUCH A PROPORTIONAL REDUCTION MAY RESULT IN A SIGNIFICANT REDUCTION IN THE REMAINING GUARANTEED WITHDRAWAL AMOUNT (PARTICULARLY WHEN THE ACCOUNT VALUE IS LOWER THAN THE REMAINING GUARANTEED WITHDRAWAL AMOUNT), AND COULD HAVE THE EFFECT OF REDUCING THE REMAINING AMOUNT YOU ARE GUARANTEED TO RECEIVE OVER TIME UNDER THE GWB RIDER (SEE "MANAGING YOUR WITHDRAWALS" BELOW). Limiting your cumulative withdrawals during a Contract Year to not more than the Annual Benefit Payment will result in dollar- for-dollar treatment of the withdrawals. The Remaining Guaranteed Withdrawal Amount is also used to calculate 38 an alternate death benefit available under the GWB rider (see "Additional Information" below). ANNUAL BENEFIT PAYMENT. The initial ANNUAL BENEFIT PAYMENT is equal to the initial Total Guaranteed Withdrawal Amount multiplied by the GWB WITHDRAWAL RATE. If the Total Guaranteed Withdrawal Amount is later recalculated (for example, because of 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 GWB Withdrawal Rate. (See "Withdrawal Enhancement Feature" below for a feature which may allow you to increase your Annual Benefit Payment during a Contract Year if you are confined to a nursing home.) You may choose to receive your Annual Benefit Payment through the optional Systematic Withdrawal Program (see "Access To Your Money - Systematic Withdrawal Program"). While the GWB rider is in effect, your withdrawals through the Systematic Withdrawal Program may not exceed your Annual Benefit Payment. There is no charge for the Systematic Withdrawal Program and you may terminate your participation at any time. IT IS IMPORTANT TO NOTE: o 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 means if your Account Value is depleted due to a Non-Excess Withdrawal or the deduction of the rider charge, and your Remaining Guaranteed Withdrawal Amount is greater than zero, we will pay you the remaining Annual Benefit Payment, if any, not yet withdrawn during the Contract Year that the Account Value was depleted, and beginning in the following Contract Year, we will continue paying the Annual Benefit Payment to you each year until your Remaining Guaranteed Withdrawal Amount is depleted. This guarantees that you will receive your Purchase Payments even if your Account Value declines to zero due to market performance, so long as you do not take Excess Withdrawals. o IF YOU HAVE ELECTED THE GWB, YOU SHOULD CAREFULLY CONSIDER WHEN TO BEGIN TAKING WITHDRAWALS. IF YOU BEGIN TAKING WITHDRAWALS TOO SOON, YOU MAY LIMIT THE VALUE OF THE GWB, BECAUSE THE GWB WITHDRAWAL RATE IS DETERMINED BY WHEN YOU TAKE YOUR FIRST WITHDRAWAL (SEE THE GWB RATE TABLE). AS SHOWN IN THE GWB RATE TABLE, WAITING TO TAKE YOUR FIRST WITHDRAWAL WILL RESULT IN A HIGHER GWB WITHDRAWAL RATE. The GWB Withdrawal Rate is used to determine the amount of your Annual Benefit Payment, as described above. Once your GWB Withdrawal Rate has been determined, it will never increase or decrease. 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 taken 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 GWB WITHDRAWAL RATE. IN ADDITION, AS NOTED ABOVE, IF YOU TAKE AN EXCESS WITHDRAWAL, WE WILL REDUCE THE REMAINING 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 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. AN EXCESS WITHDRAWAL THAT REDUCES THE ACCOUNT VALUE TO ZERO WILL TERMINATE THE CONTRACT. 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, if your Annual Benefit Payment is 4% of your Total Guaranteed Withdrawal Amount, you cannot withdraw 2% of the Total Guaranteed Withdrawal Amount in one year and 39 then withdraw 6% of the Total Guaranteed Withdrawal Amount the next year without making an Excess Withdrawal in the second year. 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.") 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. If your contract is an IRA or other contract subject to Section 401(a)(9) of the Internal Revenue Code, and the required distributions are larger than the Total Guaranteed Withdrawal Amount multiplied by the GWB Withdrawal Rate, we will increase your Annual Benefit Payment to the required minimum distribution amount for the previous calendar year or for this calendar year (whichever is greater). If: (1) you are enrolled in the Automated Required Minimum Distribution Program, or in both the Automated Required Minimum Distribution Program and the Systematic Withdrawal Program; (2) you do not take additional withdrawals outside of these two programs; and (3) your remaining Annual Benefit Payment for the Contract Year is equal to zero; we will increase your Annual Benefit Payment by the amount of the withdrawals that remain to be taken in that Contract Year under the program or programs in which you are enrolled. This will prevent the withdrawal from exceeding the Annual Benefit Payment. See "Use of Automated Required Minimum Distribution Program and Systematic Withdrawal Program With GWB" below for more information on the Automated Required Minimum Distribution Program and the Systematic Withdrawal Program. AUTOMATIC ANNUAL STEP-UP. On each contract anniversary prior to the Owner's 86th 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: o resets 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 $5,000,000, regardless of whether or not you have taken any withdrawals; o resets the Annual Benefit Payment equal to the GWB Withdrawal Rate multiplied by the Total Guaranteed Withdrawal Amount after the step-up; and o may reset the GWB rider charge to a rate that does not exceed the lower of: (a) the GWB Maximum Fee Rate (1.80%) or (b) the current rate that we would charge for the same rider available for new contract purchases at the time of the Automatic Annual Step-Up. In the event that the charge applicable to contract purchases at the time of the step-up is higher than your current GWB 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 $5,000,000, because the Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount cannot exceed $5,000,000. WITHDRAWAL ENHANCEMENT FEATURE. The Withdrawal Enhancement Feature may allow you to increase your Annual Benefit Payment for a Contract Year if you are confined to a nursing home. Beginning in the fourth Contract Year, you may request that your GWB 40 Withdrawal Rate be multiplied by the Withdrawal Enhancement Rate once each Contract Year, if: (1) you are confined to a nursing home for at least 90 consecutive days; (2) your request is received by the contract anniversary immediately prior to the oldest Owner's 81st birthday; (3) you have not taken withdrawals in that Contract Year in excess of the Annual Benefit Payment at the time the request is approved; (4) the request and proof satisfactory to us of confinement are received by us at our Annuity Service Office while you are confined; (5) your Account Value is greater than zero at the time the request is approved; and (6) you have been the Owner continuously since the date the contract was issued, or you are a spousal Beneficiary who continues the contract under the spousal continuation option. In the case of Joint Owners, the Withdrawal Enhancement Feature applies to either Joint Owner. If the Owner is not a natural person, the Withdrawal Enhancement Feature applies to the Annuitant. If you meet the requirements, your Annual Benefit Payment for that Contract Year is recalculated to the greater of: (a) the GWB Withdrawal Rate multiplied by the Withdrawal Enhancement Rate, and then multiplied by the Total Guaranteed Withdrawal Amount; or; (b) your Annual Benefit Payment before the acceptance of your request. Your remaining Annual Benefit Payment in that year is the new Annual Benefit Payment less any withdrawals already taken in that Contract Year. At the end of the Contract Year, your GWB Withdrawal Rate will be reset to what it was prior to the acceptance of your request. In subsequent Contract Years, you may request that your GWB Withdrawal Rate be increased by the Withdrawal Enhancement Rate if you meet the conditions above. The Withdrawal Enhancement Feature is only available if the oldest Owner is age 75 or younger at the contract issue date. The Withdrawal Enhancement Feature is not available in the following states: __________ . CANCELLATION AND GUARANTEED PRINCIPAL ADJUSTMENT. You may elect to cancel the GWB 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 applicable 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 GWB rider will terminate, we will no longer deduct the GWB rider charge, and the investment allocation restrictions and subsequent Purchase Payment restrictions described in "Purchase - Investment Allocation Restrictions Certain Riders - Investment Allocation Restrictions for the GWB Rider" will no longer apply. The variable annuity contract, however, will continue. If you cancel the GWB rider on the 15th contract anniversary or any 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. 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. CONTRACT OWNERS WHO ANTICIPATE MAKING PURCHASE PAYMENTS AFTER 120 DAYS (IF PERMITTED UNDER THE GWB RIDER; SEE "RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS" BELOW) SHOULD UNDERSTAND THAT SUCH PAYMENTS 41 WILL NOT INCREASE THE GUARANTEED PRINCIPAL ADJUSTMENT. HOWEVER, BECAUSE PURCHASE PAYMENTS MADE AFTER 120 DAYS WILL INCREASE YOUR ACCOUNT VALUE, SUCH PURCHASE PAYMENTS MAY HAVE A SIGNIFICANT IMPACT ON WHETHER OR NOT A GUARANTEED PRINCIPAL ADJUSTMENT IS DUE. THEREFORE, THE GWB MAY NOT BE APPROPRIATE FOR YOU IF YOU INTEND TO MAKE ADDITIONAL PURCHASE PAYMENTS AFTER THE 120-DAY PERIOD AND ARE PURCHASING THE GWB FOR ITS GUARANTEED PRINCIPAL ADJUSTMENT FEATURE. INVESTMENT ALLOCATION RESTRICTIONS. For a detailed description of the GWB investment allocation restrictions, see "Purchase - Investment Allocation Restrictions for Certain Riders - Investment Allocation Restrictions for the GWB Rider." RESTRICTIONS ON SUBSEQUENT PURCHASE PAYMENTS. While the GWB rider is in effect, you are limited to making Purchase Payments within the GWB Purchase Payment Period (see the GWB Rate Table). If the GWB rider is cancelled (see "Cancellation and Guaranteed Principal Adjustment" above) or terminated (see "Termination of the GWB Rider" below), this restriction on subsequent Purchase Payments no longer applies. WITHDRAWAL CHARGE. We will apply a withdrawal charge to withdrawals from Purchase Payments as described in "Expenses - Withdrawal Charge" (also 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. TAX TREATMENT. THE TAX TREATMENT OF WITHDRAWALS UNDER THE GWB RIDER IS UNCERTAIN. IT IS CONCEIVABLE THAT THE AMOUNT OF POTENTIAL GAIN COULD BE DETERMINED BASED ON THE REMAINING GUARANTEED WITHDRAWAL AMOUNT UNDER THE GWB RIDER AT THE TIME OF THE WITHDRAWAL, IF THE 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 ADVISER PRIOR TO PURCHASE. GWB AND DECEDENT CONTRACTS. If you are purchasing this contract with a nontaxable transfer of the death benefit proceeds of any annuity contract or IRA (or any other tax-qualified arrangement) of which you were the Beneficiary and you are "stretching" the distributions under the IRS required distribution rules, you may purchase the GWB rider. If you are purchasing this contract with a nontaxable transfer of the death benefit proceeds of any Non-Qualified annuity contract of which you were the Beneficiary and you are "stretching" the distributions under the IRS required distribution rules, you may not purchase the GWB rider. TERMINATION OF THE GWB RIDER. The GWB rider will terminate upon the earliest of: (1) the date of a full withdrawal of the Account Value (you are still eligible to receive the Remaining Guaranteed Withdrawal Amount, provided the withdrawal did not exceed the Annual Benefit Payment and the provisions and conditions of the rider have been met) (a pro rata portion of the rider charge will be assessed); (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 GWB rider charge from the Account Value and your contract is thereby terminated (whatever Account Value is available will be applied to pay the rider charge and you are still eligible to receive the Remaining Guaranteed Withdrawal Amount, provided the provisions and conditions of the rider have been met; however, you will have no other benefits under the contract); (4) the death of the Owner or Joint Owner (or the Annuitant if the Owner is a non-natural person), except where the primary Beneficiary is the spouse, the spouse is age 80 or younger, and the spouse elects to continue the contract under the spousal continuation provisions of the contract; (5) a change of the Owner or Joint Owner for any reason, subject to our administrative procedures (a pro rata portion of the rider charge will be assessed); (6) the effective date of the cancellation of the rider; (7) the termination of the contract to which the rider is 42 attached, other than due to death (a pro rata portion of the rider charge will be assessed); or (8) the date you assign your contract (a pro rata portion of the rider charge will be assessed). Under our current administrative procedures, we will waive the termination of the GWB rider if you assign a portion of the contract under the following limited circumstances: if the assignment is solely for your benefit on account of your direct transfer of Account Value under Section 1035 of the Internal Revenue Code to fund premiums for a long term care insurance policy or Purchase Payments for an annuity contract issued by an insurance company which is not our affiliate and which is licensed to conduct business in any state. All such direct transfers are subject to any applicable withdrawal charges. Once the rider is terminated, the GWB rider charge will no longer be deducted, the GWB investment allocation restrictions will no longer apply, and the GWB restrictions on subsequent Purchase Payments will no longer apply. ADDITIONAL INFORMATION. The GWB rider may affect the death benefit available under your contract. If the Owner or Joint Owner should die while the GWB rider is in effect, 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 Beneficiary'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. Otherwise, the provisions of that contractual death benefit 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 GWB rider because (1) you make a total withdrawal of your Account Value; (2) your Account Value is insufficient to pay the GWB 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. GUARANTEED WITHDRAWAL BENEFIT AND ANNUITIZATION. Since the Annuity Date at the time you purchase the contract is the later of age 90 of the Annuitant or 10 years from contract issue, you must make an election if you would like to extend your Annuity Date to the latest date permitted (subject to restrictions that may apply in your state, restrictions imposed by your selling firm, and our current established administrative procedures). If you elect to extend your Annuity Date to the latest date permitted, and that date is reached, your contract must be annuitized (see "Annuity Payments (The Income Phase)"), or you must make a complete withdrawal of your Account Value. If you annuitize at the latest date permitted, you must elect one of the following options: 1) Annuitize the Account Value under the contract's annuity provisions. 43 2) Elect to receive the Annual Benefit Payment under the GWB rider paid each year until the RGWA is depleted. These payments will be equal in amount, except for the last payment that will be in an amount necessary to reduce the RGWA to zero. If you do not select an Annuity Option or elect to receive payments under the GWB rider, we will annuitize your contract under the Life Annuity with 10 Years of Annuity Payments Guaranteed Annuity Option. However, if we do, we will adjust your Annuity Payment or the Annuity Option, if necessary, so your aggregate Annuity Payments will not be less than what you would have received under the GWB rider. USE OF AUTOMATED REQUIRED MINIMUM DISTRIBUTION PROGRAM AND SYSTEMATIC WITHDRAWAL PROGRAM WITH GWB 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. Used with the GWB rider, our Automated Required Minimum Distribution Program can help you fulfill minimum distribution requirements with respect to your contract without reducing the Total Guaranteed Withdrawal Amount (TGWA) and Remaining Guaranteed Withdrawal Amount (RGWA) on a proportionate basis. (Reducing the TGWA and RGWA on a proportionate basis could have the effect of reducing or eliminating the guarantees of the GWB rider.) The Automated Required Minimum Distribution Program calculates minimum distribution requirements with respect to your contract and makes payments to you on a monthly, quarterly, semi-annual, or annual basis. Alternatively, you may choose to enroll in both the Automated Required Minimum Distribution Program and the Systematic Withdrawal Program (see "Access to Your Money - Systematic Withdrawal Program"). In order to avoid taking withdrawals that could reduce the TGWA and RGWA on a proportionate basis, withdrawals under the Systematic Withdrawal Program should not exceed the GWB Withdrawal Rate each Contract Year. Any amounts above the GWB Withdrawal Rate that need to be withdrawn to fulfill minimum distribution requirements can be paid out at the end of the calendar year by the Automated Required Minimum Distribution Program. For example, if you elect the GWB, enroll in the Systematic Withdrawal Program, and elect to receive monthly payments equal to the GWB Withdrawal Rate multiplied by the TGWA, you should also enroll in the Automated Required Minimum Distribution Program and elect to receive your Automated Required Minimum Distribution Program payment on an annual basis, after the Systematic Withdrawal Program monthly payment in December. If you enroll in either the Automated Required Minimum Distribution Program or both the Automated Required Minimum Distribution Program and the Systematic Withdrawal Program, you should not make additional withdrawals outside the programs. Additional withdrawals may result in the TGWA, RGWA, and Annual Benefit Payment being reduced. To enroll in the Automated Required Minimum Distribution Program and/or the Systematic Withdrawal Program, please contact our Annuity Service Center. GWB RATE TABLE The GWB Rate Table lists the following for the GWB: o the GWB Withdrawal Rate: if you take withdrawals that do not exceed the GWB ------------------- Withdrawal Rate multiplied by the Total Guaranteed Withdrawal Amount, those withdrawals will not reduce the Total Guaranteed Withdrawal Amount and Annual Benefit Payment. (Taking withdrawals that do exceed the GWB Withdrawal Rate multiplied by the Total Guaranteed Withdrawal Amount will reduce the Total Guaranteed Withdrawal Amount and Annual Benefit Payment, and may have a significant negative impact on the value of the benefits available under the GWB - see "Operation of the Guaranteed Withdrawal Benefit-Managing Your Withdrawals.") For IRAs and other Qualified Contracts, also see "Operation of the Guaranteed Withdrawal Benefit-Required Minimum Distributions."; o the GWB Purchase Payment Period, which is the period of time following the --------------------------- contract issue date during which you may make subsequent Purchase Payments (see "Operation of the Guaranteed Withdrawal Benefit - Restrictions on Subsequent Purchase Payments"); and o the Withdrawal Enhancement Rate, which is the percentage by which the GWB --------------------------- Withdrawal Rate will be increased if you request and meet the requirements of 44 the Withdrawal Enhancement Feature under the GWB rider (see "Operation of the Guaranteed Withdrawal Benefit-Withdrawal Enhancement Feature"). DIFFERENT VERSIONS OF THE GWB. From time to time, we may introduce new versions of the GWB. If we introduce a new version of the rider, we generally will do so by updating the GWB Rate Table to show the new version, together with any prior versions, the dates each rider version was offered, and the specific rates and other terms applicable to each version. Changes to the GWB Rate Table after the date of this prospectus, reflecting a new version of the rider, will be made in a supplement to the prospectus. 45 GWB RATE TABLE
GWB DATE DATE GWB PURCHASE WITHDRAWAL GWB FIRST LAST WITHDRAWAL PAYMENT ENHANCEMENT RIDER AVAILABLE AVAILABLE RATE PERIOD RATE if first withdrawal taken before 5th 5.0% contract anniversary if first withdrawal 120 days taken on or after from 5th contract contract GWB v1/1/ 04/29/13 - anniversary but 6.0% issue date 150% before 10th contract anniversary if first withdrawal taken on or after 7.0% 10th contract anniversary
-------- (1) The GWB v1 rider is currently available for purchase in all states except __________. 46 APPENDIX C GUARANTEED WITHDRAWAL BENEFIT EXAMPLES The purpose of these examples is to illustrate the operation of the Guaranteed Withdrawal Benefit. 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 OR INCOME TAXES AND TAX PENALTIES. The Guaranteed Withdrawal Benefit does not establish or guarantee an Account Value or minimum return for any Investment Portfolio. The Total Guaranteed Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount cannot be taken as a lump sum. A. GWB - Annual Benefit Payment Continuing When Account Value Reaches Zero ----------------------------------------------------------------------- When you purchase a contract and elect the optional GWB rider: o your initial Account Value is equal to your initial Purchase Payment; o your initial Total Guaranteed Withdrawal Amount (the minimum amount you are guaranteed to receive over time) is equal to your initial Purchase Payment; o your initial Remaining Guaranteed Withdrawal Amount (the remaining minimum amount you are guaranteed to receive over time) is equal to the initial Total Guaranteed Withdrawal Amount; and o your initial Annual Benefit Payment (the amount you may withdraw each Contract Year without taking an Excess Withdrawal) is equal to the initial Total Guaranteed Withdrawal Amount multiplied by the applicable GWB Withdrawal Rate (see "Living Benefit - Guaranteed Withdrawal Benefit (GWB) - GWB Rate Table"). The graphic example below shows how withdrawing the Annual Benefit Payment each Contract Year reduces the Remaining Guaranteed Withdrawal Amount and Account Value. Assume that over time the Account Value is reduced to zero by the effects of withdrawing the Annual Benefit Payment and poor market performance. If the Account Value reaches zero while a Remaining Guaranteed Withdrawal Amount still remains, we will begin making payments to you (equal, on an annual basis, to the Annual Benefit Payment) until the Remaining Guaranteed Withdrawal Amount is exhausted. The total amount withdrawn over the life of the contract will be equal to the initial Total Guaranteed Withdrawal Amount. [GRAPHIC APPEARS HERE] C-1 B. GWB - Effect of an Excess Withdrawal ------------------------------------ A withdrawal that causes your total withdrawals in a Contract Year to exceed the Annual Benefit Payment is called an "Excess Withdrawal." As described in Example A above, if you do not take Excess Withdrawals, the GWB ------ rider guarantees that the entire amount of Purchase Payments you make will be returned to you through a series of withdrawals over time, even if your Account Value is reduced to zero. Non-Excess Withdrawals do not decrease the Total Guaranteed Withdrawal Amount or Annual Benefit Payment, and decrease the Remaining Guaranteed Withdrawal Amount by the dollar amount of the withdrawal. If you do take an Excess Withdrawal, you will reduce the amount guaranteed be -- returned to you under the GWB rider. If you take an Excess Withdrawal, we will: o reduce the Total Guaranteed Withdrawal Amount in the same proportion that the Excess Withdrawal reduced the Account Value; o reduce the Remaining Guaranteed Withdrawal Amount in the same proportion that the Excess Withdrawal reduces the Account Value; and o reduce the Annual Benefit Payment to the new Total Guaranteed Withdrawal Amount multiplied by the GWB Withdrawal Rate. For example, if an Excess Withdrawal is equal to 10% of the Account Value, that Excess Withdrawal will reduce both the Total Guaranteed Withdrawal Amount and the Remaining Guaranteed Withdrawal Amount by 10%, and the new Annual Benefit Payment will be calculated based on the reduced Total Guaranteed Withdrawal Amount. These reductions in the Total Guaranteed Withdrawal Amount, Remaining Guaranteed Withdrawal Amount, and Annual Benefit Payment may be significant, particularly when the Account Value at the time of the Excess Withdrawal is lower than the Total Guaranteed Withdrawal Amount. An Excess Withdrawal that reduces the Account Value to zero will terminate the contract. C. GWB - How the Automatic Annual Step-Up Works -------------------------------------------- As described in Example A above, when you purchase a contract and elect the optional GWB rider, the initial Account Value and Total Guaranteed Withdrawal Amount are equal to the initial Purchase Payment. The initial Annual Benefit Payment is equal to the initial Total Guaranteed Withdrawal Amount multiplied by your GWB Withdrawal Rate. Assume that on the first contract anniversary the Account Value is greater than the Total Guaranteed Withdrawal Amount. As shown in the graphic example below, the Automatic Annual Step-Up will increase the Total Guaranteed Withdrawal Amount to equal the Account Value. The Remaining Guaranteed Withdrawal Amount will also be increased to equal the Account Value. The Annual Benefit Payment will be set equal to the newly recalculated Total Guaranteed Withdrawal Amount multiplied by the GWB Withdrawal Rate. Assume that on the second contract anniversary the Account Value is once again greater than the Total Guaranteed Withdrawal Amount. As shown in the graphic example below, the Automatic Annual Step-Up will again increase the Total Guaranteed Withdrawal Amount to equal the Account Value. The Remaining Guaranteed Withdrawal Amount will also be increased to equal the Account Value. The Annual Benefit Payment will be set equal to the newly recalculated Total Guaranteed Withdrawal Amount multiplied by the GWB Withdrawal Rate. Even if the Account Value decreases after the second contract anniversary, the Total Guaranteed Withdrawal Amount and Annual Benefit Payment will not decrease as long as you do not take Excess Withdrawals. The graphic example below shows how the Automatic Annual Step-Ups on the first and second contract anniversaries increase the Total Guaranteed Withdrawal Amount. It also shows the contract Owner choosing to begin withdrawals of the Annual Benefit Payment on the fifth contract anniversary. Automatic Annual Step-Ups may only occur on contract anniversaries prior to the Owner's 86th birthday. If an Automatic Annual Step-Up occurs, we may reset the GWB rider charge to a rate that does not exceed the lower of: (a) the GWB C-2 Maximum Fee Rate (1.80%) or (b) the current rate that we would charge for the same rider available for new contract purchases at the time of the Automatic Annual Step-Up. If an Automatic Annual Step-Up would result in an increase in your GWB 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. [GRAPHIC APPEARS HERE] C-3 THE VARIABLE ANNUITY CONTRACT ISSUED BY FIRST METLIFE INVESTORS INSURANCE COMPANY AND FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE CLASS L - 4 YEAR (OFFERED ON AND AFTER APRIL 29, 2013) APRIL 29, 2013 This prospectus describes the flexible premium deferred variable annuity contract offered by First MetLife Investors Insurance Company (First MetLife Investors or we or us). The contract is offered for individuals and some tax qualified and non-tax qualified retirement plans. The annuity contract has 60 investment choices listed below. MET INVESTORS SERIES TRUST - GWB PORTFOLIOS* (CLASS B): AllianceBernstein Global Dynamic Allocation Portfolio AQR Global Risk Balanced Portfolio BlackRock Global Tactical Strategies Portfolio Invesco Balanced-Risk Allocation Portfolio JPMorgan Global Active Allocation Portfolio MetLife Balanced Plus Portfolio MetLife Multi-Index Targeted Risk Portfolio Pyramis (Reg. TM) Government Income Portfolio Pyramis (Reg. TM) Managed Risk Portfolio Schroders Global Multi-Asset Portfolio METROPOLITAN SERIES FUND - GWB PORTFOLIO* (CLASS G): Barclays Aggregate Bond Index Portfolio * If you elect the GWB v1 rider, you must allocate your Purchase Payments and Account Value among these Investment Portfolios. (See "Purchase - Investment Allocation Restrictions for Certain Riders.") These Investment Portfolios are also available for investment if you do not elect the GWB v1 rider. MET INVESTORS SERIES TRUST (CLASS B OR, AS NOTED, CLASS C OR CLASS E): American Funds (Reg. TM) Growth Portfolio (Class C) BlackRock High Yield Portfolio Clarion Global Real Estate Portfolio ClearBridge Aggressive Growth Portfolio Goldman Sachs Mid Cap Value Portfolio Harris Oakmark International Portfolio Invesco Comstock Portfolio Invesco Small Cap Growth Portfolio Janus Forty Portfolio JPMorgan Core Bond Portfolio Loomis Sayles Global Markets Portfolio Lord Abbett Bond Debenture Portfolio Lord Abbett Mid Cap Value Portfolio Met/Eaton Vance Floating Rate Portfolio Met/Franklin Low Duration Total Return Portfolio MFS (Reg. TM) Emerging Markets Equity Portfolio MFS (Reg. TM) Research International Portfolio PIMCO Inflation Protected Bond Portfolio PIMCO Total Return Portfolio Pioneer Fund Portfolio Pioneer Strategic Income Portfolio (Class E) T. Rowe Price Large Cap Value Portfolio T. Rowe Price Mid Cap Growth Portfolio Third Avenue Small Cap Value Portfolio 1 imposition of this restriction for a six-month period; a second occurrence will result in the permanent imposition of the restriction. 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. If you make an additional Purchase Payment while a Dollar Cost Averaging (DCA) or Enhanced Dollar Cost Averaging (EDCA) program is in effect, we will not allocate the additional payment to the DCA or EDCA program unless you tell us to do so. Instead, unless you previously provided different allocation instructions for future Purchase Payments or provide new allocation instructions with the payment, we will allocate the additional Purchase Payment directly to the same destination Investment Portfolios you selected under the DCA or EDCA program. Any Purchase Payments received after the DCA or EDCA program has ended will be allocated as described in "Purchase - Allocation of Purchase Payments." 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. We will terminate your participation in a dollar cost averaging program when we receive notification of your death. 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 a money market Investment Portfolio to any of the other available Investment Portfolio(s) you select. 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. However, transfers will be made on the 1st day of the following month for Purchase Payments or Account Value allocated to the dollar cost averaging program on the 29th, 30th, or 31st day of a month. If you allocate an additional Purchase Payment 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 GWB rider. 2. ENHANCED DOLLAR COST AVERAGING (EDCA) PROGRAM The Enhanced Dollar Cost Averaging (EDCA) program allows you to systematically transfer amounts from a guaranteed account option, 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. When a subsequent Purchase Payment is allocated by you to your existing EDCA account, we create "buckets" within your EDCA account. o 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. o 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. o 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. 26 (See Appendix B 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 minimum interest rate depends on the date your contract is issued, but will not be less than 1%. 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, or if we receive notification of your death, your participation in the EDCA program will be terminated and 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. We will terminate your participation in the Automatic Rebalancing Program when we receive notification of your death. EXAMPLE: Assume that you want your initial Purchase Payment split between two Investment Portfolios. You want 40% to be in the Lord Abbett Bond Debenture Portfolio and 60% to be in the ClearBridge 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 ClearBridge Aggressive Growth Portfolio to increase those holdings to 60%. 27