0001193125-15-020047.txt : 20150316 0001193125-15-020047.hdr.sgml : 20150316 20150126134611 ACCESSION NUMBER: 0001193125-15-020047 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE INVESTORS USA SEPARATE ACCOUNT A CENTRAL INDEX KEY: 0000356475 IRS NUMBER: 060566090 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: METLIFE INSURANCE COMPANY USA STREET 2: 11225 NORTH COMMUNITY HOUSE ROAD CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: 800-989-3752 MAIL ADDRESS: STREET 1: METLIFE INSURANCE COMPANY USA STREET 2: 11225 NORTH COMMUNITY HOUSE ROAD CITY: CHARLOTTE STATE: NC ZIP: 28277 FORMER COMPANY: FORMER CONFORMED NAME: METLIFE INVESTORS SEPARATE ACCOUNT A DATE OF NAME CHANGE: 20010314 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY FIRST LIFE SEPARATE ACCOUNT A DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.txt Reed Smith LLP Riverfront Plaza - West Tower 901 East Byrd Street, Suite 1700 Richmond, VA 23219-4068 Tel +1 804 344 3400 Fax +1 804 344 3410 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 January 23, 2015 BY ELECTRONIC MAIL AND EDGAR CORRESPONDENCE SUBMISSION Sonny Oh Senior Counsel Securities and Exchange Commission Division of Investment Management Insured Investments Office 100 F Street, NE Washington, DC 20549 METROPOLITAN LIFE INSURANCE COMPANY "PREFERENCE PREMIER (OFFERED ON AND AFTER NOVEMBER 7, 2011)" POST-EFFECTIVE AMENDMENT NO. 14 (FILE NO. 333-176654) FILED NOVEMBER 25, 2014 METLIFE INSURANCE COMPANY USA "SERIES VA (OFFERED ON AND AFTER OCTOBER 7, 2011)" POST-EFFECTIVE AMENDMENT NO. 1 (FILE NO. 333-200231) FILED NOVEMBER 25, 2014 METLIFE INSURANCE COMPANY USA "SERIES L-4 YEAR (OFFERED ON AND AFTER APRIL 29, 2013)" POST-EFFECTIVE AMENDMENT NO. 1 (FILE NO. 333-200236) FILED NOVEMBER 25, 2014 METLIFE INSURANCE COMPANY USA "SERIES VA-4 (OFFERED ON AND AFTER OCTOBER 7, 2011)" POST-EFFECTIVE AMENDMENT NO. 1 (FILE NO. 333-200233) FILED NOVEMBER 25, 2014 METLIFE INSURANCE COMPANY USA "SERIES S (OFFERED ON AND AFTER OCTOBER 7, 2011)" POST-EFFECTIVE AMENDMENT NO. 1 (FILE NO. 333-200232) FILED NOVEMBER 25, 2014 Dear Mr. Oh: On behalf of Metropolitan Life Insurance Company ("MLIC") and MetLife Insurance Company USA ("MetLife USA," and together with MLIC, the "Companies") and their corresponding separate accounts, Metropolitan Life Separate Account E and MetLife Investors USA Separate Account A (each, a "Registrant," and collectively, the "Registrants"), we are responding to the comments that you provided to us orally on January 12, 2015 with regard to the post-effective amendments to the registration statements on Form N-4 that are referenced above (collectively, the "Amendments"). Kindly note that the Companies currently plan to launch the Guaranteed Lifetime Withdrawal Benefit rider ("GLWB Rider") described in the prospectuses of the Amendments in early to mid-February, which will require them to commence printing the final prospectuses at the end of January. NEW YORK . LONDON . HONG KONG . CHICAGO . WASHINGTON, D.C . BEIJING . PARIS . LOS ANGELES . SAN FRANCISCO . PHILADELPHIA . SHANGHAI . PITTSBURGH . HOUSTON SINGAPORE . MUNICH . ABU DHABI . PRINCETON . NORTHERN VIRGINIA . WILMINGTON . SILICON VALLEY . DUBAI . CENTURY CITY . RICHMOND . ATHENS . KAZAKHSTAN US_ACTIVE-120649070.8 Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 2 For ease of reference, each of the comments of the staff (the "staff") of the Securities and Exchange Commission (the "Commission") is set forth below, followed by the Companies' response. Unless noted otherwise, page references in the Companies' responses are to the marked courtesy copies of the prospectus and Statement of Additional Information ("SAI") provided to the staff in connection with the initial filing of the Amendments. Further, we understand that the comments provided by the staff with respect to the Amendment for Series VA (offered on and after October 7, 2011) (hereinafter referred to as "Series VA") also apply to the Amendments for the other variable annuity contracts issued through MetLife Investors USA Separate Account A that may be purchased with the GLWB Rider (namely, Series L-4 Year (offered on and after April 29, 2013); Series VA-4 (offered on and after October 7, 2011); and Series S (offered on and after October 7, 2011)). Accordingly, the Companies' responses to the staff's comments to the Amendment for Series VA (offered on and after October 7, 2011) also apply to, and describe revisions made in, the Amendments for such other contracts. To the extent the Companies' responses propose revised disclosure, we have attached hereto the corresponding pages from the revised prospectus of Series VA. We will separately provide the staff with relevant pages from the revised prospectus and SAI of Preference Premier (offered on and after November 7, 2011) (hereinafter referred to as "Preference Premier") that also reflect proposed revised disclosure as soon as those documents are finalized. The Companies have not been able to finalize the revisions to the prospectus and SAI of Preference Premier because those revisions require a substantially longer lead time than for Series VA. Revisions for Preference Premier must be routed through a third party financial printer, while the Series VA documents can be edited on the Companies' in-house software platform. We apologize for this inconvenience, but in view of the Companies' planned timeframe for launching the GLWB Rider, we thought it would be helpful to provide the staff with as much information as we could at this point, particularly given the overlap between certain staff comments given for Series VA and Preference Premier. Lastly, we note that since the initial filing of the Amendments, the Companies intend to lower the fee for the Guaranteed Lifetime Withdrawal Benefit rider as well as some of the withdrawal and guarantee rates at older ages (because of the current lower yields on Treasury 10-year bonds). These fee and rate changes will be reflected in a subsequent amendment to these filings. PREFERENCE PREMIER (OFFERED ON AND AFTER NOVEMBER 7, 2011) ---------------------------------------------------------- FACING SHEET 1. Include the caption "Approximate Date of Proposed Public Offering" and appropriate disclosure. RESPONSE: The requested change has been made. -------- PROSPECTUS 2. Cover page ---------- a. Provide the date of the prospectus and confirm that the date will be the same as or about the date of effectiveness. Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 3 RESPONSE: The date of the prospectus has been inserted. We confirm that -------- the date of the prospectus will be the same as or about the date of effectiveness. b. The use of multiple types of footnotes to identify the Portfolios is difficult to follow. Therefore, the staff strongly recommends retaining the original format whereby such Portfolios were listed out separately, except for those attached to footnote # (for older riders no longer offered). RESPONSE: In response to the staff's comment, we have simplified the -------- footnote disclosure to reduce the number of footnote references. We believe this presentation will be straightforward and easy for investors to read and comprehend. As an additional benefit, the Companies would not need to create four separate groupings of Portfolios (one for each of the two groups of riders under each trust), with some Portfolios listed in more than one grouping, which would be required if we reverted to the original format and which we view as a potentially more confusing format for an investor. c. Update the date of the statement of additional information ("SAI") cited under "How to learn more." RESPONSE: The requested change has been made. -------- 3. Important Terms - page 5 --------------- In the definition of "Accumulation Unit Value," state that contract charges, in addition to the performance of the Portfolios, will affect Accumulation Unit Value. RESPONSE: We have added the following to the definition of "Accumulation -------- Unit Value": In addition to the investment performance of the Portfolio, the deduction of Separate Account charges also affects an Investment Division's Accumulation Unit Value, as explained under "The Annuity Contract - The Value of Your Investment." 4. Table of Expenses - page 8 ----------------- a. The second paragraph of footnote 5 on page 11 is very confusing as to its impact on the Separate Account Charge table 2(b) appearing on page 8 and should be clarified or entirely deleted. RESPONSE: We have replaced the second paragraph of footnote 5 on page 11 -------- with the following: "For the Investment Division investing in the Oppenheimer Global Equity Portfolio of the Met Investors Fund, we are waiving an amount of the Separate Account charge equal to the Net Total Annual Operating Expenses of the Portfolio in excess of 0.87%. The Net Total Annual Operating Expenses are set forth in the Portfolio's prospectus." b. If the restriction in footnote 4 on page 11 applies to the GLWB Death Benefit as well, disclose that fact by adding it to footnote 11 (see E.G., footnote 9). Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 4 RESPONSE: We have revised footnote 4 on page 11 by adding the following to -------- the end of the sentence: "or the GLWB." 5. Variable Annuities - page 21 ------------------ a. The second paragraph under "Variable Annuities" on page 21 states that the Fixed Account is not available to all Contract Owners. Moreover, the first paragraph of the front cover page states that the Fixed Account is "not offered or described in this Prospectus." Therefore, on page 21 please provide at least a brief overview of when and/or under what circumstances the Fixed Account would be available to Contract Owners during the accumulation phase. RESPONSE: The second paragraph under "Variable Annuities" on page 21 has -------- been revised to clarify that the Fixed Account is available in most states but not with all share classes or optional riders. b. Please delete the sixth sentence of the second paragraph (beginning "Therefore, although..."). Whether there is an offer to buy or sell could be viewed as legal advice or a legal interpretation, which in either case does not belong in a prospectus. RESPONSE: We have deleted the sentence specified by the staff. -------- 6. Charges - page 53 ------- For the optional Guaranteed Withdrawal Benefits on page 56, please disclose whether it is available for purchase and where. Please do the same for the GLWB and GLWB Death Benefit. RESPONSE: Item 6 of Form N-4 requires the "Charges" section beginning on -------- page 53 to "briefly describe all deductions from purchase payments, contractowner accounts, or assets of the Registrant...." We believe the clear intent of the Securities and Exchange Commission is to have a single section of the prospectus focusing on charges, while other aspects of the contract are to be disclosed in other pertinent sections of the form (such as Item 7, "General Description of Variable Annuity Contracts"). To ensure that the prospectus disclosure about the states where the optional riders are available is concise, we believe it is a better disclosure practice in this case to provide such disclosures in a single section, and that this section should be the section of the prospectus describing the rider. Accordingly, we respectfully decline to make the requested change. 7. Death Benefit - Generally - page 60 ------------------------- a. In the second paragraph on page 61, please add, if applicable "the GLWB Death Benefit" to the end of the fourth sentence. RESPONSE: The requested change has been made. -------- Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 5 b. In the sixth paragraph regarding multiple beneficiaries, please clarify whether the "death benefit" that appears in the first two sentences should be referred to as "guaranteed death benefit" and clarify whether the paragraph ---------- refers to only the standard death benefit or also to all the optional death benefits. RESPONSE: The description of the operation of the death benefit where there -------- are multiple beneficiaries in the sixth paragraph on page 61 applies to all of the types of death benefits that are offered with the Contract. Consequently, we believe it is unnecessary to distinguish or name the specific types of death benefits offered. However, we have revised this paragraph as set forth below to conform this disclosure with similar disclosure that is in the prospectuses for the MetLife Investment Portfolio Architect and MetLife Accumulation Annuity variable annuities: Where there are multiple beneficiaries, any guaranteed death benefit will only be determined as of the time the first Beneficiary submits the necessary documentation in Good Order. If the guaranteed death benefit payable is an amount that exceeds the Account Value on the day it is determined, we will apply to the Contract an amount equal to the difference between the death benefit payable and the Account Value, in accordance with the current allocation of the Account Value. The remaining death benefit amounts are held in the Investment Divisions until each of the other beneficiaries submits the necessary documentation in Good Order to claim his/her death benefit and are subject to investment risk until we receive his/her necessary documentation. c. Please consider providing a definition of "spouse" in the discussion under "Spousal Continuation" on page 62. (For example, see the last paragraph of "Introduction" under the federal tax disclosure section on page 125. RESPONSE: In response to the staff's comment, we have added the following -------- sentence at the end of "Spousal Continuation" on page 62: "Any Internal Revenue Code reference to "spouse" includes those persons who are married spouses under state law, regardless of sex." 8. Guaranteed Withdrawal Benefit - page 90 ----------------------------- a. At the end of the summary, please add disclosure regarding the possible different versions of the GWB offered while referencing the GWB Rate Table as was provided on page 78 for the GMIB, rather than just before the table on page 99. The same comment applies to the GLWB where the different versions disclosure appears on page 110 just before the GLWB rate table. RESPONSE: This exact disclosure format was adopted specifically in response -------- to a staff comment we received on the "Guaranteed Withdrawal Benefit" section in a Class/Series L-4 Year prospectus filed on January 25, 2013 (File Nos. 333-186204 and 333-186216). The disclosure was designed specifically because the staff noted that the contract offered only one version of the GWB rider. The precedent for this disclosure was reviewed and not objected to by the staff, and Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 6 we continue to believe this format provides the best disclosure given that only one version of the GWB and GLWB riders is offered by the current contract. Accordingly, we respectfully decline to make the requested change. b. The staff notes that it is probably more effective to provide the cross-reference to Appendix F on page 91 after the "Operation of the GWB" disclosure. RESPONSE: In response to the staff's comment, we have moved the -------- cross-reference to Appendix F on page 91 to the end of the first paragraph under the caption "Operation of the GWB." c. In the second bullet point under "Annual Benefit Payment - It is important to note:" appearing on page 92, please add that on the other hand, delaying your first withdrawal results in paying for a benefit you are not using (E.G., see similar language on page 102 under "Operation of the GLWB"). RESPONSE: The GWB guarantees that the entire amount of purchase payments a -------- contract owner makes will be returned through a series of withdrawals. No matter how long the contract owner lives, the contract owner or his/her beneficiary will receive the same amount of money back under the GWB. In contrast, under the GLWB, a contract owner who lives a long time would receive more money under the GLWB than a contract owner who dies at a young age. Because the total amount of money paid under the GWB benefit is not determined by how long the contract owner lives, the disclosure on page 92 does not include the referenced disclosure on page 102. Accordingly, we respectfully decline to make the requested change. d. In the last sentence of the first paragraph under "Required Minimum Distributions" on page 93, please insert "Annual Benefit Payment" in lieu of "Total Guaranteed Withdrawal Rate." Similarly, please confirm that the term "GWB Withdrawal Rate" has been properly used in the third paragraph under "Use of Automated..." on page 98. RESPONSE: In the last sentence of the first paragraph under "Required -------- Minimum Distributions" on page 93 (with respect to the Guaranteed Withdrawal Benefit), we have replaced "Annual Benefit Payment" with the words "Total Guaranteed Withdrawal Amount multiplied by the GWB Withdrawal Rate." We also made a similar clarifying change in the third paragraph under "Use of Automated..." on page 98. In the second and third sentences of that paragraph, we have replaced "GWB Withdrawal Rate" with the words "GWB Withdrawal Rate multiplied by the TGWA." 9. Guaranteed Lifetime Withdrawal Benefit - page 99 -------------------------------------- a. The GLWB functions very similarly to the GWBv1; therefore where the first and second paragraphs on page 99 state the benefit is subject to the conditions described in "Operation of the GLWB" below, please add that this includes taking withdrawals that exceed the maximum amount allowed under the benefit. Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 7 Please add the same disclosure to the summary of the GLWB on page 77 and second paragraph under "Summary of the GLWB" on page 100. RESPONSE: We added the following after the phrase "subject to the -------- conditions described in "Operation of the GLWB" below" as it occurs in each of the following locations: o the first sentence of the first paragraph under the heading "Guaranteed Lifetime Withdrawal Benefit" on page 77, we added "including the condition that withdrawals before a defined age or withdrawals that exceed the maximum amount allowed under the rider in a Contract Year will reduce or eliminate the guarantee"; o the first sentence of the first paragraph on page 99, we added "including the condition that withdrawals before the Lifetime Withdrawal Age or withdrawals that are Excess Withdrawals will reduce the payments under the guarantee or, if such withdrawals reduce the Account Value to zero, eliminate the guarantee" (we believe in this regard that adding the referenced parenthetical to the first paragraph provides sufficient clarification and is not needed in the second paragraph); and o the first sentence of the second paragraph under the heading "Summary of the GLWB" on page 100, we added "including the condition that withdrawals before the Lifetime Withdrawal Age or withdrawals that are Excess Withdrawals will reduce the payments under the guarantee or, if such withdrawals reduce the Account Value to zero, eliminate the guarantee." b. Unlike the GWBv1, the GLWB has a Lifetime Withdrawal Age requirement. Therefore, please revise the last sentence of the second paragraph on page 99 accordingly. RESPONSE: We have added the following at the end of the last sentence of -------- the second paragraph under "Guaranteed Lifetime Withdrawal Benefit" on page 99: "; however, any withdrawals made prior to the Lifetime Withdrawal Age will reduce the Benefit Base." c. The staff notes that it is probably more effective to provide the cross-reference to Appendix G on page 100 after the "Operation of the GLWB" disclosure. RESPONSE: In response to the staff's comment, we have moved the -------- cross-reference to Appendix G on page 100 to the end of the first paragraph under the caption "Operation of the GLWB." d. Rather than force the reader to refer to the GLWB Rate Table for every detail about the benefit, it may be more effective to provide fuller details on some features of the benefit in the text. For example, in the second paragraph under "Benefit Base" on page 101, simply state what the Rollup Rate Period End Date is instead of forcing reader to refer back to rate table. RESPONSE: As the staff is aware, the Registrants worked closely with the -------- staff to develop and implement the general disclosure format that is now being used to describe the GLWB rider; this format Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 8 is intended to permit the introduction of new versions of the GLWB rider by use of a supplement that can be easily understood by investors and that will dovetail with the current prospectus. The GLWB 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, by focusing the reader's attention to the important information in the table in one place. With respect to the staff's concern that this approach is employed when there is only one version of the rider introduced to date, as discussed above in Response 8(a), Registrants made certain changes to a similar section of the prospectus that we believe eliminated any potential confusion on the part of the reader. The staff apparently did not disagree. For these reasons, we respectfully decline to make the requested change. e. In the first paragraph under "Managing Your Withdrawals" on page 103, please also emphasize withdrawals taken prior to the Lifetime Withdrawal Age will reduce the Benefit Base. RESPONSE: We have made the requested revision. -------- f. Please confirm the accuracy of the disclosure under "GLWB and Decedent Contracts" on page 105 and reconcile with the corresponding disclosure for GWB on page 96. RESPONSE: We confirm that the disclosure under "GLWB and Decedent -------- Contracts" is accurate as written. 10. Guaranteed Lifetime Withdrawal Benefit -- Death Benefit -- page 108 ------------------------------------------------------- a. The last full paragraph on page 22 states the following regarding the GLWB Death Benefit: If You purchase any of the optional death benefits, other than the GLWB Death Benefit, You receive the optional benefit in place of the Standard Death Benefit. If You purchase the GLWB Death Benefit, You receive the optional benefit in addition to the Standard Death Benefit. The above statement seems to indicate that the GLWB Death Benefit provides a death benefit in addition to that provided under the Standard Death Benefit. ----------- In contrast, the disclosure under the "Summary of the GLWB Death Benefit" on page 108 states the following: Under the GLWB Death Benefit, we calculate a "GLWB Death Benefit Base" that, if greater than the Standard Death Benefit or any other death benefit included by rider, then this death benefit amount will be paid instead of the Standard Death Benefit or any other death benefit included by rider. All other provisions of your Contract's death benefit will apply. Therefore, please reconcile these two statements. In addition, please clarify what is referred to by the Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 9 term "any other death benefit included by rider." RESPONSE: We have replaced the disclosure on page 22 to read: "If You -------- purchase any of the optional death benefits, other than the GLWB Death Benefit, the optional benefit will be attached to Your contract in place of the Standard Death Benefit. If You purchase the GLWB Death Benefit (which can only be elected if you elect the GLWB optional benefit), both the GLWB Death Benefit and the Standard Death Benefit will be attached to Your contract." b. Please highlight the third paragraph under "Managing Your Withdrawals" on page 109. RESPONSE: We have made the requested revision. -------- 11. Pay-Out Options (or Income Options) -- page 112 ----------------------------------- Please note the deletion of the subsection "Maturity Date" despite the continued use of the term, E.G., first sentence under "Abandoned Property Requirements" on page 119. Define maturity date there. RESPONSE: We have added a parenthetical which defines "maturity date" as -------- follows: "the latest day on which annuity payments may begin under the contract." 12. Federal Tax Considerations -- page 125 -------------------------- a. Please confirm this section is current and accurate. RESPONSE: We confirm that this section will be current and accurate prior -------- to the effective date of this filing. b. Please note the repetitiveness of the tax disclosure regarding GWB and GWLB on pages 126 and 130. RESPONSE: These disclosures are repetitive because the prospectus contains -------- two separate tax discussions, with the first version being tailored to owners of non-qualified annuity contracts and the second version being tailored to owners of qualified annuity contracts. Although this style of disclosure results in a longer document, we believe it ultimately is more concise and user-friendly for investors. We note as well that by definition, most investors will read only the section applicable to their situation. 13. Appendices ---------- a. Please confirm that the highest combination of charges has been provided in the first part of Appendix B (CF. Table 2(b) on page 8). RESPONSE: We confirm that 2.25% represents the highest combination of -------- charges for the group of Investment Divisions that appears on pages 139 through 144 in Appendix B. That group does Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 10 not include two of the Investment Divisions, for which the combination of charges is at 2.50%, as disclosed on page 144 in Appendix B. b. Please make it clear in the body of the prospectus, where appropriate, that a Contract Owner should take two (2) withdrawals rather than a single one that would be considered an Excess Withdrawal. This disclosure should be consistent with the examples on pages 168 and 172, which show that two separate withdrawals that together result in an Excess Withdrawal may have a less damaging impact than a single withdrawal that by itself is an Excess Withdrawal. In addition, confirm whether Excess Withdrawals work the same way for GWB (see "Managing Withdrawals" on page 92), as well as GMIB and EDB (see "Withdrawal Adjustments" on page 80 for GMIB and on page 69 for EDB, though the term "proportional reductions" is used instead). If these contract features work the same way, make this clear by providing corresponding disclosure in those sections and their respective examples. RESPONSE: We have made the requested change on page 103 with respect to the -------- GLWB and on page 93 with respect to the GWB. Additionally, Excess Withdrawals do not work the same way for GMIB and EDB and therefore no corresponding disclosure is needed in the GMIB and EDB sections or respective Appendix examples. STATEMENT OF ADDITIONAL INFORMATION 14. Please reconcile the table of contents for the statement of additional information ("SAI") with that provided on page 137 of the prospectus. Moreover, any revisions should be done in light of the actual contents of the SAI and the headings/captions used therein. RESPONSE: We have made the requested change. -------- 15. Based on anticipated effective date for the filing, please confirm that all information required as of the most recent fiscal or calendar year has been updated appropriately, E.G., commission table on page 2. RESPONSE: We confirm that all information included in the SAI will meet the -------- applicable requirements of section 10(a)(3) of the Securities Act of 1933 or Regulation S-X, as the case may be. PART C 16. Exhibits -------- a. Please confirm that based on anticipated effective date of the filing that interim financial statements will be provided in the subsequent amendment. Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 11 RESPONSE: We confirm that interim financial statements for the depositor -------- and the registrant will be included in a subsequent amendment. b. Please confirm that an updated opinion of counsel and auditor's consent will be provided in the subsequent amendment. RESPONSE: We confirm that the auditor's consent will be provided in a -------- subsequent amendment. With respect to the opinion of counsel, we believe that in circumstances such as these, where the base contract supporting the rider remains unchanged, the current opinion currently relied upon is not impacted and may continue to be relied upon. In the case of contractual obligations that are deemed to be securities, such as debt securities, guarantees and insurance contracts, the opinion of counsel is required under applicable Commission form requirements to confirm that those contractual obligations are or will be binding obligations of the issuer. As stated in Staff Legal Bulletin No. 19 ("SLB No. 19"), this opinion "encompasses the opinion that the registrant is validly existing, has the power to create the obligation, and has taken the required steps to authorize entering into the obligation." In accordance with SLB No. 19, paragraph 3 of the opinion dated September 2, 2011 (filed as Exhibit 99.9 to Pre-Effective Amendment No. 1 to the Form N-4 registration statement filed on September 2, 2011) confirms that (1) all corporate action of MLIC required to authorize the variable annuity contracts has been taken, (2) that MLIC has the corporate authority to enter into the variable annuity contracts, and (3) that when delivered in compliance with the prospectus and applicable state law, the variable annuity contracts will be binding obligations of MLIC. We understand that no further or additional corporate action was then or is now required to authorize MLIC to enter into the variable annuity contracts, notwithstanding the introduction of the GLWB Rider. Therefore, we believe the coverage of the opinion includes the variable annuity contracts that will be issued with the GLWB Rider and an updated opinion is not needed. To date, the Companies have not viewed it necessary in similar circumstances to include a new opinion. While we have not conducted in-depth research in this regard, we are not aware that is general industry practice to do so. GENERAL 17. Please provide "Tandy" representations and a response letter for this filing in the form of an EDGAR correspondence prior to its effective date. RESPONSE: We will provide the requisite "Tandy" representations and a -------- response letter for this filing in EDGAR correspondence prior to the effective date of this filing. Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 12 SERIES VA (OFFERED ON AND AFTER OCTOBER 7, 2011) ------------------------------------------------ FACING SHEET 1. Include the caption "Approximate Date of Proposed Public Offering" and appropriate disclosure. RESPONSE: The requested change has been made. -------- PROSPECTUS 2. Cover page ---------- a. Provide the date of the prospectus and confirm that the date will be the same as or about the date of effectiveness. In addition, the date of the prospectus and the SAI should not be a "revised and reprinted on" date. RESPONSE: The date of the prospectus has been inserted. We confirm the -------- date of the prospectus is the same as or about the date of effectiveness. In addition, the date of the prospectus and the SAI will not be identified as a "revised and reprinted on" date. b. The use of multiple types of footnotes to identify the Portfolios is difficult to follow. Therefore, the staff strongly recommends retaining the original format whereby such Portfolios were listed out separately, except for those attached to footnote # (for older riders no longer offered). RESPONSE: In response to the staff's comment, we have simplified the -------- footnote disclosure to reduce the number of footnote references. We believe this presentation will be straightforward and easy for investors to read and comprehend. It also enables us to avoid creating four separate groupings of Portfolios (one for each of the two groups of riders under each trust), with some Portfolios listed in more than one grouping, which would be required if we reverted to the original format and which we view as a potentially more confusing format for an investor. 3. The Annuity Contract -- page 15 -------------------- Please delete the sixth sentence of the fifth paragraph (beginning "Therefore, although..."). Whether there is an offer to buy or sell could be viewed as legal advice or a legal interpretation, which in either case does not belong in a prospectus. RESPONSE: We have deleted the sentence specified by the staff. -------- 4. Expenses -- page 36 -------- For the optional Guaranteed Withdrawal Benefit on page 38, please disclose whether it is available for purchase and where. Please do the same for the GLWB and GLWB Death Benefit. Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 13 RESPONSE: Item 6 of Form N-4 requires the "Expenses" section beginning on -------- page 36 to "briefly describe all deductions from purchase payments, contractowner accounts, or assets of the Registrant...." We believe the clear intent of the Securities and Exchange Commission is to have a single section of the prospectus focusing on charges, while other aspects of the contract are to be disclosed in other pertinent sections of the form (such as Item 7, "General Description of Variable Annuity Contracts"). To ensure that the prospectus disclosure about the states where the optional riders are available is concise, we believe it is a better disclosure practice in this case to provide such disclosures in a single section, and that this section should be the section of the prospectus describing the rider. Accordingly, we respectfully decline to make the requested change. 5. Guaranteed Withdrawal Benefit -- page 58 ----------------------------- a. At the end of the summary, please add disclosure regarding the possible different versions of the GWB offered while referencing the GWB Rate Table as was provided on page 48 for the GMIB, rather than just before the table on page 65. The same comment applies to the GLWB where the different versions disclosure appears on page 77 just before the GLWB rate table. RESPONSE: This exact disclosure format was adopted specifically in response -------- to a staff comment we received on the "Guaranteed Withdrawal Benefit" section in a Class/Series L-4 Year prospectus filed on January 25, 2013 (File Nos. 333-186204 and 333-186216). The disclosure was designed specifically because the staff noted that the contract offered only one version of the GWB rider. The precedent for this disclosure was reviewed and not objected to by the staff and we continue to believe this format provides the best disclosure given that only one version of the GWB and GLWB riders is offered by the current contract. Accordingly, we respectfully decline to make the requested change. b. The staff notes that it is probably more effective to provide the cross-reference to Appendix E on page 58 after the "Operation of the GWB" disclosure. RESPONSE: In response to the staff's comment, we have moved the -------- cross-reference to Appendix E on page 58 to the end of the first paragraph under the caption "Operation of the GWB." c. In the second bullet point under "Annual Benefit Payment - It is important to note:" appearing on page 60, please add that on the other hand, delaying your first withdrawal results in paying for a benefit you are not using (E.G., see similar language on page 69 under "Operation of the GLWB"). RESPONSE: The GWB guarantees that the entire amount of purchase payments a -------- contract owner makes will be returned through a series of withdrawals. No matter how long the contract owner lives, the contract owner or his/her beneficiary will receive the same amount of money back under the GWB. In contrast, under the GLWB, a contract owner who lives a long time would receive more money under the GLWB than a contract owner who dies at a young age. Because the total amount of money paid under the GWB benefit is not determined by how long the contract owner lives, the disclosure on page 60 does not include the referenced disclosure on Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 14 page 69. Accordingly, we respectfully decline to make the requested change. d. Please confirm that the term GWB Withdrawal Rate has been properly used in the third paragraph under "Use of Automated..." on page 65. RESPONSE: We made a clarifying change in the third paragraph under "Use of -------- Automated..." on page 65. In the second and third sentences of that paragraph, we have replaced "GWB Withdrawal Rate" with the words "GWB Withdrawal Rate multiplied by the TGWA." 6. Guaranteed Lifetime Withdrawal Benefit - page 67 -------------------------------------- a. The GLWB functions very similarly to the GWBv1; therefore, where the first and second paragraphs on page 67 state the benefit is subject to the conditions described in "Operation of the GLWB" below, please add that this includes taking withdrawals that exceed the maximum amount allowed under the benefit. Please add the same disclosure to the summary of the GLWB on page 47 and second paragraph under "Summary of the GLWB" on page 67. RESPONSE: We added the following language after the phrase "subject to the -------- conditions described in "Operation of the GLWB" below" as it occurs in each of the following locations: o in the first sentence of the first paragraph under the heading "Guaranteed Lifetime Withdrawal Benefit" on page 47, we added "including the condition that withdrawals before a defined age or withdrawals that exceed the maximum amount allowed under the rider in a Contract Year will reduce or eliminate the guarantee"; o in the first sentence of the first paragraph on page 67, we added "including the condition that withdrawals before the Lifetime Withdrawal Age or withdrawals that are Excess Withdrawals will reduce the payments under the guarantee or, if such withdrawals reduce the Account Value to zero, eliminate the guarantee" (we believe in this regard that adding the referenced parenthetical to the first paragraph provides sufficient clarification and is not needed in the second paragraph); and o in the first sentence of the second paragraph under the heading "Summary of the GLWB" on page 67, we added "including the condition that withdrawals before the Lifetime Withdrawal Age or withdrawals that are Excess Withdrawals will reduce the payments under the guarantee or, if such withdrawals reduce the Account Value to zero, eliminate the guarantee." b. Unlike the GWBv1, the GLWB has a Lifetime Withdrawal Age requirement. Therefore, please revise the last sentence of the second paragraph on page 67 accordingly. RESPONSE: We have added the following at the end of the last sentence of -------- the second paragraph Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 15 under "Guaranteed Lifetime Withdrawal Benefit" on page 67: "; however, any withdrawals made prior to the Lifetime Withdrawal Age will reduce the Benefit Base." c. The staff notes that it is probably more effective to provide the cross-reference to Appendix F on page 68 after the "Operation of the GLWB" disclosure. RESPONSE: In response to the staff's comment, we have moved the -------- cross-reference to Appendix F on page 68 to the end of the first paragraph under the caption "Operation of the GLWB." d. Rather than force the reader to refer to the GLWB Rate Table for every detail about the benefit, it may be more effective to provide fuller details on some features of the benefit in the text. For example, in the second paragraph under "Benefit Base" on page 68, simply state what the Rollup Rate Period End Date is instead of forcing reader to refer back to rate table. RESPONSE: As the staff is aware, the Registrants worked closely with the -------- staff to develop and implement the general disclosure format that is now being used to describe the GLWB rider; this format is intended to permit the introduction of new versions of the GLWB rider by use of a supplement that can be easily understood by investors and that will dovetail with the current prospectus. The GLWB 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, by focusing the reader's attention to the important information in the table in one place. With respect to the staff's concern that this approach is employed when there is only one version of the rider introduced to date, as discussed above in Response 5(a), Registrants made certain changes to a similar section of the prospectus that we believe eliminated any potential confusion on the part of the reader. The staff apparently did not disagree. For these reasons, we respectfully decline to make the requested change. e. In the first paragraph under "Managing Your Withdrawals" on page 70, please also emphasize withdrawals taken prior to the Lifetime Withdrawal Age will reduce the Benefit Base. RESPONSE: We have made the requested revision. -------- f. Please confirm the accuracy of the disclosure under "GLWB and Decedent Contracts" on page 72 and reconcile with the corresponding disclosure for GWB on page 63. RESPONSE: We confirm that the disclosure under "GLWB and Decedent -------- Contracts" is accurate as written. 7. GLWB Death Benefit -- page 74 ------------------ a. Please clarify what is referred to by the term "any other death benefit included by rider" under the "Summary of the GLWB Death Benefit" on page 75. RESPONSE: In response to the staff's comment, we have deleted the phrase -------- "or any other death Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 16 benefit included by rider" from the "Summary of the GLWB Death Benefit" and the "Operation of the GLWB Death Benefit" on page 75. b. Please highlight the second and third paragraphs under "Managing Your Withdrawals" on page 75. RESPONSE: We have made the requested revision. -------- 8. Death Benefit - page 78 ------------- a. In the second paragraph on page 78, please add, if applicable "the GLWB Death Benefit" to the end of the seventh sentence. RESPONSE: The requested change has been made. -------- b. In the fifth paragraph regarding multiple beneficiaries, please clarify whether the "death benefit" that appears in the first two sentences should be referred to as "guaranteed death benefit" and clarify whether the paragraph ---------- refers to only the standard death benefit or also to all the optional death benefits. RESPONSE: The description of the operation of the death benefit where there -------- are multiple beneficiaries in the fifth paragraph on page 79 applies to all of the types of death benefits that are offered with the Contract. Consequently, we believe it is unnecessary to distinguish or name the specific types of death benefits offered. However, we have revised this paragraph as set forth below to conform this disclosure with similar disclosure that is in the prospectuses for the MetLife Investment Portfolio Architect and MetLife Accumulation Annuity variable annuities: Where there are multiple Beneficiaries, any guaranteed death benefit will only be determined as of the time the first Beneficiary submits the necessary documentation in Good Order. If the guaranteed death benefit payable is an amount that exceeds the Account Value on the day it is determined, we will apply to the contract's Account Value an amount equal to the difference between the death benefit payable and the Account Value, in accordance with the current allocation of the Account Value. The remaining death benefit amounts are held in the Investment Portfolios until each of the other beneficiaries submits the necessary documentation in Good Order to claim his/her death benefit and are subject to investment risk until we receive his/her necessary documentation. c. Please consider providing a definition of "spouse" in the discussion under "Spousal Continuation" on page 91. (For example, see the last paragraph of "Introduction" under the federal tax disclosure section on page 92. Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 17 RESPONSE: In response to the staff's comment, we have added the following -------- sentence at the end of "Spousal Continuation" on page 91: "Any Internal Revenue Code reference to "spouse" includes those persons who are married spouses under state law, regardless of sex." 9. Federal Income Tax Status -- page 92 ------------------------- a. Please confirm this section is current and accurate. RESPONSE: We confirm that this section will be current and accurate prior -------- to the effective date of this filing. b. Please note the repetitiveness of the tax disclosure regarding GWB and GWLB on pages 93 and 97. RESPONSE: These disclosures are repetitive because the prospectus contains -------- two separate tax discussions, with the first version being tailored to owners of non-qualified annuity contracts and the second version being tailored to owners of qualified annuity contracts. Although this style of disclosure results in a longer document, we believe it ultimately is more concise and user-friendly for investors. We note as well that by definition, most investors will read only the section applicable to their situation. 10. Abandoned Property Requirements -- page 107 ------------------------------- Please define the term "maturity date" which appears in the first sentence of this section. RESPONSE: We have added a parenthetical which defines "maturity date" as -------- follows: "the latest day on which annuity payments may begin under the contract." 11. Appendices ---------- a. For Appendix A, please provide the higher charges first. The staff also suggests providing narrative disclosure explaining why charges for other options are not included in the charges as provided in Appendix B of the Preference Premier filing. RESPONSE: We respectfully decline to revise Appendix A in the manner -------- requested by the staff. First, we have reviewed the NATIONWIDE LIFE INSURANCE COMPANY no-action letter (pub. avail. March 16, 2001), which permits the referenced presentation of AUVs, and found no express or implied condition whatsoever regarding the ordering of the two sets of AUVs to be presented in the prospectus. Moreover, while we recognize the Commission has from time to time expressed the view that AUV tables provide one measure of performance, we do not believe contract owners make any such use of AUV tables. Finally, we note that the requested revisions would impact all of the "Class/Series" variable insurance products of MetLife, Inc., in addition to the four Contracts issued through MetLife Investors USA Separate Account A that are covered by the Amendments. More pointedly, the mechanics of making these revisions across more than 30 Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 18 Class/Series product prospectuses will require a significant amount of time, effort and changes to procedures and systems. With respect to the narrative disclosure requested by the staff, we have added language to the introduction of Appendix A stating that charges for the optional riders are assessed by cancelling Accumulation Units. b. Please make it clear in the body of the prospectus, where appropriate, that an Owner should take two (2) withdrawals rather than a single one that would be considered an Excess Withdrawal. This disclosure should be consistent with the examples on pages 168 and 172, which show that two separate withdrawals that together result in an Excess Withdrawal may have a less damaging impact than a single withdrawal that by itself is an Excess Withdrawal. In addition, confirm whether Excess Withdrawals work the same way for GWB (see "Managing Your Withdrawals" on page 60), as well as GMIB and EDB (see "Withdrawal Adjustments" on page 49 for GMIB and on page 83 for EDB, though the term "proportional reductions" is used instead). If these contract features work the same way, make this clear by providing corresponding disclosure in those sections and their respective examples. RESPONSE: We have made the requested change on page 70 with respect to the -------- GLWB and on pages 60 and E-3 with respect to the GWB. Additionally, Excess Withdrawals do not work the same way for GMIB and EDB and therefore no corresponding disclosure is needed in the GMIB and EDB sections or respective Appendix examples. STATEMENT OF ADDITIONAL INFORMATION 12. Based on the anticipated effective date for the filing, please confirm that all information required as of the most recent fiscal or calendar year has been updated appropriately, E.G., commission table on page 4. RESPONSE: We confirm that all information included in the SAI will meet the -------- applicable requirements of section 10(a)(3) of the Securities Act of 1933 or Regulation S-X, as the case may be. PART C 13. Exhibits -------- a. Please confirm that based on anticipated effective date of the filing that interim financial statements will be provided in the subsequent amendment. RESPONSE: We confirm that interim financial statements for the depositor -------- and the registrant will be included in a subsequent amendment. Sonny Oh [LOGO OF REEDSMITH] January 23, 2015 Page 19 b. Please confirm that an updated opinion of counsel will be provided in the subsequent amendment. RESPONSE: With respect to the opinion of counsel, we believe that in -------- circumstances such as these, where the base contract supporting the rider remains unchanged, the current opinion currently relied upon is not impacted and may continue to be relied upon. In the case of contractual obligations that are deemed to be securities, such as debt securities, guarantees and insurance contracts, the opinion of counsel is required under applicable Commission form requirements to confirm that those contractual obligations are or will be binding obligations of the issuer. As stated in Staff Legal Bulletin No. 19 ("SLB No. 19"), this opinion "encompasses the opinion that the registrant is validly existing, has the power to create the obligation, and has taken the required steps to authorize entering into the obligation." In accordance with SLB No. 19, paragraphs 1 and 3 of the opinion dated November 14, 2014 (filed as Exhibit 99.9 to the Form N-4 registration statement filed on November 17, 2014) confirms (1) that all corporate action of MetLife USA required to authorize the variable annuity contracts has been taken, (2) that MetLife USA has the corporate authority to enter into the variable annuity contracts, and (3) that when delivered in compliance with the prospectus and applicable state law, the variable annuity contracts will be binding obligations of MetLife USA. We understand that no further or additional corporate action was then or is now required to authorize MetLife USA to enter into the variable annuity contracts, notwithstanding the introduction of the GLWB Rider. Therefore, we believe the coverage of the opinion includes the variable annuity contracts that will be issued with the GLWB Rider and an updated opinion is not needed. To date, the Companies have not viewed it necessary in similar circumstances to include a new opinion. While we have not conducted in-depth research in this regard, we are not aware that is general industry practice to do so. GENERAL 14. Please provide "Tandy" representations and a response letter for this filing in the form of an EDGAR correspondence prior to its effective date. RESPONSE: We will provide the requisite "Tandy" representations and a -------- response letter for this filing in EDGAR correspondence prior to the effective date of this filing. We hope that you will find these responses satisfactory. If you have questions or comments about this matter, please contact the undersigned at 202.414.9208. Very truly yours, /s/ W. Thomas Conner WTC/gp Attachment CORRESP 2 filename2.txt THE VARIABLE ANNUITY CONTRACT ISSUED BY METLIFE INSURANCE COMPANY USA AND METLIFE INVESTORS USA SEPARATE ACCOUNT A SERIES VA (OFFERED ON AND AFTER OCTOBER 7, 2011) FEBRUARY 14, 2015 This prospectus describes the flexible premium deferred variable annuity contract offered by MetLife Insurance Company USA (MetLife 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 64 investment choices - a Fixed Account that offers an interest rate guaranteed by us, and 63 Investment Portfolios listed below. MET INVESTORS SERIES TRUST (CLASS B OR, AS NOTED, CLASS C OR CLASS E): AllianceBernstein Global Dynamic Allocation Portfolio* Allianz Global Investors Dynamic Multi-Asset Plus Portfolio* American Funds (Reg. TM) Balanced Allocation Portfolio (Class C)+ American Funds (Reg. TM) Growth Allocation Portfolio (Class C) American Funds (Reg. TM) Growth Portfolio (Class C) American Funds (Reg. TM) Moderate Allocation Portfolio (Class C)+ AQR Global Risk Balanced Portfolio* BlackRock Global Tactical Strategies Portfolio* BlackRock High Yield Portfolio Clarion Global Real Estate Portfolio ClearBridge Aggressive Growth Portfolio Goldman Sachs Mid Cap Value Portfolio Harris Oakmark International Portfolio Invesco Balanced-Risk Allocation Portfolio* Invesco Comstock Portfolio Invesco Mid Cap Value Portfolio Invesco Small Cap Growth Portfolio JPMorgan Core Bond Portfolio JPMorgan Global Active Allocation Portfolio* Loomis Sayles Global Markets Portfolio Lord Abbett Bond Debenture Portfolio Met/Eaton Vance Floating Rate Portfolio Met/Franklin Low Duration Total Return Portfolio Met/Templeton International Bond Portfolio# MetLife Asset Allocation 100 Portfolio MetLife Balanced Plus Portfolio* MetLife Multi-Index Targeted Risk Portfolio* MFS (Reg. TM) Emerging Markets Equity Portfolio MFS (Reg. TM) Research International Portfolio PanAgora Global Diversified Risk Portfolio* PIMCO Inflation Protected Bond Portfolio PIMCO Total Return Portfolio Pioneer Fund Portfolio Pioneer Strategic Income Portfolio (Class E) Pyramis (Reg. TM) Government Income Portfolio* Pyramis (Reg. TM) Managed Risk Portfolio* Schroders Global Multi-Asset Portfolio* SSgA Growth and Income ETF Portfolio+ SSgA Growth ETF Portfolio T. Rowe Price Large Cap Value Portfolio T. Rowe Price Mid Cap Growth Portfolio Third Avenue Small Cap Value Portfolio 1 METROPOLITAN SERIES FUND: Baillie Gifford International Stock Portfolio (Class B) Barclays Aggregate Bond Index Portfolio (Class G)* BlackRock Money Market Portfolio (Class B) Frontier Mid Cap Growth Portfolio (Class B) Jennison Growth Portfolio (Class B) Met/Artisan Mid Cap Value Portfolio (Class B) Met/Dimensional International Small Company Portfolio (Class B) MetLife Asset Allocation 20 Portfolio (Class B)+ MetLife Asset Allocation 40 Portfolio (Class B)+ MetLife Asset Allocation 60 Portfolio (Class B)+ MetLife Asset Allocation 80 Portfolio (Class B) MetLife Mid Cap Stock Index Portfolio (Class G) MetLife Stock Index Portfolio (Class B) MFS (Reg. TM) Value Portfolio (Class B) MSCI EAFE (Reg. TM) Index Portfolio (Class G) Neuberger Berman Genesis Portfolio (Class B) Russell 2000 (Reg. TM) Index Portfolio (Class G) T. Rowe Price Large Cap Growth Portfolio (Class B) Van Eck Global Natural Resources Portfolio (Class B)# Western Asset Management U.S. Government Portfolio (Class B) WMC Core Equity Opportunities Portfolio (Class E) * If you elect the GWB v1 rider, a GMIB Max rider, or a GMIB Max and an EDB Max rider, you must allocate your Purchase Payments and Account Value among these Investment Portfolios. (See "Purchase - Investment Allocation Restrictions for Certain Riders - Investment Allocation and Other Purchase Payment Restrictions for the GMIB Max, EDB Max, and GWB v1 Riders.") If you elect the GLWB rider, you must allocate a portion of your Purchase Payments and Account Value among these Investment Portfolios. (See "Purchase - Investment Allocation Restrictions for Certain Riders - Investment Allocation and Other Purchase Payment Restrictions for the GLWB.") These Investment Portfolios are also available for investment if you do not elect the GLWB rider, the GWB v1 rider, a GMIB Max rider or an EDB Max rider. + If you elect the GLWB rider, you are permitted to allocate a portion of your Purchase Payments and Account Value among these Investment Portfolios. (See "Purchase - Investment Allocation Restrictions for Certain Riders - Investment Allocation and Other Purchase Payment Restrictions for the GLWB.") These Investment Portfolios are also available for investment if you do not elect the GLWB rider. # This portfolio is only available for investment if certain optional riders are elected. (See "Purchase - Investment Allocation Restrictions for Certain Riders - Investment Allocation and Other Purchase Payment Restrictions for GMIB Plus IV, EDB III, GMIB Plus III, and EDB II.") Please read this prospectus before investing and keep it on file for future reference. It contains important information about the MetLife USA Variable Annuity Contract. To learn more about the MetLife USA Variable Annuity Contract, you can obtain a copy of the Statement of Additional Information (SAI) dated February 14, 2015. The SAI has been filed with the Securities and Exchange Commission (SEC) and is legally a part of the prospectus. The SEC maintains a Web site (http://www.sec.gov) that contains the SAI, material incorporated by reference, and other information regarding companies that file electronically with the SEC. The Table of Contents of the SAI is on Page ___ of this prospectus. For a free copy of the SAI, call us at (800) 343-8496, visit our website at WWW.METLIFEINVESTORS.COM, or write to us at: 11225 North Community House Road, Charlotte, NC 28277. The contracts: o are not bank deposits o are not FDIC insured o are not insured by any federal government agency o are not guaranteed by any bank or credit union o may be subject to loss of principal THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. February 14, 2015 2 1. THE ANNUITY CONTRACT This prospectus describes the Variable Annuity Contract offered by us. The variable annuity contract is a contract between you as the Owner, and us, the insurance company, where we promise to pay an income to you, in the form of Annuity Payments, beginning on a designated date that you select. Until you decide to begin receiving Annuity Payments, your annuity is in the ACCUMULATION PHASE. Once you begin receiving Annuity Payments, your contract switches to the INCOME PHASE. The contract benefits from tax deferral. Tax deferral means that you are not taxed on earnings or appreciation on the assets in your contract until you take money out of your contract. For any tax qualified account (e.g., an IRA), the tax deferred accrual feature is provided by the tax qualified retirement plan. Therefore, there should be reasons other than tax deferral for acquiring the contract within a qualified plan. (See "Federal Income Tax Status.") The contract is called a variable annuity because you can choose among the Investment Portfolios and, depending upon market conditions, you can make or lose money in any of these portfolios. If you select the variable annuity portion of the contract, the amount of money you are able to accumulate in your contract during the Accumulation Phase depends upon the investment performance of the Investment Portfolio(s) you select. The amount of the Annuity Payments you receive during the Income Phase from the variable annuity portion of the contract also depends, in part, upon the investment performance of the Investment Portfolio(s) you select for the Income Phase. We do not guarantee the investment performance of the variable annuity portion. You bear the full investment risk for all amounts allocated to the variable annuity portion. However, there are certain optional features that provide guarantees that can reduce your investment risk (see "Living Benefits"). In most states, the contract also contains a FIXED ACCOUNT option (contact your registered representative regarding your state). The Fixed Account is part of our general account and offers an interest rate that is guaranteed by us. The minimum interest rate depends on the date your contract is issued but will not be less than 1%. Your registered representative can tell you the current and minimum interest rates that apply. Because of exemptive and exclusionary provisions, interests in the Fixed Account have not been registered under the Securities Act of 1933, and neither the Fixed Account nor the general account has been registered as an investment company under the Investment Company Act of 1940. If you select the Fixed Account, your money will be placed with our other general account assets, and the amount of money you are able to accumulate in your contract during the Accumulation Phase depends upon the total interest credited to your contract. The Fixed Account is part of our general account. Our general account consists of all assets owned by us other than those in the Separate Account and our other separate accounts. We have sole discretion over the investment of assets in the general account. If you select a fixed Annuity Payment option during the Income Phase, payments are made from our general account assets. All guarantees as to Purchase Payments or Account Value allocated to the Fixed Account, interest credited to the Fixed Account, and fixed Annuity Payments are subject to our financial strength and claims-paying ability. The amount of the Annuity Payments you receive during the Income Phase from a fixed Annuity Payment option of the contract will remain level for the entire Income Phase. (Please see "Annuity Payments (The Income Phase)" for more information.) As Owner of the contract, you exercise all interests and rights under the contract. You can change the Owner at any time, subject to our underwriting rules (a change of ownership may terminate certain optional riders). The contract may be owned generally by Joint Owners (limited to two natural persons). We provide more information on this under "Other Information - Ownership." All contract provisions will be interpreted and administered in accordance with the requirements of the Internal Revenue Code (the "Code"). Any Code references to "spouses" include those persons who are married spouses under state law, regardless of sex. 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 15 types of living benefit riders - guaranteed income benefits, a guaranteed withdrawal benefit, and a guaranteed lifetime withdrawal benefit: Guaranteed Income Benefits -------------------------- o GMIB Max (GMIB Max V, GMIB Max IV, GMIB Max III, and GMIB Max II) o Guaranteed Minimum Income Benefit Plus (GMIB Plus IV and GMIB Plus III) Our guaranteed income benefit riders are designed to allow you to invest your Account Value in the Investment Portfolios, while assuring a specified guaranteed level of minimum fixed Annuity Payments if you elect the Income Phase. The fixed Annuity Payment amount is guaranteed regardless of investment performance or the actual Account Value at the time you annuitize. Prior to exercising the rider and annuitizing your contract, you may make withdrawals up to a maximum level specified in the rider and still maintain the benefit amount. Guaranteed Withdrawal Benefit ----------------------------- o Guaranteed Withdrawal Benefit (GWB v1) The Guaranteed Withdrawal Benefit 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. Guaranteed Lifetime Withdrawal Benefit -------------------------------------- o Guaranteed Lifetime Withdrawal Benefit (GLWB) The GLWB rider is designed to allow you to invest your Account Value in the Investment Portfolios, while guaranteeing that you will receive lifetime income regardless of investment performance. The guarantee is subject to the conditions described in "Guaranteed Lifetime Withdrawal Benefit - Operation of the GLWB," including the condition that withdrawals before a defined age or withdrawals that exceed the maximum amount allowed under the rider in a Contract Year will reduce or eliminate the guarantee. In states where approved, you may also elect the GLWB Death Benefit for an additional charge if you elect the GLWB rider. GUARANTEED MINIMUM INCOME BENEFIT (GMIB) If you want to invest your Account Value in the Investment Portfolio(s) during the Accumulation Phase, but you also want to assure a specified guaranteed level of minimum fixed Annuity Payments during the Income Phase, we offer an optional rider for an additional charge, called the Guaranteed Minimum Income Benefit (GMIB). The purpose of the GMIB 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). As described in more detail in "Annuity Payments (The Income Phase)," you can choose to apply your Account Value to fixed Annuity Payments, variable Annuity Payments, or a combination of both. The dollar amount of your Annuity Payments will vary to a significant degree based on the market performance of the Investment Portfolio(s) to which you had allocated Account Value during the Accumulation Phase (and based on market performace during the Income Phase, in the case of variable Annuity Payments). With the GMIB, the minimum amount of each fixed Annuity Payment you receive during the Income Phase is guaranteed regardless of the investment performance of the Investment Portfolios during the Accumulation Phase or your actual Account Value at the time you elect the Income Phase. Prior to exercising the rider, you may make specified withdrawals that reduce your Income Base (as explained below) during the Accumulation Phase and still leave the rider guarantees intact, provided the conditions of the rider are met. Your registered representative can provide you an illustration of the amounts you would receive, with or without withdrawals, if you exercised the rider. In states where approved, you may purchase the GMIB if you are age 78 or younger on the effective date of your contract. You may not have this benefit and another living benefit (Guaranteed Withdrawal Benefit or Guaranteed Lifetime Withdrawal Benefit) in effect at the same time. Once elected, the GMIB rider may not be terminated except as stated below. SUMMARY OF THE GMIB THE FOLLOWING SECTION PROVIDES A SUMMARY OF HOW THE GMIB WORKS. A MORE DETAILED EXPLANATION OF THE OPERATION OF THE GMIB IS PROVIDED, IN THE SECTION BELOW CALLED "OPERATION OF THE GMIB." Under the GMIB, we calculate an "Income Base" that determines, in part, the minimum amount you receive as fixed Annuity Payments under the GMIB rider if you elect the Income Phase. The Income Base is the greater of two 47 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. You may not have this benefit and another living benefit (GMIB or Guaranteed Lifetime Withdrawal Benefit) or an Enhanced Death Benefit rider in effect at the same time. 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. 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.) 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 "Payment 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. (See Appendix E for examples illustrating the operation of the GWB.) 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. 58 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 (including any withdrawal charge) cannot exceed the Annual Benefit Payment each Contract Year. In other words, you should not take Excess Withdrawals. 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. If you take an Excess Withdrawal in a Contract Year, you may be able to reduce the impact of the Excess Withdrawal on your Total Guaranteed Withdrawal Amount and Annual Benefit Payment by making two separate withdrawals (on different days) instead of a single withdrawal. The first withdrawal should be equal to your Annual Benefit Payment (or remaining Annual Benefit Payment if withdrawals have already occurred in the Contract Year); this withdrawal will not reduce your Total Guaranteed Withdrawal Amount or Annual Benefit Payment, but will reduce the Remaining Guaranteed Withdrawal Amount. The second withdrawal (on a subsequent day) should be for the amount in excess of the Annual Benefit Payment (or remaining Annual Benefit Payment); this withdrawal will reduce your Total Guaranteed Withdrawal Amount, Annual Benefit Payment, and Remaining Guaranteed Withdrawal Amount. For an example of taking multiple withdrawals in this situation, see Appendix E, "GWB - Excess Withdrawals - Single Withdrawal vs. Multiple Withdrawals." 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 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 60 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 multiplied by the TGWA each Contract Year. Any amounts above the GWB Withdrawal Rate multiplied by the TGWA 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 Payment Enhancement Rate, which is the percentage by which the GWB ------------------------ Withdrawal Rate will be increased if you request and meet the requirements of the Payment Enhancement Feature under the GWB rider (see "Operation of the Guaranteed Withdrawal Benefit-Payment 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. 65 GUARANTEED LIFETIME WITHDRAWAL BENEFIT If you want to invest your Account Value in the Investment Portfolio(s) during the Accumulation Phase, but also want to guarantee that you will receive lifetime income regardless of investment performance (subject to the conditions described in "Operation of the GLWB" below, including the condition that withdrawals before the Lifetime Withdrawal Age or withdrawals that are Excess Withdrawals will reduce the payments under the guarantee or, if such withdrawals reduce the Account Value to zero, eliminate the guarantee), we offer a rider for an additional charge, called the Guaranteed Lifetime Withdrawal Benefit (GLWB). Currently we offer two variations of the GLWB rider: FlexChoice Level and FlexChoice Expedite (see "GLWB Variations" below.) The GLWB rider is designed to allow you to invest your Account Value in the Investment Portfolios, while guaranteeing that you will receive lifetime income regardless of investment performance, subject to the conditions described in "Operation of the GLWB" below. You may begin taking withdrawals under the GLWB rider immediately or at a later time; however, any withdrawals taken prior to the Lifetime Withdrawal Age will reduce the Benefit Base (see "Managing Your Withdrawals" below). In states where approved, you may purchase the GLWB rider if you are at least age 50 and not older than age 85 on the effective date of your contract. You may not select this rider together with the GWB v1 rider, a GMIB rider, an EDB rider, the optional Annual Step-Up Death Benefit, or the Earnings Preservation Benefit. Once selected, the GLWB rider may not be terminated except as stated below. SUMMARY OF THE GLWB THE FOLLOWING SECTION PROVIDES A SUMMARY OF HOW THE GLWB RIDER WORKS. A MORE DETAILED EXPLANATION OF THE OPERATION OF THE GLWB RIDER IS PROVIDED IN THE SECTION BELOW CALLED "OPERATION OF THE GLWB." The GLWB rider guarantees that you will receive lifetime income regardless of investment performance, subject to the conditions described in "Operation of the GLWB" below (including the condition that withdrawals before the Lifetime Withdrawal Age or withdrawals that are Excess Withdrawals will reduce the payments under the guarantee or, if such withdrawals reduce the Account Value to zero, eliminate the guarantee). THE GLWB RIDER DOES NOT GUARANTEE LIFETIME INCOME IF YOUR ACCOUNT VALUE IS REDUCED TO ZERO DUE TO A WITHDRAWAL PRIOR TO THE LIFETIME WITHDRAWAL AGE OR A WITHDRAWAL THAT IS AN EXCESS WITHDRAWAL (SEE "MANAGING YOUR WITHDRAWALS" BELOW). Under the GLWB rider, we calculate a Benefit Base (the "Benefit Base") that determines the maximum amount you may receive as withdrawals each Contract Year after the Lifetime Withdrawal Age (the "Annual Benefit Payment") without reducing your Benefit Base, and determines the amount of any lifetime payments if the Account Value is reduced to zero. The Benefit Base is multiplied by the applicable GLWB Withdrawal Rate while the Account Value is greater than zero to determine your Annual Benefit Payment. The Benefit Base is multiplied by the applicable GLWB Lifetime Guarantee Rate to determine your Annual Benefit Payment if your Account Value is reduced to zero and lifetime payments are to begin. The Benefit Base will be reduced for any withdrawal prior to the Lifetime Withdrawal Age or any Excess Withdrawal (and any subsequent withdrawals in the Contract Year that an Excess Withdrawal occurs). In any event, withdrawals under the GLWB rider will reduce your Account Value and death benefits. IT IS IMPORTANT TO RECOGNIZE THAT THE BENEFIT BASE IS NOT AVAILABLE TO BE TAKEN AS A LUMP SUM OR PAID AS A DEATH BENEFIT AND DOES NOT ESTABLISH OR GUARANTEE YOUR ACCOUNT VALUE OR A MINIMUM RETURN FOR ANY INVESTMENT PORTFOLIO. However, if you cancel the GLWB rider after a waiting period of at least ten (10) years (the "Guaranteed Principal Adjustment Eligibility Date") 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, if greater than the Account Value at the time of the cancellation. (See "Cancellation and Guaranteed Principal Adjustment" below.) While the GLWB rider is in effect, we may reject subsequent Purchase Payments by sending advance written notice if any of the changes listed in the section "Investment Allocation Restrictions for Certain Riders - Investment Allocation and Other Purchase Payment Restrictions for the GLWB - Potential Restrictions on Subsequent Purchase Payments" occur. Restrictions on 67 subsequent Purchase Payments will remain in effect until the GLWB rider is terminated unless we provide advance written notice to you otherwise. OPERATION OF THE GLWB The following section describes how the GLWB operates. When reading the following description of the operation of the GLWB rider (for example, the "Benefit Base" and "Annual Benefit Payment" sections), refer to the GLWB Rate Table at the end of this section for the specific rates and other terms applicable to your GLWB rider. (See Appendix F for examples illustrating the operation of the GLWB.) BENEFIT BASE. While the GLWB rider is in effect, we guarantee that you will receive lifetime income regardless of investment performance, subject to the conditions described below. To determine the maximum amount that may be withdrawn in the current Contract Year (the "Annual Benefit Payment"), we multiply the Benefit Base by the GLWB Withdrawal Rate (see "GLWB Rate Table") while the Account Value is greater than zero. The initial BENEFIT BASE is equal to your initial Purchase Payment. We increase the Benefit Base by each additional Purchase Payment. Any withdrawals taken prior to the date you reach the Lifetime Withdrawal Age (see "GLWB Rate Table" below) will reduce the Benefit Base in the same proportion that such withdrawal (including Withdrawal Charges, if any) reduces the Account Value (a "Proportional Adjustment"). For example, if the Benefit Base is $120,000, the Account Value is $100,000 and you withdraw $10,000 (including any Withdrawal Charge), then your Benefit Base is decreased by $12,000 to $108,000 [$120,000 x ($10,000/$100,000) = $12,000]. Any withdrawals taken after the Lifetime Withdrawal Age that do not exceed, or cause the cumulative withdrawals in the Contract Year to exceed, the Annual Benefit Payment, will not reduce the Benefit Base. We refer to this type of withdrawal as a "Non-Excess Withdrawal." If, however, you take a withdrawal that exceeds the Annual Benefit Payment (or results in cumulative withdrawals for the current Contract Year that exceed the Annual Benefit Payment), then such withdrawal, and any subsequent withdrawals that occur in that Contract Year, will trigger a Proportional Adjustment to the Benefit Base. We refer to this type of withdrawal as an "Excess Withdrawal." DEPENDING ON THE RELATIVE AMOUNTS OF THE BENEFIT BASE AND THE ACCOUNT VALUE, SUCH PROPORTIONAL ADJUSTMENT MAY RESULT IN A SIGNIFICANT REDUCTION TO THE BENEFIT BASE (PARTICULARLY WHEN THE ACCOUNT VALUE IS LOWER THAN THE BENEFIT BASE), AND COULD HAVE THE EFFECT OF REDUCING OR ELIMINATING THE TOTAL AMOUNT YOU ARE GUARANTEED TO RECEIVE UNDER THE GLWB RIDER (SEE "MANAGING YOUR WITHDRAWALS" BELOW). On each contract anniversary on or before the Rollup Rate Period End Date (see "GLWB Rate Table"), if no withdrawals occurred in the previous Contract Year, the Benefit Base will be increased by an amount equal to the Rollup Rate (see "GLWB Rate Table") multiplied by the Benefit Base before such increase. The Benefit Base will not be increased by the Rollup Rate if: (1) a withdrawal has occurred in the Contract Year ending immediately prior to that contract anniversary, or (2) after the Rollup Rate Period End Date. The Rollup Rate, if applicable, is applied before deducting any rider charge and before taking into account any Automatic Step-Up occurring on such contract anniversary (see "Automatic Step-Up" below). ANNUAL BENEFIT PAYMENT. After the Lifetime Withdrawal Age, the ANNUAL BENEFIT PAYMENT is the maximum amount that may be withdrawn in the current Contract Year without triggering a Proportional Adjustment to the Benefit Base (prior to the Lifetime Withdrawal Age, there is no Annual Benefit Payment). After the Lifetime Withdrawal Age, the initial Annual Benefit Payment is equal to the initial Benefit Base multiplied by the applicable GLWB WITHDRAWAL RATE. Your GLWB Withdrawal Rate is determined by when you take your first withdrawal after the Lifetime Withdrawal Age (see "GLWB Rate Table"). As shown in the GLWB Rate Table, waiting to take your first withdrawal will result in a higher GLWB Withdrawal Rate. The GLWB Withdrawal Rate will not change once determined. If the Benefit Base is later recalculated (for example, because of additional Purchase Payments, the Automatic Step-Up, or Excess Withdrawals), the Annual Benefit Payment is reset equal to the new Benefit Base multiplied by the GLWB Withdrawal Rate. Each time a withdrawal is made in a Contract Year, we decrease the Annual Benefit Payment for that Contract Year by such withdrawal and the remaining amount is the "Remaining Annual Benefit Payment." If the Benefit Base is increased due to a subsequent Purchase Payment, causing the Annual Benefit Payment to increase, the Remaining 68 higher income amounts if the current annuity option rates applied to the Account Value on the date payments begin exceed the payments under the GLWB rider. Also, income provided by annuitizing under current annuity rates may be higher due to different tax treatment of this income compared to the tax treatment of the payments received under the GLWB rider. GLWB VARIATIONS. We currently offer two variations of the GLWB rider. The two variations are FlexChoice Level and FlexChoice Expedite. The GLWB Withdrawal Rate and GLWB Lifetime Guarantee Rate will vary depending on the variation you choose. Depending on your expectations and preferences, you can choose the variation that best meets your needs. Prior to issuance, you must select either: o FlexChoice Level: offers a steady GLWB Withdrawal Rate and GLWB Lifetime Guarantee Rate throughout your lifetime; or o FlexChoice Expedite: offers a higher GLWB Withdrawal Rate while your Account Value is greater than zero and a reduced GLWB Lifetime Guarantee Rate if your Account Value is reduced to zero. For both variations, you may elect to have your Annual Benefit Payments paid for the life of you and your spouse, provided your spouse is no younger than the Minimum Spousal Age, using the applicable Joint Lifetime Guarantee Rate (see "GLWB Rate Table"). MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your annual withdrawals. To retain the full guarantees of this rider, your annual withdrawals (including any withdrawal charge) cannot exceed the Annual Benefit Payment each Contract Year. In other words, you should not take Excess Withdrawals. IF YOU DO TAKE AN EXCESS WITHDRAWAL, WE WILL RECALCULATE THE BENEFIT BASE IN THE SAME PROPORTION THAT THE WITHDRAWAL (INCLUDING ANY WITHDRAWAL CHARGE) REDUCES THE ACCOUNT VALUE AND REDUCE THE ANNUAL BENEFIT PAYMENT TO THE NEW BENEFIT BASE MULTIPLIED BY THE APPLICABLE GLWB WITHDRAWAL RATE. In addition, you should not take withdrawals of any amount prior to the Lifetime Withdrawal Age. IF YOU TAKE A WITHDRAWAL PRIOR TO THE LIFETIME WITHDRAWAL AGE, WE WILL RECALCULATE THE BENEFIT BASE IN THE SAME PROPORTION THAT THE WITHDRAWAL (INCLUDING ANY WITHDRAWAL CHARGE) REDUCES THE ACCOUNT VALUE. THESE REDUCTIONS IN THE BENEFIT BASE CAUSED BY WITHDRAWALS PRIOR TO THE LIFETIME WITHDRAWAL AGE, AND IN THE BENEFIT BASE AND THE ANNUAL BENEFIT PAYMENT CAUSED BY EXCESS WITHDRAWALS, MAY BE SIGNIFICANT. You are still eligible to receive lifetime payments so long as the Excess Withdrawal or withdrawal prior to the Lifetime Withdrawal Age did not cause your Account Value to decline to zero. AN EXCESS WITHDRAWAL (OR ANY WITHDRAWAL PRIOR TO LIFETIME WITHDRAWAL AGE) THAT REDUCES THE ACCOUNT VALUE TO ZERO WILL TERMINATE THE CONTRACT AND CAUSE LIFETIME PAYMENTS TO NOT BE AVAILABLE. If you take an Excess Withdrawal in a Contract Year, you may be able to reduce the impact of the Excess Withdrawal on your Benefit Base and Annual Benefit Payment by making two separate withdrawals (on different days) instead of a single withdrawal. The first withdrawal should be equal to your Annual Benefit Payment (or Remaining Annual Benefit Payment if withdrawals have already occurred in the Contract Year); this withdrawal will not reduce your Benefit Base (and Annual Benefit Payment). The second withdrawal (on a subsequent day) should be for the amount in excess of the Annual Benefit Payment (or Remaining Annual Benefit Payment); this withdrawal will reduce your Benefit Base and Annual Benefit Payment. For an example of taking multiple withdrawals in this situation, see Appendix F, "Withdrawals - Withdrawals After the Lifetime Withdrawal Age - Excess Withdrawals." You can always make Non-Excess Withdrawals. However, if you choose to receive only a part of your Annual Benefit Payment in any given Contract Year, your Remaining Annual Benefit Payment does not carry over into subsequent Contract Years. For example, if your Annual Benefit Payment is 4% of your Benefit Base, you cannot withdraw 2% in one year and then withdraw 6% the next year without making an Excess Withdrawal in the second year. Income taxes and penalties may apply to your withdrawals. 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 in any Contract Year. (See "Expenses - Withdrawal Charges.") REQUIRED MINIMUM DISTRIBUTIONS. For IRAs and other contracts subject to Section 401(a)(9) of the Code, you may be required to take withdrawals to fulfill minimum 70 and receiving both a living benefit and a death benefit and the cost of the combined riders will be higher than the cost of either a GLWB rider or other available death benefits individually. Please note that other standard or optional death benefits are available under the contract. You should also understand that once GLWB rider lifetime payments begin or the GLWB rider terminates, the GLWB Death Benefit will be terminated. SUMMARY OF THE GLWB DEATH BENEFIT Under the GLWB Death Benefit, we calculate a "GLWB Death Benefit Base" that, if greater than the Principal Protection death benefit (see "Death Benefit - Standard Death Benefit - Principal Protection") will be paid instead of the Principal Protection death benefit. All other provisions of your contract's death benefit will apply. OPERATION OF THE GLWB DEATH BENEFIT The following section describes how the GLWB Death Benefit operates. When reading the following descriptions of the operation of the GLWB Death Benefit (for example, "Excess Withdrawals," "Non-Excess Withdrawals," "Rollup Rate," "Rollup Rate Period End Date," "Automatic Step-Up" and "Benefit Base"), refer to the "Guaranteed Lifetime Withdrawal Benefit" section above. If you select the GLWB Death Benefit, the amount of the death benefit will be the greater of: (1) the GLWB Death Benefit Base; and (2) the Principal Protection death benefit. (See Appendix G for examples illustrating the operation of the GLWB Death Benefit.) GLWB DEATH BENEFIT BASE. The GLWB DEATH BENEFIT BASE is an amount used to determine your death benefit, and is also the amount the GLWB Death Benefit rider charge is applied. As of the Issue Date, the initial GLWB Death Benefit Base is equal to your initial purchase payment. The GLWB Death Benefit Base will be increased by the amount of each purchase payment made, and reduced for all withdrawals as described below. The GLWB Death Benefit Base cannot be withdrawn in a lump sum. MANAGING YOUR WITHDRAWALS. It is important that you carefully manage your annual withdrawals to retain the full benefit of this rider. In other words, you should not take Excess Withdrawals. IF YOU TAKE AN EXCESS WITHDRAWAL, WE WILL REDUCE THE GLWB DEATH BENEFIT BASE IN THE SAME PROPORTION THAT THE WITHDRAWAL (INCLUDING ANY WITHDRAWAL CHARGE) REDUCES THE ACCOUNT VALUE. THE REDUCTION IN THE GLWB DEATH BENEFIT BASE MAY BE SIGNIFICANT. You are still eligible to receive the death benefit so long as the Account Value does not decline to zero. ANY WITHDRAWALS TAKEN PRIOR TO THE DATE YOU REACH THE LIFETIME WITHDRAWAL AGE WILL TRIGGER A PROPORTIONAL ADJUSTMENT TO THE GLWB DEATH BENEFIT BASE. After the Lifetime Withdrawal Age, the GLWB Death Benefit Base will be reduced for all withdrawals. Non-Excess Withdrawals reduce the GLWB Death Benefit Base by the amount of the withdrawal. Excess Withdrawals, and any subsequent withdrawals that occur in that Contract Year, trigger a Proportional Adjustment to the GLWB Death Benefit Base. If you take an Excess Withdrawal in a Contract Year, you may be able to reduce the impact of the Excess Withdrawal on your GLWB Death Benefit Base by making two separate withdrawals (on different days) instead of a single withdrawal. The first withdrawal should be equal to your Annual Benefit Payment (or Remaining Annual Benefit Payment if withdrawals have already occurred in the Contract Year); this withdrawal will reduce your GLWB Death Benefit Base by the amount of the withdrawal. The second withdrawal (on a subsequent day) should be for the amount in excess of the Annual Benefit Payment (or Remaining Annual Benefit Payment); this withdrawal will cause a Proportional Adjustment to your GLWB Death Benefit Base. For an example of taking multiple withdrawals in this situation, see Appendix G, "Withdrawals - Withdrawals After the Lifetime Withdrawal Age - Excess Withdrawals." On each contract anniversary on or before the Rollup Rate Period End Date, if no withdrawals occurred in the previous Contract Year, the GLWB Death Benefit Base will be increased by an amount equal to the Rollup Rate multiplied by the GLWB Death Benefit Base before such increase. The GLWB Death Benefit Base will not be increased by the Rollup Rate if: (1) a withdrawal has occurred in the Contract Year ending immediately prior to that contract anniversary, or (2) after the Rollup Rate Period End Date. 75 8. PERFORMANCE We periodically advertise subaccount performance relating to the Investment Portfolios. We will calculate performance by determining the percentage change in the value of an Accumulation Unit by dividing the increase (decrease) for that unit by the value of the Accumulation Unit at the beginning of the period. This performance number reflects the deduction of the Separate Account product charges (including certain death benefit rider charges) and the Investment Portfolio expenses. It does not reflect the deduction of any applicable account fee, withdrawal charge, or applicable optional rider charges. The deduction of these charges would reduce the percentage increase or make greater any percentage decrease. Any advertisement will also include total return figures which reflect the deduction of the Separate Account product charges (including certain death benefit rider charges), account fee, withdrawal charges, applicable optional rider charges, and the Investment Portfolio expenses. For periods starting prior to the date the contract was first offered, the performance will be based on the historical performance of the corresponding Investment Portfolios for the periods commencing from the date on which the particular Investment Portfolio was made available through the Separate Account. In addition, the performance for the Investment Portfolios may be shown for the period commencing from the inception date of the Investment Portfolios. These figures should not be interpreted to reflect actual historical performance of the Separate Account. We may, from time to time, include in our advertising and sales materials performance information for funds or investment accounts related to the Investment Portfolios and/or their investment advisers or subadvisers. Such related performance information also may reflect the deduction of certain contract charges. We may also include in our advertising and sales materials tax deferred compounding charts and other hypothetical illustrations, which may include comparisons of currently taxable and tax deferred investment programs, based on selected tax brackets. We may advertise the living benefit and death benefit riders using illustrations showing how the benefit works with historical performance of specific Investment Portfolios or with a hypothetical rate of return (which rate will not exceed 12%) or a combination of historical and hypothetical returns. These illustrations will reflect the deduction of all applicable charges including the portfolio expenses of the underlying Investment Portfolios. You should know that for any performance we illustrate, future performance will vary and results shown are not necessarily representative of future results. 9. DEATH BENEFIT UPON YOUR DEATH If you die during the Accumulation Phase, we will pay a death benefit to your Beneficiary (or Beneficiaries). The Principal Protection is the standard death benefit for your contract. At the time you purchase the contract, depending on availability in your state, you can select the optional Annual Step-Up Death Benefit rider or the EDB Max V rider. At the time you purchase the contract, depending on availability in your state, you can select the GLWB Death Benefit if you have selected the optional Guaranteed Lifetime Withdrawal Benefit (GLWB) living benefit rider (see "Living Benefits - Guaranteed Lifetime Withdrawal Benefit"). You can also select the Additional Death Benefit - Earnings Preservation Benefit, either individually or with the Annual Step-Up Death Benefit rider. If you are age 79 or younger at the effective date of your contract, you may select the Annual Step-Up Death Benefit rider or the Earnings Preservation Benefit. If you are age 72 or younger at the effective date of your contract, you may select the EDB Max V rider. The EDB Max V rider is currently available for purchase in all states. The EDB Max IV, EDB Max III, EDB Max II, Enhanced Death Benefit III, Enhanced Death Benefit II, and Compounded-Plus Death Benefit riders are not available for purchase. The EDB Max V rider may only be elected if you have elected the GMIB Max V rider. The EDB Max IV rider could only be elected if you elected the GMIB Max IV rider. The EDB Max III rider could only be elected if you elected the GMIB Max III rider. The EDB Max II rider could only be elected if you elected the GMIB Max II rider. The Enhanced Death Benefit III rider could only be elected if you elected the GMIB Plus IV rider. The Enhanced Death Benefit II rider could only be elected if you elected the GMIB Plus III rider. The Earnings Preservation Benefit may not be elected with the GLWB Death Benefit or an Enhanced Death Benefit rider (EDB Max V, EDB Max IV, EDB Max III, EDB Max II, Enhanced Death Benefit III, Enhanced Death Benefit II). The Earnings Preservation Benefit rider could be elected with the Compounded-Plus 79 Death Benefit rider. You may only select the GLWB Death Benefit if you have also selected the optional GLWB rider. The death benefits are described below. There may be versions of each rider that vary by issue date and state availability. In addition, a version of a rider may become available (or unavailable) in different states at different times. Please check with your registered representative regarding which version(s) are available in your state. If you have already been issued a contract, please check your contract and riders for the specific provisions applicable to you. The death benefit is determined as of the end of the Business Day on which we receive both due proof of death and an election for the payment method. Until the Beneficiary (or the first Beneficiary if there are multiple Beneficiaries) submits the necessary documentation in Good Order, the Account Value attributable to his/her portion of the death benefit remains in the Investment Portfolios and is subject to investment risk. Where there are multiple Beneficiaries, any guaranteed death benefit will only be determined as of the time the first Beneficiary submits the necessary documentation in Good Order. If the guaranteed death benefit payable is an amount that exceeds the Account Value on the day it is determined, we will apply to the contract's Account Value an amount equal to the difference between the death benefit payable and the Account Value, in accordance with the current allocation of the Account Value. The remaining death benefit amounts are held in the Investment Portfolios until each of the other Beneficiaries submits the necessary documentation in Good Order to claim his/her death benefit and are subject to investment risk until we receive his/her necessary documentation. If you have a Joint Owner, the death benefit will be paid when the first Owner dies. Upon the death of either Owner, the surviving Joint Owner will be the primary Beneficiary. Any other Beneficiary designation will be treated as a contingent Beneficiary, unless instructed otherwise. If a non-natural person owns the contract, the Annuitant will be deemed to be the Owner in determining the death benefit. If there are Joint Owners, the age of the older Owner will be used to determine the death benefit amount. If we are presented with notification of your death before any requested transaction is completed (including transactions under a dollar cost averaging program, the Automatic Rebalancing Program, the Systematic Withdrawal Program, or the Automated Required Minimum Distribution Program), we will cancel the request. As described above, the death benefit will be determined when we receive both due proof of death and an election for the payment method. ENHANCED DEATH BENEFIT 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 not purchase an Enhanced Death Benefit rider. STANDARD DEATH BENEFIT - PRINCIPAL PROTECTION The death benefit will be the greater of: (1) the Account Value; or (2) total Purchase Payments, reduced proportionately by the percentage reduction in Account Value attributable to each partial withdrawal (including any applicable withdrawal charge). If the Owner is a natural person and the Owner is changed to someone other than a spouse, the death benefit amount will be determined as defined above; however, subsection (2) will be changed to provide as follows: "the Account Value as of the effective date of the change of Owner, increased by Purchase Payments received after the date of the change of Owner, reduced proportionately by the percentage reduction in Account Value attributable to each partial withdrawal (including any applicable withdrawal charge) made after such date." In the event that a Beneficiary who is the spouse of the Owner elects to continue the contract in his or her name after the Owner dies, the death benefit amount under the Principal Protection death benefit will be determined in accordance with (1) or (2) above. (See Appendix H for examples of the Principal Protection death benefit rider.) OPTIONAL DEATH BENEFIT - ANNUAL STEP-UP You may select the Annual Step-Up death benefit rider if you are age 79 or younger at the effective date of your contract. If you select the Annual Step-Up death benefit rider, the death benefit will be the greatest of: (1) the Account Value; or (2) total Purchase Payments, reduced proportionately by 80 We may also offer a payment option, for both Non-Qualified Contracts and certain Qualified Contracts, under which your Beneficiary may receive payments, over a period not extending beyond his or her life expectancy, under a method of distribution similar to the distribution of required minimum distributions from Individual Retirement Accounts. If this option is elected, we will issue a new contract to your Beneficiary in order to facilitate the distribution of payments. Your Beneficiary may choose any optional death benefit available under the new contract. Upon the death of your Beneficiary, the death benefit would be required to be distributed to your Beneficiary's Beneficiary at least as rapidly as under the method of distribution in effect at the time of your Beneficiary's death. (See "Federal Income Tax Status.") To the extent permitted under the tax law, and in accordance with our procedures, your designated Beneficiary is permitted under our procedures to make additional Purchase Payments consisting of monies which are direct transfers (as permitted under tax law) from other Qualified Contracts or Non-Qualified Contracts, depending on which type of contract you own, held in the name of the decedent. Any such additional Purchase Payments would be subject to applicable withdrawal charges. Your Beneficiary is also permitted to choose some of the optional benefits available under the contract, but certain contract provisions or programs may not be available. If a lump sum payment is elected and all the necessary requirements are met, the payment will be made within 7 days. Payment to the Beneficiary under an Annuity Option may only be elected during the 60 day period beginning with the date we receive due proof of death. If the Owner or a Joint Owner, who is not the Annuitant, dies during the Income Phase, any remaining payments under the Annuity Option elected will continue at least as rapidly as under the method of distribution in effect at the time of the Owner's death. Upon the death of the Owner or a Joint Owner during the Income Phase, the Beneficiary becomes the Owner. SPOUSAL CONTINUATION If the primary Beneficiary is the spouse of the Owner, upon the Owner's death, the Beneficiary may elect to continue the contract in his or her own name. Upon such election, the Account Value will be adjusted upward (but not downward) to an amount equal to the death benefit amount determined upon such election and receipt of due proof of death of the Owner. Any excess of the death benefit amount over the Account Value will be allocated to each applicable Investment Portfolio and/or the Fixed Account in the ratio that the Account Value in the Investment Portfolio and/or the Fixed Account bears to the total Account Value. The terms and conditions of the contract that applied prior to the Owner's death will continue to apply, including the ability to make Purchase Payments, with certain exceptions described in the contract. For purposes of the death benefit on the continued contract, the death benefit is calculated in the same manner as it was prior to continuation except that all values used to calculate the death benefit, which may include a highest anniversary value and/or an annual increase amount (depending on whether you elected an optional death benefit), are reset on the date the spouse continues the contract. If the contract includes both a GMIB rider and an Enhanced Death Benefit rider, the Annual Increase Amount for the GMIB rider is also reset on the date the spouse continues the contract. Spousal continuation will not satisfy minimum required distribution rules for Qualified Contracts other than IRAs (see "Federal Income Tax Status"). Any Internal Revenue Code reference to "spouse" includes those persons who are married spouses under state law, regardless of sex. DEATH OF THE ANNUITANT If the Annuitant, not an Owner or Joint Owner, dies during the Accumulation Phase, you automatically become the Annuitant. You can select a new Annuitant if you do not want to be the Annuitant (subject to our then current underwriting standards). However, if the Owner is a non- natural person (for example, a trust), then the death of the primary Annuitant will be treated as the death of the Owner, and a new Annuitant may not be named. Upon the death of the Annuitant after Annuity Payments begin, the death benefit, if any, will be as provided for in the Annuity Option selected. Death benefits will be paid at least as rapidly as under the method of distribution in effect at the Annuitant's death. CONTROLLED PAYOUT You may elect to have the death benefit proceeds paid to your Beneficiary in the form of Annuity Payments for life or over a period of time that does not exceed your Beneficiary's life expectancy. This election must be in 91 o change the Beneficiary. o change the Annuitant before the Annuity Date (subject to our underwriting and administrative rules). o assign the contract (subject to limitation). o change the payment option. o exercise all other rights, benefits, options and privileges allowed by the contract or us. The Owner is as designated at the time the contract is issued, unless changed. Any change of Owner is subject to our underwriting rules in effect at the time of the request. JOINT OWNER. The contract can be owned by JOINT OWNERS, limited to two natural persons. Upon the death of either Owner, the surviving Owner will be the primary Beneficiary. Any other Beneficiary designation will be treated as a contingent Beneficiary unless otherwise indicated. BENEFICIARY. The BENEFICIARY is the person(s) or entity you name to receive any death benefit. The Beneficiary is named at the time the contract is issued unless changed at a later date. Unless an irrevocable Beneficiary has been named, you can change the Beneficiary at any time before you die. If Joint Owners are named, unless you tell us otherwise, the surviving Joint Owner will be the primary Beneficiary. Any other Beneficiary designation will be treated as a contingent Beneficiary (unless you tell us otherwise). ABANDONED PROPERTY REQUIREMENTS. Every state has unclaimed property laws which generally declare non-ERISA annuity contracts to be abandoned after a period of inactivity of three to five years from the contract's maturity date (the latest day on which annuity payments may begin under the contract) or the date the death benefit is due and payable. For example, if the payment of a death benefit has been triggered, but, if after a thorough search, we are still unable to locate the Beneficiary of the death benefit, or the Beneficiary does not come forward to claim the death benefit in a timely manner, the death benefit will be paid to the abandoned property division or unclaimed property office of the state in which the Beneficiary or the Owner last resided, as shown on our books and records, or to our state of domicile. (Escheatment is the formal, legal name for this process.) However, the state is obligated to pay the death benefit (without interest) if your Beneficiary steps forward to claim it with the proper documentation. To prevent your contract's proceeds from being paid to the state's abandoned or unclaimed property office, it is important that you update your Beneficiary designations, including addresses, if and as they change. Please call (800) 343-8496 to make such changes. ANNUITANT. The ANNUITANT is the natural person(s) on whose life we base Annuity Payments. You can change the Annuitant at any time prior to the Annuity Date, unless an Owner is not a natural person. Any reference to Annuitant includes any joint Annuitant under an Annuity Option. The Owner and the Annuitant do not have to be the same person except as required under certain sections of the Internal Revenue Code or under a GMIB rider (see "Living Benefits - Guaranteed Minimum Income Benefit (GMIB)"). ASSIGNMENT. You can assign a Non-Qualified Contract at any time during your lifetime. We will not be bound by the assignment until the written notice of the assignment is recorded by us. We will not be liable for any payment or other action we take in accordance with the contract before we record the assignment. AN ASSIGNMENT MAY BE A TAXABLE EVENT. If the contract is issued pursuant to a qualified plan, there may be limitations on your ability to assign the contract. LEGAL PROCEEDINGS In the ordinary course of business, MetLife USA, similar to other life insurance companies, is involved in lawsuits (including class action lawsuits), arbitrations and other legal proceedings. Also, from time to time, state and federal regulators or other officials conduct formal and informal examinations or undertake other actions dealing with various aspects of the financial services and insurance industries. In some legal proceedings involving insurers, substantial damages have been sought and/or material settlement payments have been made. It is not possible to predict with certainty the ultimate outcome of any pending legal proceeding or regulatory action. However, MetLife USA does not believe any such action or proceeding will have a material adverse effect upon the Separate Account or upon the ability of MetLife Investors Distribution Company to perform its contract with the Separate Account or of MetLife USA to meet its obligations under the contracts. FINANCIAL STATEMENTS Our financial statements and the financial statements of the Separate Account have been included in the SAI. 107 APPENDIX A CONDENSED FINANCIAL INFORMATION The following charts list the Condensed Financial Information (the Accumulation Unit value information for the Accumulation Units outstanding) for contracts issued as of December 31, 2013. See "Purchase - Accumulation Units" in the prospectus for information on how Accumulation Unit values are calculated. Chart 1 presents Accumulation Unit values for the lowest possible combination of Separate Account product charges and death benefit rider charges, and Chart 2 presents Accumulation Unit values for the highest possible combination of such charges. Charges for the optional Enhanced Death Benefits, Guaranteed Minimum Income Benefits, Guaranteed Withdrawal Benefit, Guaranteed Lifetime Withdrawal Benefit and GLWB Death Benefit are assessed by canceling Accumulation Units and, therefore, these charges are not reflected in the Accumulation Unit Value. The Statement of Additional Information (SAI) contains the Accumulation Unit values for all other possible combinations of Separate Account product charges and death benefit rider charges. (See Page 2 for how to obtain a copy of the SAI.) CHART 1
1.30% SEPARATE ACCOUNT PRODUCT CHARGES NUMBER OF ACCUMULATION ACCUMULATION ACCUMULATION UNIT VALUE AT UNIT VALUE AT UNITS BEGINNING OF END OF OUTSTANDING AT PERIOD PERIOD END OF PERIOD --------------- --------------- -------------------- MET INVESTORS SERIES TRUST ALLIANCEBERNSTEIN GLOBAL DYNAMIC ALLOCATION SUB-ACCOUNT (CLASS B) 10/07/2011 to 12/31/2011 9.435354 9.742614 87,472,237.4879 01/01/2012 to 12/31/2012 9.742614 10.585963 152,978,381.8960 01/01/2013 to 12/31/2013 10.585963 11.613923 169,731,736.2495 ============ ==== ========== ========= ========= ================ AMERICAN FUNDS (Reg. TM) BALANCED ALLOCATION SUB-ACCOUNT (CLASS C) 10/07/2011 to 12/31/2011 9.182069 9.580447 88,414,204.6982 01/01/2012 to 12/31/2012 9.580447 10.735389 85,232,171.0952 01/01/2013 to 12/31/2013 10.735389 12.560555 81,824,939.1748 ============ ==== ========== ========= ========= ================ AMERICAN FUNDS (Reg. TM) GROWTH ALLOCATION SUB-ACCOUNT (CLASS C) 10/07/2011 to 12/31/2011 8.417697 8.870103 33,789,739.8558 01/01/2012 to 12/31/2012 8.870103 10.169637 32,240,225.3491 01/01/2013 to 12/31/2013 10.169637 12.558744 31,724,135.7482 ============ ==== ========== ========= ========= ================ AMERICAN FUNDS (Reg. TM) GROWTH SUB-ACCOUNT (CLASS C) 10/07/2011 to 12/31/2011 8.195941 8.690929 17,807,338.5059 01/01/2012 to 12/31/2012 8.690929 10.071748 16,242,611.5614 01/01/2013 to 12/31/2013 10.071748 12.902859 14,509,677.2773 ============ ==== ========== ========= ========= ================ AMERICAN FUNDS (Reg. TM) MODERATE ALLOCATION SUB-ACCOUNT (CLASS C) 10/07/2011 to 12/31/2011 9.700617 10.050728 49,359,885.5178 01/01/2012 to 12/31/2012 10.050728 10.995520 47,394,261.0616 01/01/2013 to 12/31/2013 10.995520 12.320964 44,429,541.9266 ============ ==== ========== ========= ========= ================
A-1 C. GWB - Excess Withdrawals - Single Withdrawal vs. Multiple Withdrawals --- ------------------ ------------------------------------------ Assume you make an initial Purchase Payment of $100,000. Your initial Account Value would be $100,000, your initial Total Guaranteed Withdrawal Amount would be $100,000, and your initial Remaining Guaranteed Withdrawal Amount is $100,000. Also assume the GWB Withdrawal Rate is 5%, making your Annual Benefit Payment $5,000 ($100,000 x 5%). Assume due to poor market performance your Account Value is reduced to $80,000 and you decide to make a $10,000 withdrawal, which reduces your Account Value to $70,000 ($80,000 - $10,000). Since your $10,000 withdrawal exceeds your Annual Benefit Payment of $5,000, your Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount will be reduced in the same proportion that the withdrawal reduced the Account Value. The reduction is equal to the withdrawal amount ($10,000) divided by the Account Value before such withdrawal ($80,000), which equals 12.5%. The Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount would be reduced to $87,500 ($100,000 reduced by 12.5%). In addition, after such withdrawal, the Annual Benefit Payment would be reset equal to $4,375 (5% x $87,500). Assume instead that you withdrew $10,000 in two separate withdrawals (on different days) of $4,000 and $6,000. Your first withdrawal of $4,000 reduces your Account Value to $76,000 ($80,000 - $4,000). Since your first withdrawal of $4,000 does not exceed your Annual Benefit Payment of $5,000, your Total Guaranteed Withdrawal Amount is not reduced, and the Remaining Guaranteed Withdrawal Amount is reduced by such withdrawal to $96,000. Your second withdrawal (on a subsequent day) of $6,000 reduces your Account Value to $70,000 ($76,000 - $6,000). Since your second withdrawal causes your cumulative withdrawals ($4,000 + $6,000 = $10,000) for the current Contract Year to exceed the Annual Benefit Payment of $5,000, your Total Guaranteed Withdrawal Amount and Remaining Guaranteed Withdrawal Amount will be reduced in the same proportion that the second withdrawal reduced the Account Value. The reduction is equal to the entire amount of the second withdrawal ($6,000) divided by the Account Value before such withdrawal ($76,000), which equals 7.9%. The Total Guaranteed Withdrawal Amount would be reduced to $92,100 ($100,000 reduced by 7.9%), and the Remaining Guaranteed Withdrawal Amount would be reduced to $88,416 ($96,000 reduced by 7.9%). In addition, after the second withdrawal, the Annual Benefit Payment would be reset equal to $4,605 (5% x $92,100). D. 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 E-3