N-4

       As filed with the Securities and Exchange Commission on July 25, 2014


                                                               File Nos. 333-

                                                                       811-21262


                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                    FORM N-4


            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          [X]

                          Pre-Effective Amendment No.
                                                                              []






                        Post-Effective Amendment No.                          []




                                      and

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       []


                               Amendment No. 168                             [X]


                        (Check Appropriate Box or Boxes)


          METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES

                           (Exact Name of Registrant)


                    MetLife Insurance Company of Connecticut

                     1300 Hall Blvd., Bloomfield, CT 06002

        (Address of Depositor's Principal Executive Offices) (Zip Code)


                    (Name and Address of Agent for Service)


                              Eric T. Steigerwalt

                                   President

                    MetLife Insurance Company of Connecticut

              11225 North Community  House Road, Charlotte, NC 28277




                                   COPIES TO:


                                W. Thomas Conner

                                 Reed Smith LLP

                              1301 K Street, N.W.

                             Suite 1100-East Tower

                           Washington, D.C. 20005-3373


                 (Approximate Date of Proposed Public Offering)

As soon as possible after the effective date of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a) shall
determine.

Title of Securities Registered: Modified Single Premium Deferred Variable
Annuity Contracts



THE VARIABLE ANNUITY CONTRACT

ISSUED BY

[METLIFE INSURANCE COMPANY OF CONNECTICUT]

AND

METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES

METLIFE ACCUMULATION ANNUITY

NOVEMBER   , 2014

This prospectus describes the modified single premium deferred variable annuity
contract offered by [MetLife Insurance Company of Connecticut] (MetLife or we
or us). The contract is offered for individuals and some tax-qualified and
non-qualified retirement plans. The contract includes a guaranteed minimum
accumulation benefit feature called the Preservation and Growth Rider (PGR)
that, unless terminated, guarantees at a future date your Account Value will
not be less than your Purchase Payment (adjusted for withdrawals). THIS FEATURE
DOES NOT ESTABLISH OR GUARANTEE ANY MINIMUM RETURN FOR ANY INVESTMENT OPTION
AND THE PGR AMOUNT CANNOT BE TAKEN AS A LUMP SUM.

The annuity contract has a single investment choice. We may add additional
Investment Options in the future. Your Account Value also may be allocated to
the Fidelity(R) VIP Money Market Portfolio (the "MONEY MARKET PORTFOLIO") under
certain circumstances, as described in "Purchase--Free Look". Please see page
      for more information.

FIDELITY(R) VARIABLE INSURANCE PRODUCTS
(INVESTOR CLASS):
FIDELITY(R) VIP FUNDSMANAGER(R) 60% PORTFOLIO

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

To learn more about the MetLife Variable Annuity contract, you can obtain a
copy of the Statement of Additional Information (SAI) dated November   , 2014.
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 38 of this prospectus. For a
free copy of the SAI, or for further information, call us at (866) 414-3259, or
write the Annuity Service Office, P.O. Box 10366, Des Moines, IA 50306-0366.

THE CONTRACTS:

ARE NOT BANK DEPOSITS
ARE NOT FDIC INSURED
ARE NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
ARE NOT GUARANTEED BY ANY BANK OR CREDIT UNION
MAY BE SUBJECT TO LOSS OF PRINCIPAL

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

NOVEMBER   , 2014



TABLE OF CONTENTS

                                   
INDEX OF SPECIAL TERMS..................  3
HIGHLIGHTS..............................  4
FEE TABLES AND EXAMPLES.................  6
    Investment Option Expenses..........  8
    Examples............................  9
    Condensed Financial Information.....  9
1.  THE ANNUITY CONTRACT................ 10
2.  PURCHASE............................ 11
    Purchase Payments................... 11
    Allocation of Purchase Payments..... 11
    Free Look........................... 11
    Accumulation Units.................. 12
    Replacement of contracts............ 13
3.  INVESTMENT OPTIONS.................. 14
    Money Market Portfolio.............. 15
    Voting Rights....................... 15
    Substitution of Investment Options.. 15
4.  EXPENSES............................ 16
    Premium and Other Taxes............. 18
    Income Taxes........................ 18
    Investment Option Expenses.......... 18
5.  ANNUITY PAYMENTS (THE INCOME
     PHASE)............................. 19
    Annuity Date........................ 19
    Additional Information.............. 20
6.  ACCESS TO YOUR MONEY................ 21
    Systematic Withdrawal Program....... 22
    Suspension of Payments or Exchanges. 22
7.  LIVING BENEFIT...................... 23


                                                 
 8.  PERFORMANCE...................................... 25
 9.  DEATH BENEFIT DURING THE
      ACCUMULATION PHASE.............................. 26
     Death Benefit.................................... 26
     General Death Benefit Provisions................. 26
     Spousal Continuation............................. 27
10.  FEDERAL INCOME TAX STATUS........................ 29
11.  OTHER INFORMATION................................ 35
     Distributor...................................... 35
     Selling Firms.................................... 36
     Compensation Paid to Selling Firm................ 36
     Additional Compensation.......................... 36
     Requests and Elections........................... 36
     Confirming Transactions.......................... 37
     Ownership........................................ 37
     Legal Proceedings................................ 38
     Financial Statements............................. 38
     Table of Contents of the Statement of Additional
      Information..................................... 38



                                      2



INDEX OF SPECIAL TERMS

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

                     

                          Account Value             12

                          Accumulation Period       10

                          Accumulation Unit         12

                          Annuitant                 38

                          Annuity Date              19

                          Annuity Option            19

                          Annuity Payments          19

                          Annuity Period            10

                          Annuity Service Office     5

                          Beneficiary               38

                          Business Day              11

                          Contract Anniversary       4

                          Contract Date           4,11

                          Contract Year              4

                          Good Order                37

                          Investment Option         14

                          Maturity Date             19

                          Maximum PGR Fee Rate    6,16

                          Money Market Portfolio     1

                          Owner                     37

                          PGR Amount                23

                          PGR End Date              23

                          PGR Fee Rate              16

                          PGR Payment               24

                          Purchase Payment          11

                          Separate Account          35

                          

                                      3



HIGHLIGHTS

The variable annuity contract that we are offering is a contract between you,
the Owner, and us, the insurance company, where you agree to make one Purchase
Payment to us and we agree to make a series of Annuity Payments at a later
date. Your Account Value will be invested on a tax-deferred basis in the
Fidelity VIP FundsManager(R) 60% Portfolio. The contract is intended for
retirement savings or other long-term investment purposes. The contract
includes a guaranteed minimum accumulation benefit feature called the
Preservation and Growth Rider (PGR) that guarantees at the PGR End Date your
Account Value will not be less than your Purchase Payment (adjusted for
withdrawals), provided that the specified conditions are met. (See "Living
Benefit--Preservation and Growth Rider.")

We are obligated to pay all money we owe under the contracts, including death
benefits, Annuity Payments, and any amount due under the PGR. Any such amount
that exceeds the assets in the Separate Account is paid from our general
account, subject to our financial strength and claims-paying ability and our
long-term ability to make such payments, and is not guaranteed by any other
party. (See "Other Information--The Separate Account").

The contract, like all deferred annuity contracts, has two phases: the
Accumulation Period and the Annuity Period. During the Accumulation Period,
earnings accumulate on a tax-deferred basis and are taxed as income when you
make a withdrawal. If you make a withdrawal during the first seven Contract
Years, we may assess a 2% withdrawal charge. (A CONTRACT YEAR is defined as a
one-year period starting on the CONTRACT DATE, which is the date the contract
is issued, and on each CONTRACT ANNIVERSARY thereafter.) The Annuity Period
occurs when you begin receiving regular Annuity Payments from your contract.

If you choose to annuitize the contract, your Annuity Payments will be made on
a fixed basis. The amount of each payment will not change during the Annuity
Period.

TAX DEFERRAL AND QUALIFIED PLANS. The contracts are offered for individuals on
a tax-qualified and non-qualified basis. 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.")

STATE VARIATIONS. Contracts issued in your state may provide different features
and benefits from, and impose different costs than, those described in this
prospectus because of state law variations. These differences include, among
other things, free look rights, age issuance limitations, transfer rights and
limitations, the right to reject Purchase Payments, the right to assess
transfer fees, and requirements for unisex annuity rates. This prospectus
describes all the material features of the contract. If you would like to
review a copy of the contract and any endorsements, contact our Annuity Service
Office.

FREE LOOK. You may cancel the contract by returning it with a written
cancellation request within 10 days after receiving it (or whatever period is
required in your state). If you mail your cancellation request, the request
must be postmarked by the appropriate day; if you deliver your cancellation
request by hand, it must be received by us by the appropriate day. Unless
otherwise required by state law, you will receive whatever your contract is
worth on the day that we receive your cancellation request and we will not
deduct a withdrawal charge. The amount you receive may be more or less than
your Purchase Payment depending upon the performance of the Investment
Portfolios. You bear the risk of any decline in Account Value. We will return
your Purchase Payment if required by law. A special option is available for
California purchasers age 60 or older (see "Purchase--Free Look" for more
information).

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

NON-NATURAL PERSONS AS OWNERS. If the Owner of a non-qualified annuity contract
is not a natural person (e.g., certain trusts), gains under the contract are
generally not eligible for tax deferral. The Owner of this contract can be a
natural person, a trust established for the exclusive benefit of a natural
person, a charitable remainder trust or other trust arrangement (if approved by
us). A contract generally may have two Owners (both of whom must be
individuals). Subject to state approval, certain retirement plans qualified
under the Internal Revenue Code may purchase the contract. If a non-natural
person is the Owner of a non-qualified contract, the distribution on death
rules under the Internal Revenue Code may require payment to begin earlier than
expected and may impact the PGR and the death benefit.

                                      4



NON-NATURAL PERSONS AS BENEFICIARIES. Naming a non-natural person, such as a
trust or estate, as a Beneficiary under the contract will generally eliminate a
spousal Beneficiary's ability to continue the contract and the PGR.

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

Annuity Service Office
PO Box 10366
Des Moines, IA 50306-0366
(866) 414-3259

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

Contact us at [WWW.METLIFEINVESTORS.COM] for more information and to enroll.

                                      5



FEE TABLES AND EXAMPLES

The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the contract. The first table describes the
fees and expenses that you will pay at the time that you buy the contract,
surrender the contract, or, if additional Investment Options are added in the
future, transfer Account Value between Investment Options. State premium taxes
of 0% to 3.5% may also be deducted.

Owner Transaction Expenses Table
                                              
              Withdrawal Charge (Note 1)
              (as a percentage of Purchase Payment withdrawn)   2%

              Transfer Fee (Note 2)                            $25
              (First 12 per year)                              $ 0

              

Note 1. If an amount withdrawn during the first seven Contract Years is
determined to include the withdrawal of any portion of the Purchase Payment, a
withdrawal charge may be assessed. Withdrawal charges are calculated in
accordance with the following. (See "Expenses--Withdrawal Charge.")



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


Note 2. Currently, the contract offers only one Investment Option. In the
future, we may make additional Investment Options available. There is no charge
for the first 12 transfers in a Contract Year; thereafter the fee is $25 per
transfer. MetLife is currently waiving the transfer fee, but reserves the right
to charge the fee in the future.

The next table describes the fees and expenses that you will pay periodically
during the time that you own the contract, not including Investment Option fees
and expenses.

Separate Account Annual Expenses (as a percentage of average Account Value in
the Separate Account)(Note 3)
                                                                              

Annual Mortality and Expense Charge                                              0.70%
      Maximum Preservation and Growth Rider (PGR) Fee Rate (Note 4)              1.80%
                                                                                 ----
      Maximum Total Separate Account Annual Expenses Including PGR Charge        2.50%



Note 3. Separate Account Annual Expenses are not assessed during the Annuity
Period of the contract.
Note 4. The PGR Fee Rate applied to your contract during any Contract Year will
be less than or equal to the Maximum PGR Fee Rate. Your initial PGR Fee Rate is
determined at the time the contract is issued and is stated in your contract.
The Maximum PGR Fee Rate will not increase. If you elect an Optional Step Up,
your PGR Fee Rate may increase to any rate less than or equal to the Maximum
PGR Fee Rate. (See "Living Benefit--Preservation and Growth Rider--Optional
Step Up" and "Expenses--Separate Account Annual Expenses--Preservation and
Growth Rider Fee Rate.")

                                      6



The next table shows the maximum total operating expenses charged by Investment
Options which you may pay periodically during the time you own the contract. An
Investment Option may impose a redemption fee in the future. More detail
concerning each Investment Option's fees and expenses is contained in the
prospectus for that Investment Option and in the following tables.



                                                            Minimum (1) Maximum (2)
                                                            ----------- -----------
                                                                  
Total Annual Portfolio Expenses                                0.28%       0.88%
(expenses that are deducted from Investment Option assets,
including management fees, 12b-1/service fees, and other
expenses)


Note 1. Except as described in "Purchase--Free Look" you may not choose to
allocate Purchase Payment or exchange Contract Value to the Fidelity VIP Money
Market Portfolio.
Note 2. The total annual portfolio expenses of the Fidelity VIP FundsManager(R)
60% Portfolio include the fees and expenses of the underlying portfolios
(Acquired Fund Fees and Expenses).

For information concerning compensation paid for the sale of the contracts, see
"Other Information--Distributor."

                                      7



INVESTMENT OPTION EXPENSES
(as a percentage of the average daily net assets of an Investment Option)

The following table is a summary. For more complete information on Investment
Option fees and expenses, please refer to the prospectus for the Investment
Option. Acquired Fund Fees and Expenses are expenses incurred indirectly as a
result of investing in shares of one or more underlying portfolios.



                                                       Acquired     Total    Contractual Net Total
                                      12b-1/          Fund Fees    Annual     Fee Waiver    Annual
                          Management Service    Other       and Operating and/or Expense Operating
                                Fees    Fees Expenses  Expenses  Expenses  Reimbursement  Expenses
                                                                    
FIDELITY VARIABLE
  INSURANCE PRODUCTS
   Fidelity VIP
   FundsManager(R)
   60% Portfolio             0.25%    0.00%    0.00%    0.63%     0.88%       0.05%        0.83%
   Fidelity VIP Money
   Market Portfolio*         0.17%    0.00%    0.11%    0.00%     0.28%          --        0.28%


* You may not choose to allocate the Purchase Payment or transfer Account Value
to the Fidelity VIP Money Market Portfolio except as described in
"Purchase--Free Look--California Free Look Requirements for Purchasers Age 60
and Over."

Notes:

The information shown in the table above was provided by the Investment Options
and we have not independently verified that information. Net Total Annual
Operating Expenses shown in the table reflect any current fee waiver or expense
reimbursement arrangement that will remain in effect for a period of at least
one year from the date of the Investment Option's 2014 prospectus. Fee waiver
and expense reimbursement arrangements with a duration of less than one year,
or arrangements that may be terminated without the consent of the Investment
Option's board of directors or trustees, are not shown.

The Fidelity VIP FundsManager(R) 60% Portfolio is a "fund of funds." A fund of
funds invests substantially all of its assets in other underlying funds.
Because this Investment Option invests in other funds, it will bear its pro
rata portion of the operating expenses of those underlying funds, including the
management fee.

                                      8



EXAMPLES

These Examples are intended to help you compare the cost of investing in the
contract with the cost of investing in other variable annuity contracts. These
costs include contract Owner transaction expenses, Separate Account Annual
Expenses, and Investment Option fees and expenses.

The Examples assume that you invest $10,000 in the contract for the time
periods indicated. The Examples also assume that your investment has a 5%
return each year, the Maximum PGR Rate of 1.80% applies during all Contract
Years and Total Annual Portfolio Expenses (including Acquired Fund Fees and
Expenses) of 0.88% for the Fidelity VIP FundsManager(R) 60% Portfolio. An
example based on the Money Market Portfolio fees and expenses is not presented,
because you generally may not allocate Purchase Payment or Account Value to the
Money Market Portfolio (see "Purchase--Free Look" for more information).
Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:

(1) If you surrender your contract at the end of the applicable time period:



---------------------------------------------------------------------------------------------------------------
                                               TIME PERIODS
---------------------------------------------------------------------------------------------------------------
         1 YEAR                      3 YEARS                     5 YEARS                    10 YEARS
---------------------------------------------------------------------------------------------------------------
                                                                           
            $                           $                           $                           $
---------------------------------------------------------------------------------------------------------------


(2) If you do not surrender your contract or if you annuitize at the end of the
applicable time period:



---------------------------------------------------------------------------------------------------------------
                                               TIME PERIODS
---------------------------------------------------------------------------------------------------------------
         1 YEAR                      3 YEARS                     5 YEARS                    10 YEARS
---------------------------------------------------------------------------------------------------------------
                                                                           
            $                           $                           $                           $
---------------------------------------------------------------------------------------------------------------


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

CONDENSED FINANCIAL INFORMATION

Condensed financial information (Accumulation Unit value information) is not
available because the contract was not offered for sale prior to November   ,
2014, and therefore there are no Accumulation Units outstanding as of the date
of this prospectus.

                                      9



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 the Annuity Date, a designated date that you
select (but not later than the Maturity Date stated in your contract--see
"Annuity Payments (The Annuity Period)"). Until you begin receiving Annuity
Payments, your annuity is in the ACCUMULATION PERIOD. Once you begin receiving
Annuity Payments, your contract switches to the ANNUITY PERIOD.

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, depending upon market
conditions, you can make or lose money in the Investment Option offered, the
Fidelity VIP FundsManager(R) 60% Portfolio. The amount of money you are able to
accumulate in your contract during the Accumulation Period depends upon the
investment performance of the Investment Option. You bear the full investment
risk for all amounts allocated to the Separate Account.

Fixed Annuity Payments are made from our general account assets. 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.

The amount of the Annuity Payments you receive during the Annuity Period from a
fixed Annuity Payment option of the contract generally will remain level for
the entire Annuity Period. (Please see "Annuity Payments (The Annuity Period)"
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 the PGR, see "Living
Benefit--Preservation and Growth Rider--Terminating the PGR"). 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. Any Internal Revenue Code
reference to "spouses" includes those persons who are married spouses under
state law, regardless of sex.

                                      10



2. PURCHASE

PURCHASE PAYMENTS

A PURCHASE PAYMENT is the money you give us to invest in the contract. The
Purchase Payment is due on the date the contract is issued. You may not make
additional Purchase Payments.

The minimum Purchase Payment we will accept is $25,000.

Generally, you may purchase a tax-qualified contract only with money
transferred from a plan qualified under section 401(a) of the Internal Revenue
Code, a 403(b) mutual fund account or a 403(b) tax sheltered annuity, a
governmental 457(b) plan or an IRA. You may purchase a non-qualified contract
with money from any source.

If you want to make a Purchase Payment of more than $1 million, you will need
our prior approval.

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

We also reserve the right to reject a Purchase Payment made with cash-like
instruments including, but not limited to money orders, cashier's checks, bank
drafts, and traveler's checks.

We reserve the right to reject any application or Purchase Payment. If you are
exchanging more than one annuity contract or life insurance policy for this
contract, or if your Purchase Payment will be paid from different sources (e.g.
personal check and proceeds from a brokerage account), we will allow the
proceeds to be used as the Purchase Payment for this contract, provided they
are received within 90 days of the date the contract is issued. When you are
purchasing a contract by exchanging another annuity contract or life insurance
policy, or if your Purchase Payment will be paid from different sources, your
contract will be issued on the date we first receive proceeds from your
existing annuity contract or life insurance policy, or from any other source.
The date we issue your contract is the CONTRACT DATE.

We reserve the right to revoke the contract if proceeds from all of the
exchanged annuity contracts or life insurance policies or other different
sources do not equal $25,000 in aggregate. We also reserve the right to not
accept any proceeds received more than 90 days after the contract is issued. If
the contract is revoked, we will return the Account Value without the
application of any withdrawal charges.

ALLOCATION OF PURCHASE PAYMENTS

When you purchase a contract, we will allocate your Purchase Payment to the
Fidelity VIP FundsManager(R) 60% Portfolio (unless you are a California
purchaser age 60 or older and elect to allocate your Purchase Payment to the
Money Market Portfolio during the free look period, as described in "Free Look"
below).

Once we receive any portion of your Purchase Payment and the necessary
information, we will issue your contract and allocate the portion of your
Purchase Payment received within two (2) Business Days. Additional payments
identified in your application and received by us in the 90-day period after
the contract is issued are added to your Purchase Payment and allocated within
two Business Days of receipt. A BUSINESS DAY is each day that the New York
Stock Exchange is open for business. A Business Day closes at the close of
normal trading on the New York Stock Exchange, usually 4:00 p.m. Eastern Time.
If you do not give us all of the information we need, we will contact you to
get it before we make any allocation. If for some reason we are unable to
complete this process within five (5) Business Days, we will either send back
your money or get your permission to keep it until we get all of the necessary
information. (See "Other Information--Requests and Elections.").

FREE LOOK

The law of the state in which your contract is issued or delivered provides you
with the right to cancel the purchase of your contract for a limited period of
time. The period varies by state, but is never less than 10 days from the day
you receive your contract.

In some states the length of the Free Look Period may be different depending on
the source of funds, the age of the purchaser, or for some other reason.
Together with your contract, we will notify you of the date on which your Free
Look Period ends.

                                      11



If you have exchanged more than one annuity contract or life insurance policy
for the contract or are funding the Purchase Payment for the contract from
different sources, you should expect that the proceeds from the annuity
contracts, life insurance policies or other sources will be received by us on
different days. Your Free Look period will commence on the first day we receive
proceeds from any of the annuity contracts or life insurance policies you have
exchanged from, or from any other source. Any subsequent proceeds that are
received after the Contract Date will be invested according to your most recent
allocation instructions. The receipt of subsequent proceeds will not extend or
restart the Free Look period under the contract.

To cancel the purchase of your contract, return the contract to our Annuity
Service Office before the end of the Free Look period, together with a written
cancellation request. Depending on applicable law, we will promptly pay you
either your Account Value or your Purchase Payment. Where we are required by
state or federal law to return at least the amount of your Purchase Payment, we
will pay you the greater of your Account Value or your Purchase Payment.

CALIFORNIA FREE LOOK REQUIREMENTS FOR PURCHASERS AGE 60 AND OVER. If you are a
California purchaser aged 60 or older, you may allocate your Purchase Payment
to the Money Market Portfolio during the free look period. After the free look
period expires, your Account Value will automatically be transferred to the
Fidelity VIP FundsManager(R) 60% Portfolio. If you allocate your Purchase
Payment to the Money Market Portfolio and the contract is cancelled during the
free look period, we will give you back your Purchase Payment. If you do not
allocate your Purchase Payment to the Money Market Portfolio and the contract
is cancelled during the free look period, you will only be entitled to a refund
of the contract's Account Value, which may be less than the Purchase Payment.

ACCUMULATION UNITS

Your Account Value will go up or down depending upon the investment performance
of the Investment Options. In order to keep track of your Account Value, we use
a unit of measure we call an ACCUMULATION UNIT. (An Accumulation Unit works
like a share of a mutual fund.)

Every Business Day, as of the close of the New York Stock Exchange (generally
4:00 p.m. Eastern Time), we determine the value of an Accumulation Unit for the
Investment Option by multiplying the Accumulation Unit value for the
immediately preceding Business Day by a factor for the current Business Day.
The factor is determined by:

  (1) dividing the net asset value per share of the Investment Option at the
      end of the current Business Day, plus any dividend or capital gains per
      share declared on behalf of the Investment Option as of that day, by the
      net asset value per share of the Investment Option for the previous
      Business Day, and
  (2) multiplying it by one minus the daily equivalent of the Separate Account
      Annual Expenses for each day since the last Business Day and any charges
      for taxes.

The value of an Accumulation Unit may go up or down from day to day.

When we receive any portion of the Purchase Payment, we credit your contract
with Accumulation Units. The number of Accumulation Units credited is
determined by dividing the amount of the Purchase Payment allocated to the
Investment Option by the value of the Accumulation Unit for the Investment
Option.

A Purchase Payment is credited to a contract on the basis of the Accumulation
Unit value next determined after receipt. A Purchase Payment received before
the close of the New York Stock Exchange will be credited to your contract that
day, after the New York Stock Exchange closes. A Purchase Payment received
after the close of the New York Stock Exchange, or on a day when the New York
Stock Exchange is closed, will be treated as received on the next day the New
York Stock Exchange is open (the next Business Day).

      Example:

      On Monday we receive a Purchase Payment of $50,000 from you before 4:00
      p.m. Eastern Time. When the New York Stock Exchange closes on that
      Monday, we determine that the value of an Accumulation Unit for the
      Fidelity VIP FundsManager(R) 60% Portfolio is $12.50. We then divide
      $50,000 by $12.50 and credit your contract on Monday night with 4000
      Accumulation Units for the Fidelity VIP FundsManager(R) 60% Portfolio.

ACCOUNT VALUE

ACCOUNT VALUE is equal to the sum of your interests in the Investment Options.
Your interest in each Investment Option is determined by multiplying the number
of Accumulation Units for that Investment Option by the value of the
Accumulation Unit.

                                      12



REPLACEMENT OF CONTRACTS

EXCHANGE PROGRAMS. From time to time we may offer programs under which certain
fixed or variable annuity contracts previously issued by us or one of our
affiliates may be exchanged for the contracts offered by this prospectus.
Currently, with respect to exchanges from certain of our variable annuity
contracts to this contract, an existing contract is eligible for exchange if a
withdrawal from, or surrender of, the contract would not trigger a withdrawal
charge. The Account Value of this contract attributable to the exchanged assets
will not be subject to any withdrawal charge. You should carefully consider
whether an exchange is appropriate for you by comparing the death benefits,
living benefits, and other guarantees provided by the contract you currently
own to the benefits and guarantees that would be provided by the new contract
offered by this prospectus. Then, you should compare the fees and charges (for
example, the death benefit charges, the living benefit charges, and the
mortality and expense charge) of your current contract to the fees and charges
of the new contract, which may be higher than your current contract. The
programs we offer will be made available on terms and conditions determined by
us, and any such programs will comply with applicable law. We believe the
exchanges will be tax-free for federal income tax purposes; however, you should
consult your tax adviser before making any such exchange.

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

OWNING MULTIPLE CONTRACTS

You may be considering purchasing this contract when you already own a variable
annuity contract. You should carefully consider whether purchasing an
additional contract in this situation is appropriate for you by comparing the
features of the contract you currently own, including the death benefits,
living benefits, and other guarantees provided by the contract, to the features
of this contract. You should also compare the fees and charges of your current
contract to the fees and charges of this contract, which may be higher than
your current contract. You may also wish to discuss purchasing a contract in
these circumstances with your registered representative.

                                      13



3. INVESTMENT OPTIONS

At this time the contract offers two INVESTMENT OPTIONS, the Money Market
Portfolio and the Fidelity VIP FundsManager(R) 60% Portfolio. However, the
Money Market Portfolio is available only if you are a California purchaser age
60 or older and you elect to allocate your Purchase Payment to the Money Market
Portfolio during the free look period, as described in "Purchase--Free
Look--California Free Look Requirements for Purchasers Age 60 and Over." Your
Contract Value will be allocated to a single Investment Option. Additional
Investment Options may be available in the future.

YOU SHOULD READ THE PROSPECTUS FOR THIS FUND CAREFULLY. COPIES OF THE
PROSPECTUS WILL ACCOMPANY OR PRECEDE THE DELIVERY OF YOUR CONTRACT. You can
obtain copies of the fund prospectus by calling us at: (866) 414-3259. You can
also obtain information about the fund (including a copy of the Statement of
Additional Information) by accessing the Securities and Exchange Commission's
website at http://www.sec.gov. Certain funds described in the fund prospectus
may not be available with your contract.

A summary of advisers, subadvisers, and investment objectives for the
Investment Options are listed below. The investment objectives and policies of
an Investment Option may be similar to the investment objectives and policies
of other mutual funds that certain of the portfolio investment advisers manage.
Although the objectives and policies may be similar, the investment results of
the Investment Option may be higher or lower than the results of such other
mutual funds. The investment advisers cannot guarantee, and make no
representation, that the investment results of similar funds will be comparable
even though the funds may have the same investment advisers.

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

CERTAIN PAYMENTS WE RECEIVE FROM AN INVESTMENT ADVISER OR ITS AFFILIATES. An
investment adviser or subadviser of an Investment Option, or its affiliates,
may make payments to us and/or certain of our affiliates. These payments may be
used for a variety of purposes, including payment of expenses for certain
administrative, marketing, and support services with respect to certain other
variable insurance products we offer, and, in our role as an intermediary, with
respect to the investment options in those products. We and our affiliates may
profit from these payments. The amount of the payments we receive may be
significant and is based on a percentage of assets of the investment options
attributable to those other variable insurance products we and our affiliates
issue.

Additionally, an investment adviser or subadviser of an Investment Option, or
its affiliates, may provide us with wholesaling services that assist in the
distribution of certain other variable insurance products we or our affiliates
offer and may pay us and/or certain of our affiliates amounts to participate in
sales meetings. These amounts may be significant and may provide the adviser or
subadviser (or its affiliate) with increased access to persons involved in the
distribution of those variable insurance products.

SELECTION OF INVESTMENT OPTIONS. We select the Investment Options offered
through this contract based on a number of criteria, including asset class
coverage, the strength of the adviser's or subadviser's reputation and tenure,
brand recognition, performance, and the capability and qualification of each
investment firm. Another factor we may consider is the risk of investment
losses that could require us to use our own assets to make payments in
connection with the guarantees under the PGR.

We review the Investment Options periodically and may remove an Investment
Option or limit its availability to new Purchase Payments and/or transfers of
Account Value if we determine that the Investment Option no longer meets one or
more of the selection criteria, and/or if the Investment Option has not
attracted significant allocations from contract owners. In some cases, we
include an Investment Option based on recommendations made by selling firms.
These selling firms may receive payments from an Investment Option they
recommend and may benefit accordingly from the allocation of Account Value to
such Investment Option.

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

                                      14



FIDELITY VARIABLE INSURANCE PRODUCTS
(Investor Class)

Fidelity Variable Insurance Products is a variable insurance product fund with
multiple portfolios. Investor Class shares of the following portfolio are
offered under the contract:

  .   Fidelity VIP FundsManager(R) 60% Portfolio

   Strategic Advisers, Inc. is the investment manager of the Fidelity VIP
   FundsManager(R) 60% Portfolio. The Fidelity VIP FundsManager(R) 60%
   Portfolio seeks high total return.

  .   Fidelity VIP Money Market Portfolio (see "Money Market Portfolio" below)

   Fidelity Management & Research Company is the investment manager of the
   Money Market Portfolio, and Fidelity Investments Money Management, Inc. and
   other investment advisers serve as subadvisers. The Money Market Portfolio
   seeks as high a level of current income as is consistent with preservation
   of capital and liquidity.

MONEY MARKET PORTFOLIO. You may not choose to allocate or transfer Account
Value to the Money Market Portfolio except as follows: you may elect to
allocate your Purchase Payment to the Money Market Portfolio only during the
free look period and only if you are a California purchaser age 60 or older, as
described in "Purchase--Free Look--California Free Look Requirements for
Purchasers Age 60 and Over."

VOTING RIGHTS

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

SUBSTITUTION OF INVESTMENT OPTIONS

If investment in a particular Investment Option is no longer possible, in our
judgment becomes inappropriate for purposes of the contract, or for any other
reason in our sole discretion, we may substitute another Investment Option or
Investment Options without your consent. The substituted Investment Option(s)
may have different fees and expenses. However, we will not make such
substitution without any necessary approval of the Securities and Exchange
Commission and applicable state insurance departments. Furthermore, we may
close an Investment Option to allocation of Purchase Payments or Account Value,
or both, at any time in our sole discretion. There will always be at least one
Investment Option offered under the contract.

                                      15



4. EXPENSES

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

SEPARATE ACCOUNT ANNUAL EXPENSES

Each day, we make a deduction for Separate Account Annual Expenses (the Annual
Mortality and Expense charge and the Preservation and Growth Rider (PGR) Fee
Rate, each described below). We do this as part of our calculation of the value
of the Accumulation Units. Total Separate Account Annual Expenses will not
exceed 2.50%. If the Separate Account Annual Expense charges are inadequate to
cover the actual expenses of mortality, maintenance, and administration, we
will bear the loss. If the charges exceed the actual expenses, we will add the
excess to our profit and it may be used to finance distribution expenses or for
any other purpose.

ANNUAL MORTALITY AND EXPENSE CHARGE. We assess a daily mortality and expense
charge that is equal, on an annual basis, to 0.70% of the average daily net
asset value of each Investment Option. This charge compensates us for mortality
risks we assume for the Annuity Payment and death benefit guarantees made under
the contract. These guarantees include making Annuity Payments that will not
change based on our actual mortality experience, and providing a guaranteed
minimum death benefit under the contract. The charge also compensates us for
expense risks we assume to cover contract maintenance expenses. These expenses
may include issuing contracts, maintaining records, making and maintaining
subaccounts available under the contract and performing accounting, regulatory
compliance, and reporting functions. This charge also compensates us for costs
associated with the establishment and administration of the contract.

PRESERVATION AND GROWTH RIDER (PGR) FEE RATE. The contract is issued with a
guaranteed minimum accumulation benefit called the Preservation and Growth
Rider (PGR). We assess a daily charge for the PGR equal to your current PGR Fee
Rate that will not exceed the Maximum PGR Fee Rate. The Maximum PGR Fee Rate is
equal, on an annual basis, to 1.80% of the average daily net asset value of
each Investment Option. This charge compensates us for the risks we assume in
providing the guarantees under the PGR. If the PGR is terminated according to
its terms, we will no longer assess the charge for the PGR effective the
Business Day following the date of termination.

PRIOR TO PURCHASING A CONTRACT, SPEAK WITH YOUR FINANCIAL REPRESENTATIVE OR
CONTACT US DIRECTLY FOR THE CURRENT PGR FEE RATE. ONCE YOUR CONTRACT IS ISSUED,
YOUR PGR FEE RATE WILL NOT CHANGE UNLESS YOU ELECT AN OPTIONAL STEP UP AND IT
TAKES EFFECT, AS DESCRIBED BELOW (see "Increases to PGR Fee Rate").

Initial PGR Fee Rate. The initial PGR Fee Rate applicable to new contract
purchases is determined in our sole discretion based on current economic
factors including interest rates and equity market volatility but will not
exceed the Maximum PGR Fee Rate. Generally, the rate may increase if there is
an increase in equity market volatility, a decrease in prevailing interest
rates, or both. This rate structure is intended to help us provide the
guarantees under the rider. This initial PGR Fee Rate for new contracts may be
higher or lower than the PGR Fee Rate for existing contracts, but your PGR Fee
Rate will not change as a result. See the first hypothetical example below.

Increases to PGR Fee Rate. If you elect an Optional Step Up, we may increase
your PGR Fee Rate applicable beginning the first Business Day after the
Contract Anniversary on which the Optional Step Up takes effect. If we increase
your PGR Fee Rate upon an Optional Step-Up, your new PGR Fee Rate will be a
rate we choose and will not exceed the lower of (a) 1.80% (the Maximum PGR Fee
Rate) or b) the initial PGR Fee Rate applicable to the same rider with the same
benefits, if available, for new contracts purchased at the time of the Optional
Step Up. Your PGR Fee Rate will not decrease, even if the initial PGR Fee Rate
applicable to new contracts at the time of the Optional Step Up is lower than
your PGR Fee Rate. See the hypothetical examples below.

In the event you are eligible for an Optional Step Up, you will be notified in
writing a minimum of [30] days in advance of the applicable Contract
Anniversary. This communication will state your Account Value and PGR Amount as
of the date it is generated, as well as the PGR Fee Rate that will apply if the
Optional Step Up is elected and takes effect. If you elect an Optional Step Up
and as a result your PGR Fee Rate is increased, the new PGR Fee Rate also will
be indicated on the statement confirming your Optional Step Up, and thereafter
your PGR Fee Rate will remain the same unless you elect another Optional Step
Up on a future Contract Anniversary and another increase to your PGR Fee Rate
is applicable. If you are considering an Optional Step Up and have any
questions about the PGR Fee Rate that may apply, please speak with your
financial representative or contact us directly. You may cancel an Optional
Step-Up as described in "Living Benefits--Preservation and Growth
Rider--Optional Step Up--Cancelling an Optional Step Up."

                                      16



      Examples:

      Assume you elect to purchase a contract on June 1. Assume on or about
      May 1 prior to your purchase, we declared an initial PGR Fee Rate of
      X.XX% for new contract purchases. The Maximum PGR Fee Rate is 1.80%.

      NEW PURCHASE. Your PGR Fee Rate will be X.XX% and will remain at that
      level unless you elect an Optional Step Up. Your PGR Fee Rate may
      increase upon an Optional Step Up (see below) but it will never be higher
      than 1.80%.

      OPTIONAL STEP UP. The following table shows how your PGR Fee Rate can be
      affected if you elect an Optional Step Up in different hypothetical
      circumstances:



 Your PGR Fee Rate                              Your PGR Fee Rate
 before             PGR Fee Rate                after
 Optional Step Up   for new contracts           Optional Step Up
 ------------------------------------------------------------------------------
                                          
      1.00%         1.25%                       We may declare a rate
                                                applicable upon Optional Step
                                                Up greater than 1.00% and less
                                                than or equal to 1.25%, or we
                                                may elect not to increase your
                                                rate.
 ------------------------------------------------------------------------------
      1.00%         0.95%                       Your PGR Fee Rate will not
                                                increase.
 ------------------------------------------------------------------------------
      1.00%         Rider is no longer offered  We may declare a rate
                                                applicable upon Optional Step
                                                Up greater than 1.00% and less
                                                than or equal to 1.80% (the
                                                Maximum PGR Fee Rate), or
                                                we may elect not to increase
                                                your rate.


WITHDRAWAL CHARGE

We impose a withdrawal charge, except as described below, during the first
seven Contract Years to reimburse us for contract sales expenses, including
commissions and other distribution, promotion, and acquisition expenses. A
withdrawal made pursuant to a divorce or separation instrument is subject to
the same withdrawal charge provisions described below, if permissible under tax
law.

During the Accumulation Period, you can make a withdrawal from your contract
(either a partial or a complete withdrawal). If the amount you withdraw is
determined to include the withdrawal of any portion of the Purchase Payment, a
withdrawal charge is assessed against the portion of the Purchase Payment
withdrawn. To determine what portion (if any) of a withdrawal is subject to a
withdrawal charge, amounts are withdrawn from your contract in the following
order:

   (1) Earnings in your contract (earnings are equal to your Account Value,
   less any portion of the Purchase Payment not previously withdrawn); then

   (2) The free withdrawal amount described below (deducted from any portion of
   the Purchase Payment not previously withdrawn); then

   (3) Any portion of the Purchase Payment not previously withdrawn until the
   entire Purchase Payment has been withdrawn.

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



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


                                      17



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

If the Account Value is smaller than the Purchase Payment, the withdrawal
charge only applies up to the Account Value.

We do not assess the withdrawal charge on any amounts paid out as Annuity
Payments or as death benefits. In addition, we will not assess the withdrawal
charge on required minimum distributions from a tax-qualified contract in order
to satisfy federal income tax rules or to avoid required federal income tax
penalties. This exception only applies to amounts required to be distributed
from this contract.

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

FREE WITHDRAWAL AMOUNT. The free withdrawal amount for each Contract Year is
equal to 10% of the Purchase Payment, less the total free withdrawal amount
previously withdrawn in the same Contract Year. Any unused free withdrawal
amount in one Contract Year does not carry over to the next Contract Year.

PREMIUM AND OTHER TAXES

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

TRANSFER FEE

Currently, the contract offers only one Investment Option. In the future, we
may make additional Investment Options available, in which case you may be able
to transfer Account Value between Investment Options. We currently allow
unlimited transfers without charge during the Accumulation Period. However, we
have reserved the right to limit the number of transfers to a maximum of 12 per
year without charge and to charge a transfer fee of $25 for each transfer
greater than 12 in any year. The transfer fee is deducted from the Investment
Option from which the transfer is made. However, if the entire interest in an
Investment Option is being transferred, the transfer fee will be deducted from
the amount which is transferred.

INCOME TAXES

We reserve the right to deduct from the contract for any income taxes which we
incur because of the contract. In general, we believe under current federal
income tax law, we are entitled to hold reserves with respect to the contract
that offset Separate Account income. If this should change, it is possible we
could incur income tax with respect to the contract, and in that event we may
deduct such tax from the contract. At the present time, however, we are not
incurring any such income tax or making any such deductions.

INVESTMENT OPTION EXPENSES

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

                                      18



5. ANNUITY PAYMENTS (THE ANNUITY PERIOD)

ANNUITY DATE

Under the contract you can receive regular monthly fixed income payments
(referred to as ANNUITY PAYMENTS). You can choose the month and year in which
those payments begin. We call that date the ANNUITY DATE. Your Annuity Date
must be at least 30 days after we issue the contract. Annuity Payments must
begin no later than the MATURITY DATE stated in your contract, which generally
is the later of (a) the first day of the calendar month on or after the
Contract Anniversary on or after the oldest Owner's (or, for contracts owned by
certain trusts, the oldest Annuitant's) 95th birthday or (b) 10 years from the
Contract Date.

When you purchase the contract, the Annuity Date will be the Maturity Date. You
can change the Annuity Date at any time before the Annuity Date with 30 days
prior notice to us (subject to restrictions that may apply in your state and
our current administrative procedures).

PLEASE BE AWARE THAT IF YOUR CONTRACT IS ANNUITIZED, YOU ARE INELIGIBLE TO
RECEIVE THE DEATH BENEFIT, AND ANNUITIZING ANY PORTION OF YOUR CONTRACT
TERMINATES THE PRESERVATION AND GROWTH RIDER.

ANNUITY OPTIONS

You can choose among income plans. We call those ANNUITY OPTIONS. You can
select an Annuity Option at any time before the Annuity Date with 30 days'
notice to us.

You will receive the Annuity Payments during the Annuity Period. The Annuitant
is the natural person(s) whose life we look to in the determination of Annuity
Payments. The dollar amount of each Annuity Payment generally will not change.
Annuity Payments are made monthly (or at any frequency permitted under the
contract) unless you have less than $5,000 to apply toward an Annuity Option.
In that case, we may provide your Annuity Payment in a single lump sum instead
of Annuity Payments.

If more than one frequency is permitted under your contract, choosing less
frequent payments will result in each Annuity Payment being larger. Annuity
Options that guarantee that payments will be made for a certain number of years
regardless of whether the Annuitant or Joint Annuitant are alive (such as
Options 2 and 5 below) or that guarantee the complete return of the Account
Value applied to the Annuity Option (such as Options 3 and 6) result in Annuity
Payments that are smaller than Annuity Options without such a guarantee (such
as Options 1 and 4 below). For Annuity Options with a designated period,
choosing a shorter designated period will result in each Annuity Payment being
larger.

You may choose one of the six Annuity Options described below or any other
Annuity Option acceptable to us. Unless you elect another Annuity Option prior
to the Annuity Date, the contract will default to Annuity Option 3--Life
Annuity with Cash Refund. After Annuity Payments begin, you cannot change the
Annuity Option.

   ANNUITY OPTION 1 -- LIFE ANNUITY

   Under this option, we will make Annuity Payments so long as the Annuitant is
   alive. We stop making Annuity Payments after the Annuitant's death. It is
   possible under this option to receive only one Annuity Payment if the
   Annuitant dies before the due date of the second payment or to receive only
   two Annuity Payments if the Annuitant dies before the due date of the third
   payment, and so on.

   ANNUITY OPTION 2 -- LIFE ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS GUARANTEED

   Under this option, we will make Annuity Payments so long as the Annuitant is
   alive. If, when the Annuitant dies, we have made Annuity Payments for less
   than 10 years, we will then continue to make Annuity Payments to the
   Beneficiary for the rest of the 10-year period.

   ANNUITY OPTION 3 -- LIFE ANNUITY WITH CASH REFUND

   Under this option, we will make Annuity Payments so long as the Annuitant is
   alive. If, when the Annuitant dies, the total amount of Annuity Payments we
   have made is less than the Account Value applied to the Annuity Option, we
   will pay the Beneficiary in a lump sum the difference between the two
   amounts.

   ANNUITY OPTION 4 -- JOINT AND LAST SURVIVOR ANNUITY

   Under this option, we will make Annuity Payments so long as the Annuitant
   and a second person (Joint Annuitant) are both alive. When either Annuitant
   dies, we will continue to make Annuity Payments, so long as the survivor
   continues to live. We will stop making Annuity Payments after the last
   survivor's death.

                                      19



   ANNUITY OPTION 5 -- JOINT AND LAST SURVIVOR ANNUITY WITH 10 YEARS OF ANNUITY
   PAYMENTS GUARANTEED

   Under this option, we will make Annuity Payments so long as the Annuitant
   and a second person (Joint Annuitant) are both alive. When either Annuitant
   dies, we will continue to make Annuity Payments, so long as the survivor
   continues to live. If, at the last death of the Annuitant and the Joint
   Annuitant, we have made Annuity Payments for less than 10 years, we will
   then continue to make Annuity Payments to the Beneficiary for the rest of
   the 10-year period.

   ANNUITY OPTION 6 -- JOINT AND LAST SURVIVOR ANNUITY WITH CASH REFUND

   Under this option, we will make Annuity Payments so long as the Annuitant
   and a second person (Joint Annuitant) are both alive. When either Annuitant
   dies, we will continue to make Annuity Payments, so long as the survivor
   continues to live. If, at the last death of the Annuitant and the Joint
   Annuitant, the total amount of Annuity Payments we have made is less than
   the Account Value applied to the Annuity Option, we will pay the Beneficiary
   in a lump sum the difference between the two amounts.

ADDITIONAL INFORMATION

If your Annuity Payments would be or become less than $100 a month, we have the
right to change the frequency of payments so that your Annuity Payments are at
least $100.

We may require proof of age or sex of an Annuitant before making any Annuity
Payments under the contract that are measured by the Annuitant's life. If an
Annuitant's age or sex has been misstated, we will adjust the amount of monthly
annuity income to the amount that would have been provided at the correct age
or sex. Once annuity income has begun, any overpayments or underpayments, with
interest at the rate stated in your contract, will be, as appropriate, deducted
from or added to the payment or payments made after the adjustment.

In the event that you purchased the contract as a tax-qualified contract, you
must take distribution of the Account Value in accordance with the minimum
required distribution rules set forth in applicable tax law. Under certain
circumstances, you may satisfy those requirements by electing an annuity
option. Upon your death, if Annuity Payments have already begun, the death
benefit would be required to be distributed to your Beneficiary at least as
rapidly as under the method of distribution in effect at the time of your
death. (See "Federal Income Tax Status" and the Statement of Additional
Information for more details.)

                                      20



6. ACCESS TO YOUR MONEY

You can have access to the money in your contract by making a withdrawal
(either a partial or a complete withdrawal) or by electing to receive Annuity
Payments. Your Beneficiary can have access to the money in the contract when a
death benefit is paid.

Under most circumstances, withdrawals can only be made during the Accumulation
Period. When you make a complete withdrawal, you will receive the withdrawal
value of the contract. The withdrawal value of the contract is the Account
Value of the contract at the end of the Business Day when we receive a written
request for a withdrawal, less any applicable withdrawal charge.

We require that after a partial withdrawal is made you keep at least $2,000 in
the contract. If the withdrawal would result in the Account Value being less
than $2,000 after a partial withdrawal, we will treat the withdrawal request as
a request for a complete withdrawal.

ANY WITHDRAWAL CAUSES A PROPORTIONAL REDUCTION IN THE PGR AMOUNT. THIS
REDUCTION IN THE PGR AMOUNT MAY BE SIGNIFICANT, PARTICULARLY WHEN THE ACCOUNT
VALUE IS LOWER THAN THE PGR AMOUNT (SEE "LIVING BENEFIT--PRESERVATION AND
GROWTH RIDER").

Currently the contract offers a single investment choice. If we add additional
Investment Options in the future, any partial withdrawal will be made pro rata
from the Investment Option(s) you selected unless you instruct us otherwise.

When you make a complete withdrawal, you will receive the withdrawal value of
the contract. The withdrawal value of the contract is the Account Value of the
contract at the end of the Business Day when we receive a written request for a
withdrawal less any applicable withdrawal charge and less any premium or other
tax.

Under most circumstances the amount of any partial withdrawal must be at least
$500. You may request partial withdrawals by submitting a request to our
Annuity Service Office. (See "Other Information--Requests and Elections."). You
must state in your request whether you would like to apply the proceeds to a
payment option (otherwise you will receive the proceeds in a lump sum and may
be taxed on them).

We will pay the amount of any withdrawal from the Separate Account within seven
days of when we receive the request in Good Order unless the suspension of
payments or transfers provision is in effect.

We may withhold payment of withdrawal proceeds if any portion of those proceeds
would be derived from a contract Owner's check that has not yet cleared (i.e.,
that could still be dishonored by the contract Owner's banking institution). We
may use telephone, fax, Internet or other means of communication to verify that
payment from the contract Owner's check has been or will be collected. We will
not delay payment longer than necessary for us to verify that payment has been
or will be collected. Contract Owners may avoid the possibility of delay in the
disbursement of proceeds coming from a check that has not yet cleared by
providing us with a certified check.

In order to withdraw all or part of your Account Value, you must submit a
request to our Annuity Service Office. (See "Other Information--Requests and
Elections."). We have to receive your withdrawal request in our Annuity Service
Office prior to the Annuity Date or Owner's death. If we are presented in Good
Order with notification of the death of the Owner before any requested
transaction is completed (including transactions under Systematic Withdrawal
Programs), we will cancel the request.

There may be limits to the amount you can withdraw from certain tax-qualified
contracts. (See "Federal Income Tax Status.")

Income taxes, tax penalties and certain restrictions may apply to any
withdrawal you make.

DIVORCE. A withdrawal made pursuant to a divorce or separation instrument is
subject to the same withdrawal charge provisions as described in
"Expenses--Withdrawal Charge," if permissible under tax law. In addition, the
withdrawal will reduce the Account Value, the death benefit, and the PGR Amount
(see "Living Benefit--Preservation and Growth Rider--PGR Amount). The
withdrawal could have a significant negative impact on the death benefit and
PGR Amount.

                                      21



SYSTEMATIC WITHDRAWAL PROGRAM

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

We will terminate your participation in the Systematic Withdrawal Program when
we receive notification of your death.

Income taxes, tax penalties and certain restrictions may apply to Systematic
Withdrawals.

SUSPENSION OF PAYMENTS OR EXCHANGES

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

  .   the New York Stock Exchange is closed (other than customary weekend and
      holiday closings);
  .   trading on the New York Stock Exchange is restricted;
  .   an emergency exists, as determined by the Securities and Exchange
      Commission, as a result of which disposal of shares of the Investment
      Options is not reasonably practicable or we cannot reasonably value the
      shares of the Investment Options;
  .   or during any other period when the Securities and Exchange Commission,
      by order, so permits for the protection of Owners.

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

                                      22



7. LIVING BENEFIT

PRESERVATION AND GROWTH RIDER (PGR)

The Preservation and Growth Rider (PGR) guarantees that your Account Value will
not be less than a minimum guaranteed amount at a specified date (the "PGR END
DATE") at least 10 years from the Contract Date. If your Account Value is less
than the minimum guaranteed amount at the PGR End Date, we will apply an
additional amount to increase your Account Value so that it is equal to the
minimum guaranteed amount.

This benefit is intended to protect you against poor investment performance
during the Accumulation Period of your contract. See Appendix A for examples of
the operation of the PGR.

PGR AMOUNT. The PGR guarantees at the PGR End Date (described below), your
Account Value will be at least equal to the Purchase Payment, less proportional
reductions for any withdrawals (and related withdrawal charges) made at any
time before the PGR End Date. This minimum guaranteed amount is the "PGR
AMOUNT." The PGR Amount is used only to determine the amount of any benefit
payable under the PGR.

The initial PGR Amount is equal to the Purchase Payment. When you make a
withdrawal from the contract, the PGR Amount is reduced in the same proportion
the amount of the withdrawal (including any related withdrawal charge) bears to
the total Account Value. THIS REDUCTION MAY BE SIGNIFICANT, PARTICULARLY WHEN
THE ACCOUNT VALUE IS LOWER THAN THE PGR AMOUNT. The PGR Amount may be increased
by an Optional Step Up, as described below.

      Example:

      Assume your Account Value is $100,000 and your PGR Amount is $150,000,
      prior to making a $10,000 withdrawal (including any applicable withdrawal
      charge) from the contract. The total withdrawal amount is 10% of the
      Account Value. Therefore, after the withdrawal, your Account Value would
      be reduced by the dollar amount of the withdrawal to $90,000 and your PGR
      Amount would be reduced by 10% of the PGR Amount ($15,000) to $135,000.

THE PGR AMOUNT DOES NOT REPRESENT AN AMOUNT OF MONEY AVAILABLE FOR WITHDRAWAL
OR GUARANTEE ANY RETURN FOR AN INVESTMENT OPTION AND IS NOT USED TO CALCULATE
ANY BENEFITS UNDER THE CONTRACT PRIOR TO THE PGR END DATE.

OPTIONAL STEP UP. On any Contract Anniversary prior to the 86th birthday of the
Owner or oldest Joint Owner (or oldest Annuitant if the Owner is a non-natural
person), you may elect an Optional Step Up by written notice to us in
accordance with our administrative procedures (currently we require you to
submit your request in writing to our Annuity Service Office). The Optional
Step Up will take effect on the Contract Anniversary following our receipt of
your request.

If you elect an Optional Step Up and it takes effect, it will:

  .   reset the PGR Amount to the Account Value on the date of the Optional
      Step Up. The Account Value on the date the Optional Step Up takes effect
      will be treated as a single Purchase Payment received on that date for
      purposes of determining the PGR Amount;
  .   reset the PGR End Date to the Contract Anniversary that is 10 years from
      the date the Optional Step Up takes effect; and
  .   reset, if applicable, the PGR Fee Rate to a rate we determine that does
      not exceed the Maximum Optional Step Up PGR Fee Rate, provided that this
      rate also will not exceed the rate currently applicable to the same rider
      with the same benefits, if available, for new contract purchases at the
      time of the Optional Step Up (see 'Expenses--Preservation and Growth
      Rider Charge").

Cancelling an Optional Step-Up. You may cancel an Optional Step Up before it
takes effect by written notice to us prior to the Contract Anniversary on which
the step up would take effect. After an Optional Step Up takes effect, you may
cancel that Optional Step Up in accordance with our administrative procedures
by providing written notice to us within 15 days after the date the Optional
Step Up takes effect. The cancellation of an Optional Step Up will reverse the
step up that just occurred. If an Optional Step Up is cancelled, your PGR
Amount and PGR End Date will revert to the PGR Amount and PGR End Date that
applied prior to being reset. If an Optional Step Up resulted in an increase to
your PGR Fee Rate, your Account Value will be adjusted as if the Total Annual
Separate Account Charge in effect prior to the step up had applied during the
period between the date of the step up and the date of cancellation.

PGR END DATE. The Contract Anniversary that is 10 years from the later of
(a) the Contract Date or (b) the date the most recent Optional Step Up is
elected and takes effect. We will not deduct the PGR charge after the PGR End
Date.

                                      23



PGR PAYMENT. At the PGR End Date, we will compare your contract's Account Value
to its PGR Amount. If the Account Value is less than the PGR Amount, we will
contribute to your Account Value the amount needed to make it equal the PGR
Amount. (This added amount is the "PGR PAYMENT.") The PGR Payment is allocated
entirely to the Investment Option (or, if we add additional Investment Options
in the future, pro rata to each Investment Option you have selected).

If your Account Value is greater than or equal to the PGR Amount at the PGR End
Date, then no PGR Payment will be paid into your Account Value.

TERMINATING THE PGR. The PGR will terminate at the earliest of:

  (1) The PGR End Date;
  (2) The date you make a full withdrawal of your Account Value;
  (3) The date you apply any of your Account Value to an Annuity Option;
  (4) Upon a change in ownership (or assignment) of the contract unless:
     (a) The new owner or assignee assumes full ownership of the contract and
         is essentially the same person (e.g. an individual ownership changed
         to a personal revocable trust, a change to a court appointed guardian
         representing the owner during the owner's lifetime, etc.); or
     (b) The assignment is for the purposes of effectuating a 1035 exchange of
         the contract (i.e. the rider may continue during the temporary
         assignment period and not terminate until the contract is actually
         surrendered);
     (c) The contract is continued under the spousal continuation provisions of
         the contract;

   or

  (5) The date of death of the Owner or Joint Owner (or Annuitant if the Owner
      is a non-natural person), unless the Beneficiary is the spouse of the
      Owner and elects to continue the contract under the spousal continuation
      provisions of the contract.

Once the rider is terminated, the PGR charge will no longer be deducted. IF THE
RIDER IS TERMINATED BEFORE THE PGR END DATE, THE PGR PAYMENT WILL NOT BE PAID.

ADDITIONAL INFORMATION. While the PGR is in effect the death benefit will at
least be equal to the PGR Amount. As of the date both due proof of death and an
election for the payment method is received by us, a comparison of the PGR
Amount and the death benefit provided by the contract will be made. If the PGR
Amount is greater than the death benefit provided by the contract, then the PGR
Amount will be available instead of the death benefit amount provided by the
contract. All other death benefit provisions of your contract will apply.

If a surviving spouse (age 85 or younger) continues the contract under the
spousal continuation provisions of the contract, and the PGR is in effect at
the time of the continuation, then the same terms and conditions that applied
to the Owner under this rider will continue to apply to the surviving spouse.
The PGR End Date will remain the same. However, if the surviving spouse is age
86 or older at time of continuation, the PGR will terminate; however, the
surviving spouse may elect to continue the contract without the PGR in his or
her own name and exercise all the Owner's rights under the contract.

                                      24



8. PERFORMANCE

We periodically advertise subaccount performance relating to Investment
Options. 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 Annual
Expenses and the Investment Option expenses. It does not reflect the deduction
of any applicable withdrawal charge. The deduction of these charges would
reduce the percentage increase or make greater any percentage decrease. Any
advertisement will also include total return figures which reflect the
deduction of the Separate Account Annual Expenses, withdrawal charges, and
Investment Option 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 Options for the periods commencing from the date on which the
particular Investment Option was made available through the Separate Account.

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

We or a selling firm may, from time to time, include in our advertising and
sales materials performance information for funds or investment accounts
related to the Investment Options 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 or a selling firm may advertise the PGR feature using illustrations showing
how the benefit works with historical performance of specific Investment
Options or with a hypothetical rate of return or a combination of historical
and hypothetical returns. These illustrations will reflect the deduction of all
applicable charges including the portfolio expenses of underlying Investment
Options.

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

                                      25



9. DEATH BENEFIT DURING THE ACCUMULATION PERIOD

UPON YOUR DEATH

If you die during the Accumulation Period, we will pay a death benefit to the
Beneficiary (or Beneficiaries). 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.

The death benefit is determined as of the end of the Business Day on which we
receive both due proof of death and an election for the payment method. Where
there are multiple Beneficiaries, the death benefit will only be determined as
of the time the first Beneficiary submits the necessary documentation in Good
Order. If the 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. This death benefit
amount remains in the Investment Options until each of the other Beneficiaries
submits the necessary documentation in Good Order to claim his/her death
benefit. (See "General Death Benefit Provisions" below.) Any death benefit
amounts held in the Investment Options on behalf of the remaining Beneficiaries
are subject to investment risk. There is no additional death benefit guarantee.

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 we are presented in Good Order with notification of the death of the Owner
before any requested transaction is completed (including transactions under any
automated investment strategies or withdrawal programs, if available), we will
cancel the request.

DEATH BENEFIT

The death benefit will be the greater of:

  (1) the Account Value; or
  (2) the Purchase Payment, 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, 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 will be determined in accordance with (1) or (2) above.

DEATH BENEFIT BEFORE THE PGR END DATE. We will pay the PGR Amount to the
Beneficiary instead of the death benefit if: (a) the PGR has not been
terminated,(b) the Owner dies prior to the PGR End Date, and (c) as of the end
of the Business Day on which we receive both due proof of death and an election
for the payment method the PGR Amount is greater than the death benefit
determined as described above.

GENERAL DEATH BENEFIT PROVISIONS

Any death benefit will be paid in accordance with applicable law or regulations
governing death benefit payments. The death benefit amount remains in the
Separate Account until distribution begins. From the time the death benefit is
determined until complete distribution is made, any amount in the Separate
Account will continue to be subject to investment risk. This risk is borne by
the Beneficiary.

After the death of the Owner, each Beneficiary has the right to receive their
share of the death benefit. Before we make a payment to any Beneficiary, we
must receive at our Annuity Service Office due proof of death (generally a
death certificate, see Proof of Death, below) for the Owner and an election for
the payment method. We may seek to obtain a death certificate directly from the
appropriate governmental body if we believe that any Owner may have died.

                                      26



Once we have received due proof of death, we will, upon notice to us, pay any
Beneficiary who has provided us with required information. We will then have no
further obligations to that Beneficiary. If a Beneficiary has been designated
to receive a specified fraction of the death benefit, we will pay that fraction
as determined on the date of payment.

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

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

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.")

If a lump sum payment is elected and all the necessary requirements are met,
the payment will be made within seven 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.

PROOF OF DEATH. We will require due proof of death before any death benefit is
paid. Due proof of death will be:

  .   a certified death certificate;
  .   a certified decree of a court of competent jurisdiction as to the finding
      of death;
  .   a written statement by a licensed medical doctor who attended the
      deceased; or
  .   any other proof satisfactory to us.

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 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 (866) 414-3259 to make such changes.

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. The terms and conditions of the
contract that applied prior to the Owner's death will continue to apply, 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 the date the spouse
continues the contract. If, at the time of Spousal Continuation, the PGR is in
effect and the Account Value is less than the PGR Amount, the Account Value is
increased to equal the PGR Amount. The PGR Amount, PGR End Date, death benefit
and Contract Anniversary of the contract remain unchanged. If, at the time of
Spousal Continuation, the spouse is older than age 85 and the PGR is in effect,
the spouse may continue the contract; however, the PGR will terminate.

Spousal continuation will not satisfy minimum required distribution rules for
qualified contracts other than IRAs (see "Federal Income Tax Status").

                                      27



Under the Internal Revenue Code, spousal continuation and certain distribution
options are available only to a person who is defined as a "spouse" under
applicable federal law. All contract provisions will be interpreted and
administered in accordance with the requirements of the Internal Revenue Code.
Any Internal Revenue Code reference to "spouses" includes those persons who are
married spouses under state law, regardless of sex.

                                      28



10. FEDERAL INCOME TAX STATUS

INTRODUCTION

We do not intend the following discussion to be tax advice. For tax advice you
should consult a tax adviser. Although the following discussion is based on our
understanding of federal income tax laws as currently interpreted, there is no
guarantee that those laws or interpretations will not change.

This discussion does not address federal gift tax, state or local income tax,
or other considerations which may be involved in the purchase, operation, or
exercise of any rights or options under the contract. Also, this discussion
does not address estate tax issues that might arise due to the death of an
Owner or Annuitant. The particular situation of each Owner, Annuitant, and
Beneficiary will determine the federal estate taxes and the state and local
estate, inheritance and other taxes due. You should seek competent tax advice
on such matters pertaining to you.

In addition, we make no guarantee regarding any tax treatment - federal, state,
or local - of any contract or of any transaction involving a contract.

TAX DEFERRAL DURING ACCUMULATION PERIOD

Under existing provisions of the Internal Revenue Code (the "Code"), any
increase in an Owner's Account Value is generally not taxable to the Owner
until received, either in the form of annuity income payments or in some other
form of distribution. However, as discussed below, this rule applies only if:

(1) the investments of the Separate Account are "adequately diversified" in
    accordance with Treasury Department regulations;

(2) the Company, rather than the Owner, is considered the owner of the assets
    of the Separate Account for federal income tax purposes; and

(3) the Owner is an individual (or an individual is treated as the Owner for
    tax purposes).

DIVERSIFICATION REQUIREMENTS

The Code and Treasury Department regulations prescribe the manner in which the
investments of a segregated asset account, such as the subaccount of the
Separate Account, are to be "adequately diversified." If the Separate Account
fails to comply with these diversification standards, the contract will not be
treated as an annuity contract for federal income tax purposes and the Owner
would generally be taxed currently on the excess of the Account Value over the
Purchase Payment paid for the contract. The subaccounts of the Separate Account
intend to comply with the diversification requirements. In this regard, we have
entered into agreements with funds under the subaccounts that require the funds
to be "adequately diversified" in accordance with the Code and Treasury
Department regulations.

OWNERSHIP TREATMENT

In certain circumstances, variable annuity contract owners may be considered
the owners, for federal income tax purposes of the assets of a segregated asset
account, such as the Separate Account, used to support their contracts. In
those circumstances, income and gains from the segregated asset account would
be includible in the contract owners' gross income. The Internal Revenue
Service (the "IRS") has stated in published rulings that a variable contract
owner will be considered the owner of the assets of a segregated asset account
if the owner possesses incidents of ownership in those assets, such as the
ability to exercise investment control over the assets. As of the date of this
prospectus, no comprehensive guidance has been issued by the IRS clarifying the
circumstances when such investment control by a variable contract owner would
exist. As a result, your right to make transfers among the Investment Options
may cause you to be considered the owner of the assets of the Separate Account.
We therefore reserve the right to modify the contract as necessary to attempt
to prevent contract Owners from being considered the owners of the assets of
the Separate Account. However, there is no assurance such efforts would be
successful.

SEPARATE ACCOUNT CHARGES

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

                                      29



NON-NATURAL OWNER

As a general rule, contracts held by "non-natural persons" such as a
corporation, trust or other similar entity, as opposed to a natural person, are
not treated as annuity contracts for federal tax purposes. The income on such
contracts (as defined in the tax law) is taxed as ordinary income that is
received or accrued by the Owner of the contract during the taxable year. There
are several exceptions to this rule for non-natural Owners. Under one
exception, a contract will generally be treated as held by a natural person if
the nominal owner is a trust or other entity that holds the contract as an
agent for a natural person. We do not intend to offer the contracts to
"non-natural" persons. However, we will offer the contracts to revocable
grantor trusts in cases where the grantor represents that the trust is for the
benefit of the grantor Annuitant (i.e. the contract is held by the trust for
the benefit of a natural person (an "individual")). The following discussion
assumes that a contract will be owned by an individual.

DELAYED ANNUITY COMMENCEMENT DATES

On the Contract Date, the Annuity Date is automatically set to be the first day
of the calendar month on or after the Contract Anniversary that falls on or
after the oldest Owner's 95/th/ birthday. Federal income tax rules do not
expressly identify a particular age by which annuity payments must begin.
However, if the contract's Annuity Date occurs (or is scheduled to occur) at
too advanced an age, it is conceivable that the Internal Revenue Service could
take the position that the contract is not an annuity for federal income tax
purposes. In that event, the income and gains under the contract could be
currently includible in the Owner's income.

The following discussion assumes that the contract will be treated as an
annuity contract for federal income tax purposes.

In addition, to qualify as an annuity for federal tax purposes, the contract
must satisfy certain requirements for distributions in the event of the death
of the Owner of the contract. The contract contains such required distribution
provisions. For further information on these requirements see the Statement of
Additional Information.

QUALIFIED CONTRACTS

You may use the contract as an Individual Retirement Annuity. The IRA contract
has not yet been approved by the IRS as to the form of the IRA. Under
Section 408(b) of the Code, eligible individuals may contribute to an
Individual Retirement Annuity ("IRA"). The Code permits certain "rollover"
contributions to be made to an IRA. In particular, certain qualifying
distributions from a 401(a) plan, a tax sheltered annuity, a 403(b) plan, a
Governmental 457(b) plan, or an IRA, may be received tax-free if rolled over to
an IRA within 60 days of receipt. Because the contract's minimum initial
payment of $50,000 is greater than the maximum annual contribution permitted to
an IRA, a qualified contract may be purchased only in connection with a
"rollover" of the proceeds from a qualified plan, tax sheltered annuity, or IRA.

In order to qualify as an IRA under Section 408(b) of the Code, a contract must
contain certain provisions:

(1) the Owner of the contract must be the Annuitant and, except for certain
    transfers incident to a divorce decree, the Owner cannot be changed and the
    contract cannot be transferable;

(2) the Owner's interest in the contract cannot be forfeitable; and

(3) annuity and payments following the death of an Owner must satisfy certain
    required minimum distributions. contracts issued on a qualified basis will
    conform to the requirements for an IRA and will be amended to conform to
    any future changes in the requirements for an IRA.

2009 RMD WAIVER. For RMDs following the death of the Owner or Annuitant of a
qualified contract, the five-year rule is applied without regard to calendar
year 2009. For instance, for a contract Owner who died in 2009, the five-year
period would end in 2015 instead of 2014. The RMD rules are complex, so consult
with your tax adviser because the application of these rules to your particular
circumstances may have been impacted by the 2009 RMD waiver.

ACCOUNT VALUES AND PROCEEDS

Under current law, you will not be taxed on increases in the value of your
contract until a distribution occurs.

A distribution may occur in the form of a withdrawal, payments following the
death of an Owner and payments under an Annuity Option.

The assignment or pledge of any portion of the value of a contract may also be
treated as a distribution. In the case of a qualified contract, you may not
receive or make any such pledge. Any such pledge will result in
disqualification of the contract as an IRA and inclusion of the value of the
entire contract in income.

                                      30



Additionally, a transfer of non-qualified contract for less than full and
adequate consideration will result in a deemed distribution, unless the
transfer is to your spouse (or to a former spouse pursuant to divorce decree).

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

TAXES ON SURRENDER OF THE CONTRACT BEFORE ANNUITY INCOME PAYMENTS BEGIN

If you fully surrender your contract before annuity income payments commence,
you will be taxed on the portion of the distribution that exceeds your cost
basis in your contract. In addition, amounts received as the result of the
death of the Owner or Annuitant that are in excess of your cost basis will also
be taxed.

For non-qualified contracts, the cost basis is generally the amount or your
payments, and the taxable portion of the proceeds is taxed as ordinary income.

For qualified contracts, we will report the cost basis as zero, and the entire
amount of the surrender payment is taxed as ordinary income. You may want to
file an Internal Revenue Service Form 8608 if any part of your Purchase Payment
has been previously taxed.

TAXES ON PARTIAL WITHDRAWALS

Withdrawals of any amount less than the full Account Value, including
withdrawals received under the Systematic Withdrawal Program, are treated as
partial withdrawals.

Partial withdrawals under a non-qualified contract are treated for tax purposes
as first being taxable withdrawals of investment income, rather than as return
of your Purchase Payment, until all investment income has been withdrawn. You
will be taxed on the amount withdrawn to the extent that your Account Value at
that time exceeds your payments.

Partial withdrawals under the qualified contract are prorated between taxable
income and non-taxable return of investment. We will report the cost basis of a
qualified contract as zero, and the partial withdrawal will be fully taxed
unless you have filed an Internal Revenue Service Form 8608 to identify the
part of your Purchase Payment that has been previously taxed.

Partial and complete withdrawals may be subject to a 10% penalty tax (see "10%
Penalty Tax on Early Withdrawals"). Partial and complete withdrawals also may
be subject to federal income tax withholding requirements.

AGGREGATION OF CONTRACTS

In certain circumstances, the IRS may determine the amount of annuity income
payment or withdrawal from a contract that is includible in income by combining
some or all of the annuity contracts a persons owns. For example, if a person
purchases a contract offered by this prospectus and also purchases at
approximately the same time an immediate annuity issued by us, the IRS might in
certain circumstances treat the two contracts as one contract. In addition, if
a person purchases two or more deferred annuity contracts from the same
insurance company (or its affiliates) during any calendar year, all such
contracts will be treated as one contract for purposes of determining the
portion of the distribution that is includible in income. The effects of such
aggregation are not always clear; however, it could affect the amount of a
withdrawal or an annuity income payment that is taxable and the amount which
might be subject to the 10% penalty tax described above.

In the case of a qualified contract, the tax law requires for all post-1986
contributions and distributions that all individual retirement accounts and
annuities be treated as one contract.

TAXES ON ANNUITY PAYMENTS

Although the tax consequences may vary depending on the form of annuity
selected under the contract, the recipient of Annuity Income payments under the
contract generally is taxed on the portion of such income payments that exceed
the cost basis in the contract. In the case of fixed income payments, like the
annuity Income payments provided under the contract, the exclusion amount is
determined by multiplying (1) the annuity income payment by (2) the ratio of
the investment in the contract, adjusted for any period certain or refund
feature, to the total expected amount of annuity income payments for the term
of the contract (as determined under Treasury Department regulations). Once the
total amount of the investment in the contract is excluded, Annuity Payments
will be fully taxable. If annuity income payments cease because of the death of
the Annuitant and before the total amount of the investment in the contract is
recovered, the unrecovered amount generally will be allowed as a deduction.

                                      31



For qualified contracts, we report the cost basis as zero and each Annuity
Payment is fully taxed unless you have filed an Internal Revenue Service Form
8608 to identify the part of your Purchase Payment that has been previously
taxed.

3.8% TAX ON NET INVESTMENT INCOME

Federal tax law imposes a 3.8% Medicare tax is imposed on the lesser of

  (1) the taxpayer's "net investment income," (from non-qualified annuities,
      interest, dividends, etc., offset by specified allowable deductions), or
  (2) the taxpayer's modified adjusted gross income in excess of a specified
      income threshold ($250,000 for married couples filing jointly, $125,000
      for married couples filing separately, and $200,000 otherwise).

"Net investment income" in item 1 does not include distributions from
tax-qualified plans (i.e., IRAs, Roth IRAs, or arrangements described in Code
Sections 401(a), 403(b), or 457(b)) but such income will increase "modified
adjusted gross income" in item (2).

You should consult your tax advisor regarding the applicability of this tax to
income you would receive under this annuity contract.

10% PENALTY TAX ON EARLY WITHDRAWALS OR DISTRIBUTIONS

A penalty tax equal to 10% of the amount treated as taxable income may be
imposed on distributions. The penalty tax applies to early withdrawals or
distributions. The penalty tax is not imposed on:

(1) distributions made to persons on or after age 59 1/2;

(2) distributions made after death of the Owner;

(3) distributions to a recipient who has become disabled;

(4) distributions in substantially equal installments made for the life of the
    taxpayer or the lives of the taxpayer and a designated second person; or

(5) in the case of qualified contracts, distributions received from the
    rollover of the contracts into another qualified contract or IRA.

We believe that systematic withdrawals under the Systematic Withdrawal Program
would not satisfy the exception to the 10-percent penalty tax described in
(4) above. You should consult your tax advisor before electing to take
systematic withdrawals commencing prior to age 59 1/2.

OTHER TAX INFORMATION

In the case of a qualified contract, a 50% excise tax is imposed on the amount
by which minimum required payments following the death of Owner exceed actual
distributions.

We will withhold and remit to the U.S. Government a part of the taxable portion
of each distribution made under the contract, unless the Owner or Beneficiary
files a written election prior to the distribution stating that he or she
chooses not to have any amounts withheld. Such an election will not relieve you
of the obligation to pay income taxes on the taxable portion of any
distribution.

EXCHANGES OF CONTRACTS

We may issue the contract in exchange for all or part of another annuity or
life insurance contract that you own. Such an exchange will be tax-free if
certain requirements are satisfied. If the exchange is tax-free, your
investment in the contract immediately after the exchange will generally be the
same as that of the contract exchanged. Your Account Value immediately after
the exchange may exceed your investment in the contract. That excess may be
includable in income should amounts subsequently be withdrawn or distributed
from the contract (e.g. as a partial surrender, full surrender, annuity income
payment or death benefit). If you exchange part of an existing contract, the
IRS might treat the two as one annuity contract in certain circumstances. See
"Aggregation of Contracts" above.

In addition, before the Annuity Date, if we agree, you may exchange all (but
not part) of your Account Value for any immediate annuity contract we then
offer. Such an exchange will be tax-free if certain requirements are satisfied.

You should consult your tax advisor in connection with an exchange for or of a
contract.

                                      32



TRANSFER OF A CONTRACT TO OR FROM A REVOCABLE GRANTOR TRUST

A contract owned by a revocable grantor trust may be transferred to a grantor,
and a contract owned by one or two individual(s) may be transferred to a
revocable grantor trust of which the individual(s) is (are) the grantor(s). In
either situation, the Annuitant(s) must remain the same. The federal income tax
treatment of such transfers is unclear. You should consult your tax advisor
before making such a transfer.

FEDERAL ESTATE TAXES

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

GENERATION-SKIPPING TRANSFER TAX

Under certain circumstances, the Code may impose a "generation-skipping
transfer tax" when all or part of an annuity contract is transferred to, or a
death benefit is paid to, an individual two or more generations younger than
the contract owner. Regulations issued under the Code may require us to deduct
the tax from your contract, or from any applicable payment, and pay it directly
to the IRS.

ANNUITY PURCHASE PAYMENTS BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

The discussion above provides general information regarding U.S. federal income
tax consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
the U.S. federal withholding tax on taxable distributions from annuity
contracts at a 30% rate, unless a lower treaty rate applies. In addition,
purchasers may be subject to state and/or municipal taxes and taxes that may be
imposed by the purchaser's country of citizenship or residence. Prospective
purchasers are advised to consult with a qualified tax adviser regarding U.S.,
state, and foreign taxation with respect to an annuity contract purchase.

PUERTO RICO TAX CONSIDERATIONS

The Puerto Rico Internal Revenue Code of 2011 (the "2011 P.R. Code") taxes
distributions from non-qualified annuity contracts differently than in the U.S.
Distributions that are not in the form of an annuity (including partial
surrenders and period certain payments) are treated under the 2011 P.R. Code
first as a return of investment. Therefore, a substantial portion of the
amounts distributed generally will be excluded from gross income for Puerto
Rico tax purposes until the cumulative amount paid exceeds your tax basis. The
amount of income on annuity distributions (payable over your lifetime) is
calculated differently under the 2011 P.R. Code. Since the U.S. source income
generated by a Puerto Rico bona fide resident is subject to U.S. income tax and
the Internal Revenue Service issued guidance in 2004 which indicated that the
income from an annuity contract issued by a U.S. life insurer would be
considered U.S. source income, the timing of recognition of income from an
annuity contract could vary between the two jurisdictions. Although the 2011
P.R. Code provides a credit against the Puerto Rico income tax for U.S. income
taxes paid, an individual may not get full credit because of the timing
differences. You should consult with a personal tax adviser regarding the tax
consequences of purchasing an annuity contract and/or any proposed
distribution, particularly a partial distribution or election to annuitize.

TAX BENEFITS RELATED TO THE ASSETS OF THE SEPARATE ACCOUNT

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

POSSIBLE TAX LAW CHANGES

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

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

                                      33



THE COMPANY'S TAX STATUS

The Company is taxed as a life insurance company under the Code. The earnings
of the Separate Account are taxed as part of our operations, and thus the
Separate Account is not separately taxed as a "regulated investment company"
under the Code. Under the existing federal income tax laws, investment income
and capital gains of the Separate Account are not taxed to the extent they are
applied under a contract. Therefore, we do not expect to incur federal income
taxes on earnings of the Separate Account to the extent the earnings are
credited under the contracts. Based on this, no charge is being made currently
to the Separate Account for our federal income taxes. We will periodically
review the need for a charge to the Separate Account for company federal income
taxes. If the Company is taxed on investment income or capital gains of the
Separate Account, then the company may impose a charge against the Separate
Account in order to provide for such taxes.

Under current laws we may incur state and local taxes (in addition to premium
taxes) in several states. At present, these taxes are not significant and are
not charged against the contracts or the Separate Account. If the amount of
these taxes changes substantially, we may make charges for such taxes against
the Separate Account.

                                      34



11. OTHER INFORMATION

[METLIFE INSURANCE COMPANY OF CONNECTICUT]

[MetLife Insurance Company of Connecticut] (MetLife) is a stock life insurance
company chartered in Connecticut in 1863 and currently subject to the laws of
the State of Delaware. MetLife is licensed to conduct business in all states of
the United States, except New York, and in the District of Columbia, Puerto
Rico, Guam, the U.S. and British Virgin Islands and the Bahamas. The company is
a wholly-owned subsidiary of MetLife, Inc., a publicly-traded company. MetLife,
Inc., through its subsidiaries and affiliates, is a leading provider of
insurance and financial services to individuals and institutional customers.
The company's executive offices are located at 11225 North Community House
Road, Charlotte, NC 28277.

THE SEPARATE ACCOUNT

We have established a Separate Account, MetLife of CT Separate Account Eleven
for Variable Annuities (the SEPARATE ACCOUNT), to hold the assets that underlie
the contracts. The Separate Account was established on November 14, 2002 and is
registered with the Securities and Exchange Commission as a unit investment
trust under the Investment Company Act of 1940, as amended. The Separate
Account is divided into subaccounts.

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

We reserve the right to transfer assets of the Separate Account to another
account, and to modify the structure or operation of the Separate Account,
subject to necessary regulatory approvals. If we do so, we guarantee that the
modification will not affect your Account Value. We are obligated to pay all
money we owe under the contracts--such as death benefits and Annuity
Payments--even if that amount exceeds the assets in the Separate Account. Any
such amount that exceeds the assets in the Separate Account is paid from our
general account. Any such amount under the PGR that exceeds the assets in the
Separate Account are also paid from our general account. Benefit amounts paid
from the general account are subject to our financial strength and
claims-paying ability and our long term ability to make such payments, and are
not guaranteed by any other party. We issue other annuity contracts and life
insurance policies where we pay all money we owe under those contracts and
policies from our general account. MetLife is regulated as an insurance company
under state law, which includes limits on the amount and type of investments in
its general account. However, there is no guarantee that we will be able to
meet our claims-paying obligations; there are risks to purchasing any insurance
product.

The investment adviser to certain of the Investment Options offered with
variable annuity contracts issued through the Separate Account may be regulated
as commodity pool operators. While it does not concede that the Separate
Account is a commodity pool, MetLife has claimed an exclusion from the
definition of the term "commodity pool operator" under the Commodities Exchange
Act ("CEA"), and is not subject to registration or regulation as a pool
operator under the CEA.

DISTRIBUTOR

We have entered into a distribution agreement with our affiliate, MetLife
Investors Distribution Company (Distributor), 1095 Avenue of the Americas, New
York, NY10036, for the distribution of the contracts. Distributor is a member
of the Financial Industry Regulatory Authority (FINRA). FINRA provides
background information about broker-dealers and their registered
representatives through FINRA Broker Check. You may contact the FINRA Broker
Check Hotline at 1-800-289-9999, or log on to www.finra.org. An investor
brochure that includes information describing FINRA Broker Check is available
through the Hotline or on-line.

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

                                      35



SELLING FIRMS

As noted above, Distributor, and in certain cases, we, have entered into
selling agreements with selling firms for the sale of our variable annuity
contracts. All selling firms receive commissions, and they may also receive
some form of non-cash compensation. A selling firm may also receive additional
compensation (described below under "Additional Compensation"). These
commissions and other incentives or payments are not charged directly to
contract Owners or the Separate Account. We intend to recoup commissions and
other sales expenses through fees and charges deducted under the contract or
from our general account. A portion of the payments made to a selling firm may
be passed on to their sales representatives in accordance with a selling firm's
internal compensation programs. Those programs may also include other types of
cash and non-cash compensation and other benefits.

We and Distributor have entered into selling agreements with selling firms that
have an affiliate that acts as investment adviser and/or subadviser to one or
more Investment Options under the contract. These investment advisory firms
include Strategic Advisers, Inc., Fidelity Management & Research Company,
Fidelity Investments Money Management, Inc. and Fidelity Research & Analysis
Company.

COMPENSATION PAID TO A SELLING FIRM. We and Distributor pay compensation to a
selling firm in the form of commissions and may also provide certain types of
non-cash compensation. The maximum commission payable for sales of this
contract by a selling firm is 1.75% of the Purchase Payment.

We may also pay commissions when a contract Owner elects to begin receiving
regular Annuity Payments (see "Annuity Payments--The Annuity Period.")
Distributor may also provide non-cash compensation items that we may provide
jointly with Distributor. Non-cash items include expenses for conference or
seminar trips and certain gifts.

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

ADDITIONAL COMPENSATION. We and Distributor may pay additional compensation to
a selling firm, including marketing allowances, introduction fees, persistency
payments, preferred status fees and industry conference fees. Marketing
allowances are periodic payments to a selling firm based on cumulative periodic
(usually quarterly) sales of the contracts. Introduction fees are payments to a
selling firm in connection with the addition of our products to the selling
firm's line of investment products, including expenses relating to establishing
the data communications systems necessary for the selling firm to offer, sell
and administer our products. Persistency payments are periodic payments based
on Account Values of our variable insurance contracts (including Account Values
of the contracts) or other persistency standards. Preferred status fees are
paid to obtain preferred treatment of the contracts in a selling firm's
marketing programs, which may include marketing services, participation in
marketing meetings, listings in data resources and increased access to their
sales representatives. Industry conference fees are amounts paid to cover in
part the costs associated with sales conferences and educational seminars for
selling firms' sales representatives. See the Statement of Additional
Information for more information.

The amounts of additional compensation discussed above may be significant. The
prospect of receiving, or the receipt of, additional compensation as described
above may provide a selling firm and/or its sales representatives with an
incentive to favor sales of the contracts over other annuity contracts (or
other investments) with respect to which a selling firm does not receive
additional compensation, or lower levels of additional compensation. You may
wish to take such payment arrangements into account when considering and
evaluating any recommendation relating to the contracts. For more information
about any such additional compensation arrangements, ask your registered
representative.

REQUESTS AND ELECTIONS

We will treat your request for a contract transaction, or your submission of a
Purchase Payment, as received by us if we receive a request conforming to our
administrative procedures or a payment at our Annuity Service Office before the
close of regular trading on the New York Stock Exchange on that day. We will
treat your submission of a Purchase Payment as received by us if we receive a
payment at our Annuity Service Office (or a designee receives a payment in
accordance with the designee's administrative procedures) before the close of
regular trading on the New York Stock Exchange on that day. If we receive the
request, or if we (or our designee) receive the payment, after the close of
trading on the New York Stock Exchange on that day, or if the New York Stock
Exchange is not open that day, then the request or payment will be treated as
received on the next day when the New York Stock Exchange is open.

                                      36



Our Annuity Service Office is located at PO Box 10366, Des Moines, IA
50306-0366 (for overnight or express delivery, 4700 Westown Parkway Suite 200,
West Des Moines, IA 50266). If you send your Purchase Payments or transaction
requests to an address other than the one we have designated for receipt of
such Purchase Payments or requests, we may return the Purchase Payment to you,
or there may be a delay in applying the Purchase Payment or transaction to your
contract.

Requests for service may be made:

  .   Through your registered representative
  .   By telephone at (866) 414-3259, between the hours of 7:30AM and 5:30PM
      Central Time Monday through Thursday and 7:30AM and 5:00PM Central Time
      on Friday.
  .   In writing to our Annuity Service Office or
  .   By fax at (515) 457-4400 or
  .   By Internet at [www.metlifeinvestors.com]

All transaction requests must be in a form satisfactory to us. Contact us for
further information. Some selling firms may restrict the ability of their
registered representatives to convey transaction requests by telephone or
Internet on your behalf.

A request or transaction generally is considered in GOOD ORDER if it complies
with our administrative procedures and the required information is complete and
accurate. A request or transaction may be rejected or delayed if not in Good
Order. If you have any questions, you should contact us or your registered
representative before submitting the form or request.

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

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

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

OWNERSHIP

OWNER. You, as the OWNER of the contract, have all the interest and rights
under the contract. These rights include the right to:

  .   change the Beneficiary.
  .   change the Annuitant before the Annuity Date (subject to our underwriting
      and administrative rules).
  .   assign the contract (subject to limitation).
  .   change the Annuity Option before the Annuity Date.
  .   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 and may terminate the Preservation and Growth Rider (see "Living
Benefit--Preservation and Growth Rider--Terminating the PGR").

JOINT OWNER. The contract can be owned by Joint Owners, generally 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.

                                      37



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

ANNUITANT. The ANNUITANT is the natural person(s) on whose life we base Annuity
Payments. You can change the Annuitant at any time prior to the Annuity Date,
unless an Owner is not a natural person. Any reference to Annuitant includes
any Joint Annuitant under an Annuity Option. The Owner and the Annuitant do not
have to be the same person except as required under certain sections of the
Internal Revenue Code.

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 and may terminate the
Preservation and Growth Rider (see "Living Benefit--Preservation and Growth
Rider--Terminating the PGR").

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, 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 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 to meet
its obligations under the contracts.

FINANCIAL STATEMENTS

Our financial statements and the financial statements of the Separate Account,
Exeter Reassurance Company, LTD and MetLife Investors Insurance Company [are to
be updated by amendment.]

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Company

Independent Registered Public Accounting Firm

Custodian

Distribution

Calculation of Performance Information

Annuity Provisions

Tax Status of the Contracts

Financial Statements

                                      38



                      STATEMENT OF ADDITIONAL INFORMATION

          MODIFIED SINGLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

                                   ISSUED BY

         METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR VARIABLE ANNUITIES

                                      AND

                   METLIFE INSURANCE COMPANY OF CONNECTICUT

        METLIFE ACCUMULATION ANNUITY WITH PRESERVATION AND GROWTH RIDER

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED NOVEMBER [  ], 2014, FOR THE
INDIVIDUAL VARIABLE DEFERRED ANNUITY CONTRACT THAT IS DESCRIBED HEREIN.

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS WRITE US AT:
ANNUITY SERVICE CENTER, P.O. BOX 10366, DES MOINES, IA 50306-0366, OR CALL
(866) 414-3259.

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED NOVEMBER [  ], 2014.

SAI-MAA1114



TABLE OF CONTENTS



                                                                Page
                                                             
           THE INSURANCE COMPANY...............................  3
           INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.......  3
           PRINCIPAL UNDERWRITER...............................  4
           DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT...  4
           CALCULATION OF PERFORMANCE INFORMATION..............  5
              Total Return.....................................  5
              Historical Unit Values...........................  5
              Reporting Agencies...............................  6
           ANNUITY PROVISIONS..................................  6
              Fixed Annuity....................................  6
              Legal or Regulatory Restrictions on Transactions.  7
           TAX STATUS OF THE CONTRACTS.........................  7
           FINANCIAL STATEMENTS................................  8


                                      2



THE INSURANCE COMPANY

MetLife Insurance Company of Connecticut is a stock insurance company chartered
in 1863 in Connecticut and continuously engaged in the insurance business since
that time. It is licensed to conduct life insurance business in all states of
the United States except New York, and in the District of Columbia, Puerto
Rico, Guam, the U.S. and British Virgin Islands and the Bahamas. The Company is
a wholly owned subsidiary of MetLife, Inc., a publicly traded company. MetLife,
Inc., through its subsidiaries and affiliates, is a leading provider of
insurance and other financial services to individual and institutional
customers. The Company's Home Office is located at 1300 Hall Boulevard,
Bloomfield, Connecticut 06002-2910.

In 2013, MetLife, Inc. announced its plans to merge the Company, MetLife
Investors Insurance Company (MetLife Investors), MetLife Investors USA
Insurance Company (MetLife Investors USA), and Exeter Reassurance Company, Ltd.
(Exeter Reassurance), to create one larger U.S.-based and U.S.-regulated life
insurance company. MetLife Investors and MetLife Investors USA, like the
Company, are U.S. insurance companies that issue variable insurance products in
addition to other products. Exeter Reassurance is a direct subsidiary of
MetLife, Inc. that mainly reinsures guarantees associated with variable annuity
products issued by U.S. insurance companies that are direct or indirect
subsidiaries of MetLife, Inc. The Company, which is expected to be renamed and
domiciled in Delaware, will be the surviving entity. These mergers are expected
to occur towards the end of 2014, subject to regulatory approvals.

STATE REGULATION. The Company is subject to the laws of the state of
Connecticut governing insurance companies and to regulation by the Insurance
Commissioner of the state of Connecticut (the "Commissioner"). An annual
statement covering the operations of the Company for the preceding year, as
well as its financial condition as of December 31 of such year, must be filed
with the Commissioner in a prescribed format on or before March 1 of each year.
The Company's books and assets are subject to review or examination by the
Commissioner or his agents at all times, and a full examination of its
operations is conducted at least once every four years.

The Company is also subject to the insurance laws and regulations of all other
states in which it is licensed to operate. However, the insurance departments
of each of these states generally apply the laws of the home state
(jurisdiction of domicile) in determining the field of permissible investments.

THE SEPARATE ACCOUNT. The Separate Account meets the definition of a separate
account under the federal securities laws, and complies with the provisions of
the 1940 Act. Additionally, the operations of the Separate Account are subject
to the provisions of Section 38a-433 of the Connecticut General Statutes, which
authorizes the Commissioner to adopt regulations under it. Section 38a-433
contains no restrictions on the investments of the Separate Account, and the
Commissioner has adopted no regulations under the Section that affect the
Separate Account. The Company holds title to the assets of the Separate
Account. The assets are kept physically segregated and are held separate and
apart from the Company's general corporate assets. Records are maintained of
all purchases and redemptions of the Underlying Funds held in each of the
Variable Funding Options.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements and financial highlights comprising each of the
Subaccounts of MetLife of CT Separate Account Eleven for Variable Annuities
included in this Statement of Additional Information, have been audited by [to
be updated by amendment], an independent registered public accounting firm, as
stated in their report appearing herein. Such financial statements and
financial highlights are included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

The consolidated financial statements and related financial statement schedules
of MetLife Insurance Company of Connecticut and subsidiaries, included in this
Statement of Additional Information, have been audited by [to

                                      3



be updated by amendment], an independent registered public accounting firm, as
stated in their report appearing herein. Such financial statements and
financial statement schedules are included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.

The financial statements of Exeter Reassurance Company, LTD ("Exeter"),
included in this Statement of Additional Information, have been audited by [to
be updated by amendment], independent auditors, as stated in their report
appearing herein (which report expresses an unmodified opinion and includes
other matters related to a change in Exeter's presentation of insurance
liabilities and to Exeter being a member of a controlled group). Such financial
statements are included in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

The financial statements of MetLife Investors Insurance Company ("MLI"),
included in this Statement of Additional Information, have been audited by [to
be updated by amendment], independent auditors, as stated in their report
appearing herein (which report expresses an unmodified opinion and includes an
other matter paragraph related to MLI being a member of a controlled group).
Such financial statements are included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

The principal business address of [to be updated by amendment] is [to be
updated by amendment].

PRINCIPAL UNDERWRITER

MetLife Investors Distribution Company ("MLIDC") serves as principal
underwriter for the Separate Account and the Contracts. The offering is
continuous. MLIDC's principal executive offices are located at 1095 Avenue of
the Americas, New York, NY 10036. MLIDC is affiliated with the Company and the
Separate Account.

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT

Information about the distribution of the Contracts is contained in the
prospectus (see "Other Information -- Distribution of the Variable Annuity
Contracts"). Additional information is provided below.

Under the terms of the Distribution and Principal Underwriting Agreement among
the Separate Account, MLIDC and the Company, MLIDC acts as agent for the
distribution of the Contracts and as principal underwriter for the Contracts.
The Company reimburses MLIDC for certain sales and overhead expenses connected
with sales functions.

The following table shows the amount of commissions paid to and the amount of
commissions retained by the Distributor and Principal Underwriter over the past
three years.

UNDERWRITING COMMISSIONS



                         Underwriting
                       Commissions Paid             Amount of
                     to the Distributor by  Underwriting Commissions
          Year            the Company      Retained by the Distributor
          ----       --------------------- ---------------------------
                                     
          2013......      $43,373,276                  $0
          2012......      $35,916,770                  $0
          2011......      $39,198,439                  $0


REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE. We may reduce or eliminate
the withdrawal charge under the Contract when certain sales or administration
of the Contract result in savings or reduced expenses and/or risks. We will not
reduce or eliminate the withdrawal charge where such reduction or elimination
would be unfairly discriminatory to any person.

                                      4



CALCULATION OF PERFORMANCE INFORMATION

Total Return

From time to time, the Company may advertise performance data. Such data will
show the percentage change in the value of an accumulation unit based on the
performance of an investment portfolio over a period of time, usually a
calendar year, determined by dividing the increase (decrease) in value for that
unit by the accumulation unit value at the beginning of the period.

Any such advertisement will include total return figures for the time periods
indicated in the advertisement. Such total return figures will reflect the
deduction of the separate account product charges, the expenses for the
underlying investment portfolio being advertised and any applicable account fee
withdrawal. Premium taxes are not reflected. The deduction of such charges
would reduce any percentage increase or make greater any percentage decrease.

The hypothetical value of a contract purchased for the time periods described
in the advertisement will be determined by using the actual accumulation unit
values for an initial $1,000 purchase payment, and deducting any applicable
account fee and any applicable sales charge to arrive at the ending
hypothetical value. The average annual total return is then determined by
computing the fixed interest rate that a $1,000 purchase payment would have to
earn annually, compounded annually, to grow to the hypothetical value at the
end of the time periods described. The formula used in these calculations is:

   P (1 + T)n = ERV

Where:

   P = a hypothetical initial payment of $1,000

   T = average annual total return

   n = number of years

   
ERV  =   ending redeemable value at the end of the time periods used (or fractional portion thereof) of a
         hypothetical $1,000 payment made at the beginning of the 1, 5 or 10 year periods used.



The Company may also advertise performance data which will be calculated in the
same manner as described above but which will not reflect the deduction of a
withdrawal charge. Premium taxes are not reflected. The deduction of such
charges would reduce any percentage increase or make greater any percentage
decrease.

Owners should note that the investment results of each investment portfolio
will fluctuate over time, and any presentation of the investment portfolio's
total return for any period should not be considered as a representation of
what an investment may earn or what the total return may be in any future
period.

HISTORICAL UNIT VALUES

The Company may also show historical accumulation unit values in certain
advertisements containing illustrations. These illustrations will be based on
actual accumulation unit values.

In addition, the Company may distribute sales literature which compares the
percentage change in accumulation unit values for any of the investment
portfolios against established market indices such as the Standard & Poor's 500
Composite Stock Price Index, the Dow Jones Industrial Average or other
management investment companies which have investment objectives similar to the
investment portfolio being compared. The Standard & Poor's

                                      5



500 Composite Stock Price Index is an unmanaged, unweighted average of 500
stocks, the majority of which are listed on the New York Stock Exchange. The
Dow Jones Industrial Average is an unmanaged, weighted average of thirty blue
chip industrial corporations listed on the New York Stock Exchange. Both the
Standard & Poor's 500 Composite Stock Price Index and the Dow Jones Industrial
Average assume quarterly reinvestment of dividends.

REPORTING AGENCIES

The Company may also distribute sales literature which compares the performance
of the accumulation unit values of the Contracts with the unit values of
variable annuities issued by other insurance companies. Such information will
be derived from the Lipper Variable Insurance Products Performance Analysis
Service, the VARDS Report or from Morningstar.

The Lipper Variable Insurance Products Performance Analysis Service is
published by Lipper Analytical Services, Inc., a publisher of statistical data
which currently tracks the performance of thousands of investment companies.
The rankings compiled by Lipper may or may not reflect the deduction of
asset-based insurance charges. The Company's sales literature utilizing these
rankings will indicate whether or not such charges have been deducted. Where
the charges have not been deducted, the sales literature will indicate that if
the charges had been deducted, the ranking might have been lower.

The VARDS Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service. The VARDS rankings may or may not
reflect the deduction of asset-based insurance charges. In addition, VARDS
prepares risk adjusted rankings, which consider the effects of market risk on
total return performance. This type of ranking may address the question as to
which funds provide the highest total return with the least amount of risk.
Other ranking services may be used as sources of performance comparison, such
as CDA/Weisenberger.

Morningstar rates a variable annuity against its peers with similar investment
objectives. Morningstar does not rate any variable annuity that has less than
three years of performance data.

ANNUITY PROVISIONS

FIXED ANNUITY

A fixed annuity is a series of payments made during the annuity phase which are
guaranteed as to dollar amount by the Company and do not vary with the
investment experience of the Separate Account. The Adjusted Contract Value on
the day immediately preceding the annuity date will be used to determine the
fixed annuity monthly payment. The monthly annuity payment will be based upon
the annuity option elected, the annuitant's age, the annuitant's sex (where
permitted by law), and the appropriate annuity option table. Your annuity rates
will not be less than those guaranteed in your contract at the time of
purchase. If, as of the annuity calculation date, the then current annuity
option rates applicable to this class of contracts provide an annuity payment
greater than that which is guaranteed under the same annuity option under this
contract, the greater payment will be made.

                                      6



LEGAL OR REGULATORY RESTRICTIONS ON TRANSACTIONS

If mandated under applicable law, the Company may be required to reject a
premium payment. The Company may also be required to block a contract owner's
account and thereby refuse to pay any request for transfers, withdrawals,
surrenders, death benefits or continue making annuity payments until
instructions are received from the appropriate regulator.

TAX STATUS OF THE CONTRACTS

Tax law imposes several requirements that variable annuities must satisfy in
order to receive the tax treatment normally accorded to annuity contracts.

DIVERSIFICATION. In order for your Non-Qualified Contract to be considered an
annuity contract for federal income tax purposes, we must comply with certain
diversification standards with respect to the investments underlying the
contract. We believe that we satisfy and will continue to satisfy these
diversification standards. However, the tax law concerning these rules is
subject to change and to different interpretations. Inadvertent failure to meet
these standards may be correctable. Failure to meet these standards would
result in immediate taxation to contract owners of gains under their contracts.
Consult your tax adviser prior to purchase.

If underlying fund shares are sold directly to tax-qualified retirement plans
that later lose their tax-qualified status or to non-qualified plans, the
separate accounts investing in the underlying fund may fail the diversification
requirements of Section 817, which could have adverse tax consequences for
variable contract owners, including losing the benefit of tax deferral.

REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, Section 72(s) of the Code generally requires any
Non-Qualified Contract to contain certain provisions specifying how your
interest in the contract will be distributed in the event of the death of an
owner of the contract (or on the death of, or change in, any primary annuitant
where the contract is owned by a non-natural person). Specifically,
Section 72(s) requires that: (a) if any owner dies on or after the annuity
starting date, but prior to the time the entire interest in the contract has
been distributed, the entire interest in the contract will be distributed at
least as rapidly as under the method of distribution being used as of the date
of such owner's death; and (b) if any owner dies prior to the annuity starting
date, the entire interest in the contract will be distributed within five years
after the date of such owner's death. These requirements will be considered
satisfied as to any portion of an owner's interest which is payable to or for
the benefit of a designated beneficiary and which is distributed over the life
of such designated beneficiary or over a period not extending beyond the life
expectancy of that beneficiary, provided that such distributions begin within
one year of the owner's death. The designated beneficiary refers to a natural
person designated by the owner as a beneficiary and to whom ownership of the
contract passes by reason of death. However, if the designated beneficiary is
the surviving spouse of the deceased owner, the contract may be continued with
the surviving spouse as the new owner.

The Non-Qualified Contracts contain provisions that are intended to comply with
these Code requirements, although no regulations interpreting these
requirements have yet been issued. We intend to review such provisions and
modify them if necessary to assure that they comply with the applicable
requirements when such requirements are clarified by regulation or otherwise.

OTHER RULES MAY APPLY TO QUALIFIED CONTRACTS.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS. Federal tax law requires that
minimum annual distributions begin by April 1st of the calendar year following
the calendar year in which an IRA owner attains age 70  1/2. If you own more
than one individual retirement annuity and/ or account, you may satisfy the
minimum distribution rules on an aggregate basis (i.e., determine the total
amount of required distributions from all IRAs and take the required amount
from any one or more IRAs). Recently promulgated Treasury regulations changed
the distribution requirements; therefore, it is important that you consult your
tax adviser as to the impact of these regulations on your personal situation.

                                      7



The regulations also require that beginning for the 2006 distribution year, the
value of all benefits under a deferred annuity including death benefits in
excess of cash value must be added to the account value in computing the amount
required to be distributed over the applicable period. The new rules are not
entirely clear and you should consult your own tax advisors as to how these
rules affect your own contract. We will provide you with additional information
regarding the amount that is subject to minimum distribution under this new
rule.

If you intend to receive your minimum distributions which are payable over the
joint lives of you and a beneficiary who is not your spouse (or over a period
not exceeding the joint life expectancy of you and your non-spousal
beneficiary), be advised that Federal tax rules may require that payments be
made over a shorter period or may require that payments to the beneficiary be
reduced after your death to meet the minimum distribution incidental benefit
rules and avoid the 50% excise tax. Consult your tax advisor.

MINIMUM DISTRIBUTIONS FOR BENEFICIARIES UPON THE CONTRACT OWNER'S DEATH. Upon
the death of the contract owner and/or annuitant of a Qualified Contract, the
funds remaining in the contract must be completely withdrawn within 5 years
from the date of death (including in a single lump sum) or minimum
distributions may be taken over the life expectancy of the individual
beneficiaries (and in certain situations, trusts for individuals), provided
such distributions are payable at least annually and begin within one year from
the date of death. Special rules apply in the case of an IRA where the
beneficiary is the surviving spouse which allow the spouse to assume the
contract as owner. Alternative rules permit a spousal beneficiary under a
qualified contract, including an IRA, to defer the minimum distribution
requirements until the end of the year in which the deceased spouse would have
attained age 70  1/2 or to rollover the death proceeds to his or her own IRA or
to another eligible retirement plan in which he or she participates.

Under recently enacted legislation, you (and after your death, your designated
beneficiaries) generally did not have to take the required minimum distribution
for 2009. For required minimum distributions following the death of the owner
or annuitant of a Qualified Contract, the five year rule is applied without
regard to calendar year 2009. For instance, if you died in 2009, the five year
period ends in 2015 instead of 2014. The required minimum distribution rules
are complex, so consult with your tax adviser before waiving your 2009 required
minimum distribution payment.

FINANCIAL STATEMENTS

The financial statements and financial highlights comprising each of the
Sub-Accounts of the Variable Account and the consolidated financial statements
of the Company are (to be updated by amendment).

                                      8




                                    PART C

                               OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

The following financial statements comprising each of the Sub-Accounts of the
Separate Account are included in Part B hereof:

1.       Report of Independent Registered Public Accounting Firm.

2.       Statements of Assets and Liabilities as of December 31, 2013.

3.       Statements of Operations for the year ended December 31, 2013.

4.       Statements of Changes in Net Assets for the years ended December 31,
         2013 and 2012.

5.       Notes to the Financial Statements.

The following consolidated financial statements of the Company are included
in Part B hereof:

1.       Independent Auditors' Report.

2.       Consolidated Balance Sheets as of December 31, 2013 and 2012.

3.       Consolidated Statements of Operations for the years ended December 31,
         2013, 2012 and 2011.

4.       Consolidated Statements of Comprehensive Income (Loss) for the years
         ended December 31, 2013, 2012 and 2011.

5.       Consolidated Statements of Stockholder's Equity for the years ended
         December 31, 2013, 2012 and 2011.

6.       Consolidated Statements of Cash Flows for the years ended December 31,
         2013, 2012 and 2011.

7.       Notes to the Consolidated Financial Statements.

The following consolidated financial statements of MetLife Investors Insurance
Company are included in Part B hereof:

1.       Independent Auditors' Report.

2.       Balance Sheets as of December 31, 2013 and 2012.

3.       Statements of Operations for the year ended December 31, 2013, 2012 and
         2011.

4.       Statements of Comprehensive Income (Loss) for the years ended
         December 31, 2013, 2012 and 2011.

5.       Statements of Stockholder's Equity for the years ended December 31,
         2013, 2012 and 2011.

6.       Statements of Cash Flows for the years ended December 31, 2013, 2012
         and 2011.

7.       Notes to the Financial Statements.

The following consolidated financial statements of Exeter Reassurance Company,
Ltd. are included in Part B hereof:

1.       Independent Auditors' Report.

2.       Balance Sheets as of December 31, 2013 and 2012.

3.       Statements of Operations for the years ended December 31, 2013, 2012
         and 2011.

4.       Statements of Comprehensive Income (Loss) for the years ended
         December 31, 2013, 2012 and 2011.

5.       Consolidated Statements of Stockholder's Equity for the years ended
         December 31, 2013, 2012 and 2011.

6.       Consolidated Statements of Cash Flows for the years ended December 31,
         2013, 2012 and 2011.

7.       Notes to the Financial Statements.

The following consolidated financial statements of MetLife Insurance Company of
Connecticut Unaudited Pro Forma Condensed Combined Financial Statements are
included in Part B hereof:

1.       Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31,
         2013.

2.       Unaudited Pro Forma Condensed Combined Statement of Operations for the
         year end December 31, 2013.

3.       Unaudited Pro Forma Condensed Combined Statement of Operations for the
         year end December 31, 2012.

4.       Unaudited Pro Forma Condensed Combined Statement of Operations for the
         year end December 31, 2011.

5.       Notes to the Unaudited Pro Forma Condensed Combined Financial
         Statements.


b. Exhibits

1(a).    Resolution of The Travelers Insurance Company Board of Directors
         authorizing the establishment of the Registrant. (1)

1(b).    Resolution of MetLife Insurance Company of Connecticut Board of
         Directors, dated March 24, 2008, authorizing the combining of MetLife
         of CT Fund BD for Variable Annuitiesinto MetLife of CT Separate Account
         Eleven for Variable Annuities. (2)

2.       Not Applicable

3(a).    Distribution and Principal Underwriting Agreement among the Registrant,
         MetLife Insurance Company of Connecticut and MetLife Investors
         Distribution Company. (3)

3(b).    Agreement and Plan of Merger (10-26-06) (MLIDLLC into MLIDC). (4)

3(c).    Master Retail Sales Agreement (MLIDC). (4)

3(d).    Services Agreement between MetLife Investors Distribution Company and
         MetLife Insurance Company of Connecticut and Amendment No. 1 to
         Services Agreement. (5)

4(i)     Form of Modified Single Premium Deferred Variable Annuity Contract
         (filed herewith)

4(ii)    Form of Contract Schedule ICC14-6-C200-1 (filed herewith)

4(iii)   Form of Contract Schedule (Preservation and Growth Rider)
         ICC14-6-CGMAB-1 (filed herewith)

4(iv)    Form of Roth Individual Retirement Annuity Endorsement ICC14-6-E-5
         (filed herewith)

4(v)     Form of Individual Retirement Annuity Endorsement ICC14-6-E-6 (filed
         herewith)

4(vi)    Form of Non-Qualified Annuity Endorsement ICC14-6-E-7 (filed herewith)

4(vii)   Form of Unisex Annuity Rates Endorsement ICC14-6-E-9 (filed herewith)

4(viii)  Form of Death Benefit Rider ICC14-6-ROP (filed herewith)






5.        Form of Variable Annuity Application MAA (11/14) Fs (filed herewith)


6(a).     Charter of The Travelers Insurance Company, as amended on October 19,
          1994. (7)

6(b).     By-Laws of The Travelers Insurance Company, as amended on October 20,
          1994. (7)

6(c).     Certificate of Amendment, dated February 10, 2006, of the Charter as
          Amended and Restated of The Travelers Insurance Company effective
          May 1, 2006. (8)

6(d).     Certificate of Correction, dated April 4, 2007, to the Certificate of
          Amendment to the Charter of MetLife Insurance Company of Connecticut,
          dated February 10, 2006. (9)

6(e)      Amended and Restated By-Laws of MetLife Insurance Company of
          Connecticut (Formerly known as The Travelers Insurance Company)
          June 1, 2012. (6)

7(a).     Automatic Reinsurance Agreement between MetLife Insurance Company of
          Connecticut and Exeter Reassurance Company, Ltd. (effective April 1,
          2006) (10)

7(b).     Automatic Reinsurance Agreement between MetLife Life and Annuity
          Company of Connecticut and Exeter Reassurance Company, Ltd. (effective
          April 1, 2006) (10)

7(c)(i).  Variable Annuity Death Benefit Reinsurance Agreement Effective June 1,
          1997 between The Travelers Insurance Company and Connecticut General
          Life Insurance Company, Amendment Nos. 1 and 2, and Notice Letter of
          termination of new business. (10)

7(c)(ii). Variable Annuity Death Benefit Reinsurance Agreement Effective June 1,
          1997 between The Travelers Life and Annuity Company and Connecticut
          General Life Insurance Company, Amendment Nos. 1 and 2, and Notice
          Letter of termination of new business. (10)

7(d)(i)   Automatic Annuity Reinsurance Agreement between The Travelers
          Insurance Company and Transamerica Occidental Life Insurance Company
          Effective June 1, 1994, Amendment Nos. 1 through 4, and
          Confidentiality Addendum. (10)

7(d)(ii). Automatic Annuity Reinsurance Agreement between The Travelers Life and
          Annuity Company and Transamerica Occidental Life Insurance Company
          Effective July 1, 1995, Amendment Nos. 1 through 3, and
          Confidentiality Addendum. (10)

7(e)(i)   Automatic Reinsurance Agreement between The Travelers Insurance
          Company and North American Reassurance Company (now known as Swiss Re
          Life Company America) (effective June 1, 1994), and Amendment Nos. 1
          through 6 and Amendment Nos. 8 and 9, Notice Letter termination of new
          business, Amendment Nos. 10 through 21. (10)

7(e)(ii)  Automatic Reinsurance Agreement between The Travelers Life and Annuity
          Company and Swiss Re Life Company America (effective July 1, 1995),
          Amendment Nos. 1 through 4, Amendment Nos. 6 and 7, Notice Letter of
          termination of new business, Amendment Nos. 8 through 11 and Amendment
          Nos. 17 through 19. (10)

7(f)      Service Agreement and Indemnity Combination and Modified Coinsurance
          Agreement of Certain Annuity Contracts between MetLife Insurance
          Company of Connecticut and Metropolitan Life Insurance Company Treaty
          #20176 (effective January 1, 2014). (11)




8.   (i)(a).    Amended and Restated Participation Agreement Among The
                Travelers Insurance Company, Fidelity Distributors Corporation,
                VIP Fund, VIP Fund II and VIP Fund III effective May 1, 2001
                and Amendments to the Amended and Restated Participation
                Agreement (respectively effective May 1, 2003 and
                December 8, 2004.) (12)

        (b)     Amended and Restated Participation Agreement Among The Travelers
                Insurance Company, Fidelity Distributors Corporation, VIP Fund,
                VIP Fund II and VIP Fund III effective May 1, 2001 and
                Amendments to the Amended and Restated Participation Agreement
                (respectively effective October 1, 2005, June 18, 2007 and
                April 28, 2008.) [to be filed in Pre-Effective Amendment]

     (ii).      Summary Prospectus Agreement Among Fidelity Distributors
                Corporation and MetLife Insurance Company of Connecticut
                effective April 30, 2010. (13)

9.              Opinion and Consent of Counsel [to be filed in the initial
                registration statement]

10.             Consent of Independent Registered Public Accounting Firm
                [to be filed in the initial registration statement]


11.             Not Applicable.

12.             Not Applicable.


13.             Powers of Attorney for Eric T. Steigerwalt, Elizabeth M. Forget,
                Gene L. Lunman, Peter M. Carlson and Anant Bhalla (filed
                herewith)

(1)             Incorporated herein by reference to Exhibit 1 to The Travelers
                Fund ABD for Variable Annuities' Registration Statement on
                Form N-4 EL, File Nos. 033-65343/811-07465, filed December 22,
                1995.

(2)             Incorporated herein by reference to Exhibit 1(b) to
                Pre-Effective Amendment No. 1 to MetLife of CT Separate Account
                Eleven for Variable Annuities' Registration Statement on
                Form N-4/A, File Nos.333-152199/811-21262, filed November 20,
                2008.

(3)             Incorporated herein by reference to Exhibit 3(a) to
                Post-Effective Amendment No 1 to MetLife of CT Separate Account
                Eleven for Variable Annuities' Registration Statement on
                Form N-4, File Nos. 333-152199/811-21262, filed April 8, 2009.

(4)             Incorporated herein by reference to Exhibit 3(c)to
                Post-Effective Amendment No. 16 to MetLife of CT Fund ABD for
                Variable Annuities' Registration Statement on Form N-4,
                File Nos. 033-65343/811-07465, filed April 4, 2007.

(5)             Incorporated herein by reference to Exhibit 3(e) to
                Post-Effective Amendment No. 15 to MetLife of CT Fund BD for
                Variable Annuities' Registration Statement on Form N-4,
                File Nos.033-73466/811-08242, filed April 7, 2008.

(6)             Incorporated herein by reference to Exhibit 3(g) to
                Post-Effective Amendment No. 23 to MetLife of CT Separate
                Account Eleven for Variable Annuities' Registration Statement on
                Form N-4, File Nos. 333-101778/811-21262, filed April 3, 2013.

(7)             Incorporated herein by reference to Exhibit 3(a)(i) to the
                registration Statement on Form S-2, File No. 33-58677, filed via
                Edgar on April 18, 1995.

(8)             Incorporated herein by reference to Exhibit 6(c) to
                Post-Effective Amendment No. 14 to The Travelers Fund ABD for
                Variable Annuities' Registration Statement on Form N-4,
                File Nos. 033-65343/811-07465 filed April 6, 2006.

(9)            Incorporated herein by reference to Exhibit 6(d) to
                Post-Effective Amendment No. 11 to MetLife of CT Separate
                Account Nine for Variable Annuities' Registration Statement on
                Form N-4, File Nos. 333-65926/811-09411, filed on October 31,
                2007.

(10)            Incorporated herein by reference to Exhibit 7(b) to
                Post-Effective Amendment No.4 to MetLife of CT Separate Account
                Eleven for Variable Annuities' Registration Statement on
                Form N-4 File Nos.333-152189/811-21262, filed April 4, 2012.

(11)            Incorporated herein by reference to Exhibit 7(d) to
                Post-Effective Amendment No. 24 to MetLife of CT Separate
                Account Eleven for Variable Annuities' Registration Statement on
                Form N-4 File Nos. 333-101778/811-21262, filed on April 4, 2014.

(12)            Incorporated herein by reference to Exhibit 8(o) to
                Post-Effective Amendment No 19 to MetLife of CT Separate Account
                Eleven for Variable Annuities' Registration Statement on
                Form N-4, File Nos. 333-101778/811-21262, filed April 7, 2009.

(13)            Incorporated herein by reference to Exhibit 8(c)(i) to
                Post-Effective Amendment No 3 to MetLife of CT Separate Account
                Eleven for Variable Annuities' Registration Statement on
                Form N-4, File Nos. 333-152189/811-21262, filed April 5, 2011.



ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR




The following are the officers and directors who are engaged directly or
indirectly in activities relating to the Registrant or the variable annuity
contracts offered by the Registrant and the executive officers of the
Company:




Name and Principal Business Address     Positions and Offices with Depositor
                                     
  Eric T. Steigerwalt                   Chairman of the Board, President and Chief
  Gragg Building                        Executive Officer and Director
  11225 North Community House Road
  Charlotte, NC 28277

  Elizabeth M. Forget                   Director and Senior Vice President
  1095 Avenue of the Americas
  New York, NY 10036

  Gene L. Lunman                        Director and Senior Vice President
  Gragg Building
  11225 North Community House Road
  Charlotte, NC 28277

  Anant Bhalla                          Senior Vice President and
  Gragg Building                        Chief Financial Officer
  11225 North Community House Road
  Charlotte, NC 28277

  Peter M. Carlson                      Executive Vice President and
  1095 Avenue of the Americas           Chief Accounting Officer
  New York, NY 10036

  Steven J. Goulart                     Executive Vice President and
  10 Park Avenue                        Chief Investment Officer
  Morristown, NJ 07962

  Richard A. Anzaldua                   General Counsel
  1095 Avenue of the Americas
  New York, NY 10036

  Robin Lenna                           Executive Vice President
  200 Park Avenue, 12th floor
  New York, NY 10166

  Marlene B. Debel                      Senior Vice President and Treasurer
  1095 Avenue of the Americas
  New York, NY 10036

  Jonathan L. Rosenthal                 Senior Vice President and
  10 Park Avenue                        Chief Hedging Ofiicer
  Morristown, NJ 07962

  Roberto Baron                         Senior Vice President and Senior Actuary
  1095 Avenue of the Americas
  New York, NY 10036







Name and Principal Business Address     Positions and Offices with Depositor
                                     
  Steven J. Brash                       Senior Vice President
  227 46th Floor Park Avenue
  New York, NY 10172

  Adam M. Hodes                         Senior Vice President
  1095 Avenue of the Americas
  New York, NY 10036

  Stewart M. Ashkenazy                  Vice President and Senior Actuary and
  1095 Avenue of the Americas           Illustration Actuary
  New York, NY 10036

  Andrew Kaniuk                         Vice President and Senior Actuary
  501 Route 22
  Bridgewater, NJ 08807

  Lisa S. Kuklinski                     Vice President and Senior Actuary
  1095 Avenue of the Americas
  New York, NY 10036

  Mark S. Reilly                        Vice President and Illustration Actuary
  1300 Hall Boulevard
  Bloomfield, CT 06002-2910

  Steven G. Sorrentino                  Vice President and Actuary and
  501 Route 22                          Appointed Actuary
  Bridgewater, NJ 08807

  Robert L. Staffier,  Jr.              Vice President
  One MetLife Plaza
  27-01 Queens Plaza North
  Long Island City, NY  11101

  Jacob M. Jenkelowitz                  Secretary
  1095 Avenue of the Americas
  New York, NY 10036

  S. Peter Headley                      Vice President and Assistant Secretary
  10801 Mastin Boulevard
  Suite 930
  Overland Park, KS 66210

  Christopher A. Kremer                 Vice President and Actuary
  One Financial Center, 21st Floor
  Boston, MA 02111

  Ricardo A. Anzaldua                   General Counsel
  1095 Avenue of the Americas
  New York, NY 10036

  Jason P. Manske                       Senior Vice President and
  10 Park Avenue                        Chief Hedging Officer
  Morristown, NJ 07962







Name and Principal Business Address     Positions and Offices with Depositor
                                     
  Henry K. Sulikowski, Jr.              Vice President and Actuary
  18210 Crane Nest Drive
  Tampa, FL 33647

  Andrew T. Aoyama                      Vice President
  200 Park Avenue
  12th Floor
  New York, NY 10166

  Mark J. Davis                         Vice President
  501 Route 22
  Bridgewater, NJ 08807

  Lynn A. Dumias                        Vice President
  18210 Crane Nest Drive
  Tampa, FL 33647

  Geoffrey A. Fradkin                   Vice President
  501 Route 22
  Bridgewater, NJ 08807

  Judith A. Gulotta                     Vice President
  10 Park Avenue
  Morristown, NJ 07962

  John J Iwanicki                       Vice President
  18210 Crane Nest Drive
  Tampa, FL 33647

  Karen A. Johnson                      Vice President
  One Financial Center, 21st Floor
  Boston, MA 02111

  Derrick L. Kelson                     Vice President
  1200 Abernathy Road
  Suite 1400
  Atlanta, GA 30328

  James W. Koerger                      Vice President
  13045 Tesson Ferry Road
  St. Louis, MO 63128

  Thomas J. Schuster                    Vice President
  200 Park Avenue
  12th Floor
  New York, NY 10166

  Nan D. Tecotzky                       Vice President
  200 Park Avenue
  12th Floor
  New York, NY 10166

  Mark H. Wilsmann                      Vice President
  10 Park Avenue
  Morristown, NJ 07962



ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
         REGISTRANT

   The Registrant is a separate account of MetLife Insurance Company USA under
Delaware insurance law. MetLife Insurance Company USA is a direct subsidiary of
MetLife, Inc., a publicly traded company. The following outline indicates those
entities that are controlled by MetLife, Inc. or are under the common control of
MetLife, Inc. No person is controlled by the Registrant. [MetLife, Inc.
organizational chart to be filed in the initial registration statement.]



           ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND SUBSIDIARIES
                            AS OF March 31, 2014

The following is a list of subsidiaries of MetLife, Inc. updated as of
March 31, 2014. Those entities which are listed at the left margin (labeled
with capital letters) are direct subsidiaries of MetLife, Inc. Unless otherwise
indicated, each entity which is indented under another entity is a subsidiary
of that other entity and, therefore, an indirect subsidiary of MetLife, Inc.
Certain inactive subsidiaries have been omitted from the MetLife, Inc.
organizational listing. The voting securities (excluding directors' qualifying
shares, if any) of the subsidiaries listed are 100% owned by their respective
parent corporations, unless otherwise indicated. The jurisdiction of domicile
of each subsidiary listed is set forth in the parenthetical following such
subsidiary.


A.    MetLife Group, Inc. (NY)

B.    MetLife Home Loans LLC (DE)

C.    Exeter Reassurance Company, Ltd. (DE)

D.    Metropolitan Tower Life Insurance Company (DE)


      1.    EntreCap Real Estate II LLC (DE)

            a)    PREFCO Dix-Huit LLC (CT)

            b)    PREFCO X Holdings LLC (CT)

            c)    PREFCO Ten Limited Partnership (CT) - a 99.9% limited
                  partnership interest of PREFCO Ten Limited Partnership is held
                  by EntreCap Real Estate II LLC and 0.1% general
                  partnership is held by PREFCO X Holdings LLC.

            d)    PREFCO Vingt LLC (CT)

            e)    PREFCO Twenty Limited Partnership (CT) - a 99% limited
                  partnership interest of PREFCO Twenty Limited Partnership is
                  held by EntreCap Real Estate II LLC and 1% general
                  partnership is held by PREFCO Vingt LLC.

     2.     Plaza Drive Properties, LLC (DE)

     3.     MTL Leasing, LLC (DE)

            a)    PREFCO IX Realty LLC (CT)

            b)    PREFCO XIV Holdings LLC (CT)

            c)    PREFCO Fourteen Limited Partnership (CT) -  a 99.9% limited
                  partnership interest of PREFCO Fourteen Limited Partnership
                  is held by MTL Leasing, LLC and 0.1% general partnership is
                  held by PREFCO XIV Holdings LLC.

            d)    1320 Venture LLC (DE)

                  i)  1320 Owner LP (DE) - a 99.9% limited partnership of 1320
                      Owner LP is held by 1320 Venture LLC and 0.1% general
                      partnership is held by 1320 GP LLC.

            e)    1320 GP LLC (DE)

E.    MetLife Chile Inversiones Limitada (Chile) - 70.4345328853% of MetLife
      Chile Inversiones Limitada is owned by MetLife, Inc., 26.6071557459% by
      American Life Insurance Company ("ALICO"), 2.9583113284% is owned by
      Inversiones MetLife Holdco Dos Limitada and 0.0000000404% is owned by
      Natilportem Holdings, Inc.

      1.    MetLife Chile Seguros de Vida S.A. (Chile) - 99.9969% of MetLife
            Chile Seguros de Vida S.A. is held by MetLife Chile Inversiones
            Limitada and 0.0031% by International Technical and Advisory
            Services Limited ("ITAS").

            a)    MetLife Chile Administradora de Mutuos Hipotecarios S.A.
                  (Chile) - 99.99% of MetLife Chile Administradora de Mutuos
                  Hipotecarios S.A.  is held by MetLife Chile Seguros de Vida
                  S.A. and 0.01% is held by MetLife Chile Inversiones Limitada.

      2.    Legal Chile S.A. (Chile) - 51% of Legal Chile S.A. is owned by
            MetLife Chile Inversiones Limitada and the remaining interest is
            owned by a third party.

            a)    Legagroup S.A. (Chile) - 99% of Legagroup S.A. is owned by
                  Legal Chile S.A. and the remaining interest is owned by a
                  third party.

      3.    Inversiones MetLife Holdco Tres Limitada (Chile) - 99.9% of
            Inversiones MetLife Holdco Tres Limitada is owned by MetLife Chile
            Inversiones Limitada and 0.1% is owned by Inversiones MetLife
            Holdco Dos Limitada.

            a)    MetLife Chile Acquisition Co. S.A. (Chile) - 45% of MetLife
                  Chile Acquisition Co. S.A. is owned by Inversiones MetLife
                  Holdco Dos Limitada, 45% is owned by Inversiones MetLife
                  Holdco Tres Limitada and 10% is owned by MetLife Chile
                  Inversiones Limitada.

                  i)    Inversiones Previsionales S.A. (Chile) - 99.999% of
                        Inversiones Previsionales S.A. is owned by MetLife Chile
                        Acquisition Co. S.A. and 0.001% is owned by Inversiones
                        MetLife Holdco Tres Limitada.

                        aa)   AFP Provida S.A. (Chile) - 51.62% of AFP Provida
                              S.A. is owned by Inversiones Previsionales S.A.,
                              21.97% is owned indirectly (by means of ADR) by
                              MetLife Chile Acquisition Co. S.A., 17.79% is
                              owned directly by MetLife Chile Acquisition Co.
                              S.A. and the remainder is owned by third parties.

                              1)    Provida Internacional S.A. (Chile) - 99.99%
                                    of Provida Internacional S.A. is owned by
                                    AFP Provida S.A. and 0.01% by Inversiones
                                    Previsionales S.A.

                                    ii)   AFP Genesis Administradora de Fondos y
                                          Fidecomisos S.A. (Ecuador) - 99.9997%
                                          of AFP Genesis Administradora de
                                          Fondos y Fidecomisos S.A. is owned by
                                          Provida Internacional S.A. and 0.0003%
                                          is owned by Inversiones Previsionales
                                          S.A.

      4.    MetLife Chile Seguros Generales S.A. (Chile) - 99.9% of MetLife
            Chile Seguros Generales, S.A. is owned by MetLife Chile Inversiones
            Limitada and 0.1% is owned by ITAS.

F.    MetLife Securities, Inc. (DE)

G.    Enterprise General Insurance Agency, Inc. (DE)


                                        1



H.    Metropolitan Property and Casualty Insurance Company (RI)

      1.    Metropolitan General Insurance Company (RI)

      2.    Metropolitan Casualty Insurance Company (RI)

      3.    Metropolitan Direct Property and Casualty Insurance Company (RI)

      4.    MetLife Auto & Home Insurance Agency, Inc. (RI)

      5.    Metropolitan Group Property and Casualty Insurance Company (RI)

            a)    Metropolitan Reinsurance Company (U.K.) Limited (United
                  Kingdom)

      6.    Metropolitan Lloyds, Inc. (TX)

            a)    Metropolitan Lloyds Insurance Company of Texas (TX)-
                  Metropolitan Lloyds Insurance Company of Texas, an affiliated
                  association, provides automobile, homeowner and related
                  insurance for the Texas market. It is an association of
                  individuals designated as underwriters. Metropolitan Lloyds,
                  Inc., a subsidiary of Metropolitan Property and Casualty
                  Insurance Company, serves as the attorney-in-fact and manages
                  the association.

      7.    Economy Fire & Casualty Company (IL)

            a)    Economy Preferred Insurance Company (IL)

            b)    Economy Premier Assurance Company (IL)

I.    MetLife Investors Insurance Company (MO)

J.    First MetLife Investors Insurance Company (NY)

K.    Newbury Insurance Company, Limited (DE)

L.    MetLife Investors Group, Inc. (DE)

      1.    MetLife Investors Distribution Company (MO)

      2.    MetLife Advisers, LLC (MA)

                                        2



M.    MetLife International Holdings, Inc. (DE)

      1.    MetLife Mexico Cares, S.A. de C.V. (Mexico)

            a)    Fundacion MetLife Mexico, A.C. (Mexico)

      2.    Natiloportem Holdings, Inc. (DE)

            a)    Excelencia Operativa y Tecnologica, S.A. de C.V. (Mexico)

                  i)   MLA Comercial, S.A. de C.V. (Mexico) 99% is owned by
                       Excelencia Operativa y Tecnologica, S.A. de C.V. and 1%
                       is owned by MetLife Mexico Cares, S.A. de C.V.

                  ii)  MLA Servicios, S.A. de C.V. (Mexico) 99% is owned by
                       Excelencia Operativa y Tecnologica, S.A. de C.V. and 1%
                       is owned by MetLife Mexico Cares, S.A. de C.V.

      3.    PNB MetLife India Insurance Company Limited (India)- 26% is owned
            by MetLife International Holdings, Inc. and 74% is owned by third
            parties.


      4.    Metropolitan Life Insurance Company of Hong Kong Limited (Hong
            Kong)- 99.99935% is owned by MetLife International Holdings, Inc.
            and 0.00065% is owned by Natiloporterm Holdings, Inc.


      5.    MetLife Seguros S.A. (Argentina)- 79.3196% is owned by MetLife
            International Holdings, Inc., 2.6753% is owned by Natiloportem
            Holdings, Inc., 16.2046% by ALICO and 1.8005% by ITAS.


      6.    Metropolitan Life Seguros e Previdencia Privada S.A. (Brazil)-
            66.662% is owned by MetLife International Holdings, Inc.,
            33.337% is owned by MetLife Worldwide Holdings, Inc. and
            0.001% is owned by Natiloportem Holdings, Inc.


      7.    MetLife Global, Inc. (DE)

      8.    MetLife Administradora de Fundos Multipatrocinados Ltda. (Brazil) -
            99.99998% of MetLife Administradora de Fundos Multipatrocinados
            Ltda. is owned by MetLife International Holdings, Inc. and 0.00002%
            by Natiloportem Holdings, Inc.

      9.    MetLife Services Limited (United Kingdom)

      10.   MetLife Seguros de Retiro S.A. (Argentina) - 95.5883% is owned by
            MetLife International Holdings, Inc., 3.1102% is owned by
            Natiloportem Holdings, Inc., 1.3014% by ALICO and 0.0001% by ITAS.

      11.   Best Market S.A. (Argentina) - 5% of the shares are held by
            Natiloportem Holdings, Inc. and 95% is owned by MetLife
            International Holdings Inc.

      12.   Compania Inversora MetLife S.A. (Argentina) - 95.46% is owned by
            MetLife International Holdings, Inc. and 4.54% is owned by
            Natiloportem Holdings, Inc.

            a)    MetLife Servicios S.A. (Argentina) - 18.87% of the shares of
                  MetLife Servicios S.A. are held by Compania Inversora
                  MetLife S.A., 79.88% is owned by MetLife Seguros S.A., 0.99%
                  is held by Natiloportem Holdings, Inc. and 0.26% is held by
                  MetLife Seguros de Retiro S.A.

      13.   MetLife Worldwide Holdings, Inc. (DE)

            a)    MetLife Direct Co., LTD. (Japan)

            b)    MetLife Limited (Hong Kong)

      14.   MetLife International Limited, LLC (DE)

      15.   MetLife Planos Odontologicos Ltda. (Brazil) - 99.999% is owned by
            MetLife International Holdings, Inc. and 0.001% is owned by
            Natiloportem Holdings, Inc.

      16.   MetLife Ireland Holdings One Limited (Ireland)

            a)    MetLife Global Holdings Corporation S.A. de C.V.
                  (Mexico/Ireland) - 98.9% is owned by MetLife Ireland Holdings
                  One Limited and 1.1% is owned by MetLife International
                  Limited, LLC.

                  i)    MetLife Ireland Treasury Limited (Ireland)

                        a)    MetLife General Insurance Limited (Australia)

                        b)    MetLife Insurance Limited (Australia) - 91.16468%
                              of MetLife Insurance Limited (Australia) is owned
                              by MetLife Ireland Treasury Limited and 8.83532%
                              is owned by MetLife Global Holdings Corp. S.A. de
                              C.V.

                              1)    The Direct Call Centre PTY Limited
                                    (Australia)

                              2)    MetLife Investments PTY Limited (Australia)

                                    aa)   MetLife Insurance and Investment Trust
                                          (Australia) - MetLife Insurance and
                                          Investment Trust is a trust vehicle,
                                          the trustee of which is MetLife
                                          Investments PTY Limited ("MIPL"). MIPL
                                          is a wholly owned subsidiary of
                                          MetLife Insurance Limited.

                  ii)   Metropolitan Global Management, LLC (DE/Ireland) - 99.7%
                        is owned by MetLife Global Holdings Corporation S.A. de
                        C.V. and 0.3% is owned by MetLife International
                        Holdings, Inc.

                        a)    MetLife Pensiones Mexico S.A. (Mexico)- 97.4738%
                              is owned by Metropolitan Global Management, LLC
                              and 2.5262% is owned by MetLife International
                              Holdings, Inc.

                        b)    MetLife Mexico Servicios, S.A. de C.V. (Mexico) -
                              98% is owned by Metropolitan Global Management,
                              LLC and 2% is owned by MetLife International
                              Holdings, Inc.

                        c)    MetLife Mexico S.A. (Mexico)- 99.050271% is owned
                              by Metropolitan Global Management, LLC and
                              0.949729% is owned by MetLife International
                              Holdings, Inc.

                              1)    MetLife Afore, S.A. de C.V. (Mexico)- 99.99%
                                    is owned by MetLife Mexico S.A. and 0.01% is
                                    owned by MetLife Pensiones Mexico S.A.

                                    aa)    Met1 SIEFORE, S.A. de C.V. (Mexico)-
                                           99.99% is owned by MetLife Afore,
                                           S.A. de C.V. and 0.01% is owned by
                                           MetLife Mexico S.A.

                                    bb)    Met2 SIEFORE, S.A. de C.V. (Mexico)-
                                           99.99% is owned by MetLife Afore,
                                           S.A. de C.V. and 0.01% is owned by
                                           MetLife Mexico S.A.

                                    cc)    MetA SIEFORE Adicional, S.A. de C.V.
                                           (Mexico)- 99.99% is owned by MetLife
                                           Afore, S.A. de C.V. and 0.01% is
                                           owned by MetLife Mexico S.A.

                                    dd)    Met3 SIEFORE Basica, S.A. de C.V.
                                           (Mexico) - 99.99% is owned by MetLife
                                           Afore, S.A. de C.V. and 0.01% is
                                           owned by MetLife Mexico S.A.

                                    ee)    Met4 SIEFORE, S.A. de C.V. (Mexico) -
                                           99.99% is owned by MetLife Afore,
                                           S.A. de C.V. and 0.01% is owned by
                                           MetLife Mexico S.A.

                                    ff)    Met5 SIEFORE, S.A. de C.V. (Mexico) -
                                           99.99% is owned by MetLife Afore,
                                           S.A. de C.V. and 0.01% is owned by
                                           MetLife Mexico S.A.

                              2)    ML Capacitacion Comercial S.A. de
                                    C.V.(Mexico) - 99% is owned by MetLife
                                    Mexico S.A. and 1% is owned by MetLife
                                    Mexico Cares, S.A. de C.V.

                        d)    MetLife Saengmyoung Insurance Co. Ltd. (also
                              known as MetLife Insurance Company of Korea
                              Limited) (South Korea)- 14.64% is owned by
                              MetLife Mexico, S.A. and 85.36% is owned by
                              Metropolitan Global Management, LLC.

                        e)    GlobalMKT S.A. (Uruguay)

      17.   MetLife Asia Limited (Hong Kong)

N.    Metropolitan Life Insurance Company ("MLIC") (NY)

      1.    334 Madison Euro Investments, Inc. (DE)

      2.    St. James Fleet Investments Two Limited (Cayman Islands)

            a)    Park Twenty Three Investments Company (United Kingdom)

                  i)    Convent Station Euro Investments Four Company (United
                        Kingdom)

                        aa)    OMI MLIC Investments Limited (Cayman Islands)

      3.    CRB Co., Inc. (MA)

      4.    MLIC Asset Holdings II LLC (DE)

            a)    El Conquistador MAH II LLC (DE)

            b)    Mansell Office LLC (DE) - 73.0284% of Mansell Office LLC is
                  owned by MLIC Asset Holdings II LLC and 26.9716% is owned by
                  MLIC CB Holdings LLC.

            c)    Mansell Retail LLC (DE) - 73.0284% of Mansell Retail LLC is
                  owned by MLIC Asset Holdings II LLC and 26.9716% is owned by
                  MLIC CB Holdings LLC.

                                        3



      5.    CC Holdco Manager (DE)

      6.    Alternative Fuel I, LLC (DE)

      7.    Transmountain Land & Livestock Company (MT)

      8.    MetPark Funding, Inc. (DE)

      9.    HPZ Assets LLC (DE)

      10.   Missouri Reinsurance, Inc. (Cayman Islands)

      11.   Metropolitan Tower Realty Company, Inc. (DE)

            a)    Midtown Heights, LLC (DE)

      12.   MetLife Real Estate Cayman Company (Cayman Islands)

      13.   MetLife RC SF Member, LLC (DE)

      14.   MetLife Private Equity Holdings, LLC (DE)

      15.   23rd Street Investments, Inc. (DE)

            a)    MetLife Capital Credit L.P. (DE)- 1% General Partnership
                  interest is held by 23rd Street Investments, Inc. and 99%
                  Limited Partnership interest is held by Metropolitan Life
                  Insurance Company.

            b)    MetLife Capital, Limited Partnership (DE)- 1% General
                  Partnership interest is held by 23rd Street Investments, Inc.
                  and 99% Limited Partnership interest is held by Metropolitan
                  Life Insurance Company.

                  i)    Long Island Solar Farm, LLC ("LISF")(DE) - 9.61%
                        membership interest is held by MetLife Renewables
                        Holding, LLC and 90.39% membership interest is held by
                        LISF Solar Trust in which MetLife Capital Limited
                        Partnership has 100% beneficial interest.

      16.   Hyatt Legal Plans, Inc. (DE)

            a)    Hyatt Legal Plans of Florida, Inc. (FL)

      17.   MetLife Holdings, Inc. (DE)

            a)    MetLife Credit Corp. (DE)

            b)    MetLife Funding, Inc. (DE)

                                        4



      18.   MetLife Investments Asia Limited (Hong Kong)

      19.   MetLife Investments Limited (United Kingdom)- 23rd Street
            Investments, Inc. holds one share of MetLife Investments Limited.

      20.   MetLife Latin America Asesorias e Inversiones Limitada (Chile)- 23rd
            Street Investments, Inc. holds 0.01% of MetLife Latin America
            Asesorias e Inversiones Limitada.

      21.   New England Life Insurance Company (MA)

            a)    New England Securities Corporation (MA)

      22.   General American Life Insurance Company (MO)

            a)    GALIC Holdings LLC (DE)


                                        5



      23.   Corporate Real Estate Holdings, LLC (DE)

      24.   Ten Park SPC (Cayman Islands) - 1% voting control of Ten Park SPC
            is held by 23rd Street Investments, Inc.

      25.   MetLife Tower Resources Group, Inc. (DE)

      26.   Headland-Pacific Palisades, LLC (CA)

      27.   Headland Properties Associates (CA) - 99% is owned by Metropolitan
            Life Insurance Company and 1% is owned by Headland-Pacific
            Palisades, LLC.

      28.   WFP 1000 Holding Company GP, LLC (DE)

      29.   White Oak Royalty Company (OK)

      30.   500 Grant Street GP LLC (DE)

      31.   500 Grant Street Associates Limited Partnership (CT) - 99% of 500
            Grant Street Associates Limited Partnership is held by Metropolitan
            Life Insurance Company and 1% by 500 Grant Street GP LLC.

      32.   MetLife Mall Ventures Limited Partnership (DE) - 99% LP interest of
            MetLife Mall Ventures Limited Partnership is owned by MLIC and 1% GP
            interest is owned by Metropolitan Tower Realty Company, Inc.

            a)   HMS Master Limited Partnership (DE) - 60% LP interest of HMS
                 Master Limited Partnership is owned by MetLife Mall Ventures
                 Limited Partnership. A 40% LP interest is owned by a third
                 party. Metropolitan Tower Realty Company, Inc. is the GP.

                 i)   HMS Southpark Residential LLC (DE)


      33.   MetLife Retirement Services LLC (NJ)

            a)   MetLife Investment Funds Services LLC (NJ)

                 i)   MetLife Associates LLC (DE)

      34.   Euro CL Investments, LLC (DE)

      35.   MEX DF Properties, LLC (DE)

      36.   MSV Irvine Property, LLC (DE) - 4% of MSV Irvine Property, LLC is
            owned by Metropolitan Tower Realty Company, Inc. and 96% is owned
            by Metropolitan Life Insurance Company

      37.   MetLife Properties Ventures, LLC (DE)

            a)   Citypoint Holdings II Limited (United Kingdom)

      38.   Housing Fund Manager, LLC (DE)

            a)   MTC Fund I, LLC (DE) - 0.01% of MTC Fund I, LLC is held by
                 Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the
                 managing member LLC and the remaining interests are held by a
                 third party member.

            b)   MTC Fund II, LLC (DE) - 0.01% of MTC Fund II, LLC is held by
                 Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the
                 managing member LLC and the remaining interests are held by a
                 third party member.

            c)   MTC Fund III, LLC (DE) - 0.01% of MTC Fund III, LLC is held by
                 Housing Fund Manager, LLC. - Housing Fund Manager, LLC is the
                 managing member LLC and the remaining interests are held by a
                 third party member.

      39.   MLIC Asset Holdings LLC (DE)

      40.   85 Broad Street Mezzanine LLC (DE)

            a)   85 Broad Street LLC (DE)

      41.   The Building at 575 Fifth Avenue Mezzanine LLC (DE)

            a)   The Building at 575 Fifth LLC (DE)

      42.   ML Bridgeside Apartments LLC (DE)

      43.   Para-Met Plaza Associates (FL)- 75% of the General Partnership is
            held by Metropolitan Life Insurance Company and 25% of the General
            Partnership is held by Metropolitan Tower Realty Company, Inc.

      44.   MLIC CB Holdings LLC (DE)

      45.   Met II Office Mezzanine LLC, (FL) - 10.4167% of the membership
            interest is owned by Metropolitan Tower Life Insurance Company and
            89.5833% is owned by Metropolitan Life Insurance Company.

            a)   Met II Office LLC (FL)

      46.   The Worthington Series Trust (DE)

      47.   MetLife CC Member, LLC (DE) - 63.415% of MetLife CC Member, LLC is
            held by Metropolitan Life Insurance Company, 17.073% by MetLife
            Investors USA Insurance Company, 14.634% by MetLife Insurance
            Company of Connecticut and 4.878% by General American Life Insurance
            Company.

      48.   Oconee Hotel Company, LLC (DE)

      49.   Oconee Land Company, LLC (DE)

            a)  Oconee Land Development Company, LLC (DE)

            b)  Oconee Golf Company, LLC (DE)

            c)  Oconee Marina Company, LLC (DE)

      50.   1201 TAB Manager, LLC (DE)

      51.   MetLife 1201 TAB Member, LLC (DE) - 69.66% of MetLife 1201 TAB
            Member, LLC is owned by Metropolitan Life Insurance Company, 12.07%
            is owned by MetLife Investors USA Insurance Company, 15.17% is owned
            by MetLife Insurance Company of Connecticut and 3.1% is owned by
            Metropolitan Property and Casualty Insurance Company.

            a)  1201 TAB Owner, LLC (DE) - 50% of 1201 TAB Owner, LLC is owned
                by Metlife 1201 TAB Member, LLC and the remainder is owned by a
                third party. Metlife 1201 TAB Manager, LLC is the manager of
                1201 TAB Owner, LLC.

      52.   MetLife LHH Member, LLC (DE) - 69.23% of MetLife LHH Member, LLC is
            owned by Metropolitan Life Insurance Company, 19.78% is owned by
            MetLife Investors USA Insurance Company and 10.99% is owned by New
            England Life Insurance Company.

      53.   Ashton Southend GP, LLC (DE)

      54.   Tremont Partners, LP (DE) - 99.9% LP interest of Tremont Partners,
            LP is owned by Metropolitan Life Insurance Company and 0.1% GP
            interest is owned by Ashton Southend GP, LLC.

      55.   Riverway Residential, LP (DE) - 99.9% LP interest of Riverway
            Residential, LP is owned by Metropolitan Life Insurance Company and
            0.1% GP interest is owned by Metropolitan Tower Realty Company, Inc.

      56.   10420 McKinley Partners, LP (DE) - 99.9% LP interest of 10420
            McKinley Partners, LP is owned by Metropolitan Life Insurance
            Company and 0.1% GP interest is owned by Metropolitan Tower Realty
            Company, Inc.

      57.   Ardrey Kell Townhomes, LLC (DE)

      58.   Boulevard Residential, LLC (DE)

      59.   465 N. Park Drive, LLC (DE)

      60.   Ashton Judiciary Square, LLC (DE)

      61.   Sandpiper Cove Associates, LLC (DE) - 90.59% membership interest of
            Sandpiper Cove Associates, LLC is owned by MLIC and 9.41% is owned
            by Metropolitan Tower Realty Company.

      62.   1900 McKinney Properties, LP (DE) - 99.9% LP interest of 1900
            McKinney Properties, LP is owned by MLIC and 0.1% GP interest is
            owned by Metropolitan Tower Realty Company, Inc.

      63.   Marketplace Residences, LLC (DE)

      64.   ML Swan Mezz, LLC (DE)

            a)    ML Swan GP, LLC (DE)

      65.   ML Dolphin Mezz, LLC (DE)

            a)    ML Dolphin GP, LLC (DE)

      66.   Haskell East Village, LLC (DE)

      67.   MetLife Cabo Hilton Member, LLC (DE) - 54.129% of MetLife Cabo
            Hilton Member, LLC is owned by MLIC, 16.9% by General American Life
            Insurance Company, 16.9% by MetLife Investors USA Insurance Company
            and 12.071% by MetLife Insurance Company of Connecticut.

      68.   ML Terraces, LLC (DE)

      69.   Chestnut Flats Wind, LLC (DE)

      70.   MetLife 425 MKT Member, LLC (DE)

            a)   425 MKT, LLC (DE) - 52.5% of 425 MKT, LLC is owned by
                 MetLife 425 MKT Member, LLC and 47.5% is owned by a third
                 party. MetLife 425 MKT Member, LLC is the managing member of
                 425 MKT, LLC.

                 i)   425 MKT REIT, LLC (DE) - 99.9% of 425 MKT REIT, LLC is
                      owned by 425 MKT, LLC and the remaining 0.1% by third
                      parties.

      71.   MetLife OFC Member, LLC (DE)

            a)   OFC Boston, LLC (DE) - 52.5% of OFC Boston, LLC is owned by
                 MetLife OFC Member, LLC and 47.5% is owned by a third party.

                 i)   OFC REIT, LLC (DE)

                      1)   Dewey Square Tower Associates, LLC (MA)

      72.   MetLife THR Investor, LLC (DE) - 85% of MetLife THR Investors, LLC
            is owned by MLIC and 15% is owned by MICC.

      73.   ML Southmore, LLC (DE) - 75.12% of ML Southmore, LLC is owned by
            MLIC and 24.88% is owned by MICC.

      74.   ML - AI MetLife Member 1, LLC (DE) - 83.675% of the membership
            interest is owned by MLIC, 5.762% by MICC, 5.762% by MLI USA and
            4.801% by Metropolitan Property and Casualty Insurance Company.

            a)   ML - AI Venture 1, LLC (DE) - 51% of ML-AI Venture 1, LLC is
                 owned by ML-AI MetLife Member 1, LLC and 49% is owned by a
                 third party. MetLife Investment Management, LLC is the asset
                 manager.

                 i)   ML-AI 125 Wacker, LLC (DE)

      75.   MetLife CB W/A, LLC (DE)

      76.   MetLife Camino Ramon Member, LLC (DE) - 78.6% of MetLife Camino
            Ramon Member, LLC is owned by MLIC and 21.4% is owned by MICC.

      77.   10700 Wilshire, LLC (DE)

      78.   Viridian Miracle Mile, LLC (DE)

      79.   MetLife Canada Solar ULC (Canada)

      80.   MetLife 555 12th Member, LLC (DE) - MetLife 555 12th Member, LLC is
            owned at 69.4% by MLIC, 20.2% by MICC, 5.4% by GALIC and 5% by MLI
            USA.

            a)   555 12th, LLC (DE) - 52.5% of 555 12th, LLC is owned by MetLife
                 555 12th Member, LLC and the remainder by a third party.

                 i)   555 12 REIT, LLC (DE)

O.    MetLife Capital Trust IV (DE)

P.    MetLife Insurance Company of Connecticut ("MICC") (CT) - 86.72% is owned
      by MetLife, Inc. and 13.28% by MetLife Investors Group, Inc.

      1.    MetLife Property Ventures Canada ULC (Canada)

      2.    Pilgrim Alternative Investments Opportunity Fund III Associates, LLC
            (CT) - 67% is owned by MetLife Insurance Company of Connecticut and
            33% is owned by third party.

      3.    Metropolitan Connecticut Properties Ventures, LLC (DE)

      4.    MetLife Canadian Property Ventures LLC (NY)

      5.    Euro TI Investments LLC (DE)

      6.    Greenwich Street Investments, L.L.C. (DE)

            a)    Greenwich Street Capital Offshore Fund, Ltd. (Virgin
                  Islands)

            b)    Greenwich Street Investments, L.P. (DE)

      7.    One Financial Place Corporation (DE) - 100% is owned in the
            aggregate by MetLife Insurance Company of Connecticut.

      8.    Plaza LLC (CT)

      9.    TIC European Real Estate LP, LLC (DE)

      10.   MetLife European Holdings, LLC (DE)

            a)    MetLife Assurance Limited (United Kingdom)

      11.   Travelers International Investments Ltd. (Cayman Islands)

      12.   Euro TL Investments LLC (DE)

      13.   Corrigan TLP LLC (DE)

      14.   TLA Holdings LLC (DE)

            a)    The Prospect Company (DE)

      15.   TRAL & Co. (CT) - TRAL & Co. is a general partnership. Its partners
            are MetLife Insurance Company of Connecticut and Metropolitan Life
            Insurance Company.

      16.   MetLife Investors USA Insurance Company ("MLI USA") (DE)

            a)    MetLife Renewables Holding, LLC (DE)

                  i)    Greater Sandhill I, LLC (DE)

      17.   TLA Holdings II LLC (DE)

      18.   TLA Holdings III LLC (DE)

      19.   MetLife Greenstone Southeast Venture, LLC (DE) - 95% of MetLife
            Greenstone Southeast Venture, LLC is owned by MetLife Insurance
            Company of Connecticut and 5% is owned by Metropolitan Connecticut
            Properties Ventures, LLC.

            a)    MLGP Lakeside, LLC (DE)

      20.   Sino-US United MetLife Insurance Co., Ltd. (China) - Sino-US United
            MetLife Insurance Co., Ltd. is owned at 27.8% by MICC, 22.2% by MLIC
            and 50% by a third party.

Q.    MetLife Reinsurance Company of South Carolina (SC)

R.    MetLife Investment Management, LLC (DE)

      1.   MetLife Alternatives GP, LLC (DE)

           a)   MetLife International PE Fund I, LP (Cayman Islands) - 92.593%
                of the Limited Partnership interests of this entity is owned by
                MetLife Alico Life Insurance K.K., 4.115% is owned by MetLife
                Mexico S.A., 2.716% is owned by MetLife Limited (Hong Kong) and
                the remaining 0.576% is owned by Metropolitan Life Insurance
                Company of Hong Kong Limited.

           b)   MetLife International PE Fund II, LP (Cayman Islands)

           c)   MetLife International HF Partners, LP (Cayman Islands) - The
                General Partnership Interests of MetLife International HF
                Partners, LP is held by MetLife Alternatives GP, LLC; 91.49% of
                the Limited Partnership Interests is owned by MetLife Alico
                Life Insurance K.K. and 8.51% is owned by MetLife Insurance
                Company of Korea Limited.

      2.   MetLife Loan Asset Management LLC (DE)

      3.   MetLife Core Property Fund GP, LLC (DE)

           a)   MetLife Core Property Fund, LP (DE) - MetLife Core Property Fund
                GP, LLC is the general partner of MetLife Core Property Fund, LP
                (the "Fund"). A substantial majority of the limited partnership
                interests in the Fund are held by third parties. The following
                affiliates hold a minority share of the limited partnership
                interests in the Fund: Metropolitan Life Insurance Company owns
                23.7%, General American Life Insurance Company owns 0.1% and
                MetLife Insurance Company of Connecticut owns 0.2%.

                i)   MetLife Core Property REIT, LLC (DE)

                     aa)   MetLife Core Property Holdings, LLC (DE) - MetLife
                           Core Property Holdings, LLC holds the following
                           single-property limited liability companies: MCP 7
                           Riverway, LLC; MCP SoCal Industrial-Redondo, LLC; MCP
                           SoCal Industrial-Springdale, LLC; MCP SoCal
                           Industrial-Concourse, LLC; MCP SoCal
                           Industrial-Kellwood, LLC; MCP SoCal
                           Industrial-Bernado, LLC; MCP SoCal Industrial-Canyon,
                           LLC; MCP SoCal Industrial-Anaheim, LLC; MCP SoCal
                           Industrial-LAX, LLC; MCP SoCal Industrial-Fullerton,
                           LLC; MCP SoCal Industrial-Ontario, LLC; MCP SoCal
                           Industrial-Loker, LLC; MCP Paragon Point, LLC; MCP
                           4600 South Syracuse, LLC; MCP The Palms Doral, LLC;
                           MCP Waterford Atrium, LLC; MCP EnV Chicago, LLC; MCP
                           100 Congress, LLC; MCP 1900 McKinney, LLC; MCP 550
                           West Washington, LLC; MCP Main Street Village, LLC;
                           MCP Lodge At Lakecrest, LLC and MCP Ashton South End,
                           LLC

S.    MetLife Standby I, LLC (DE)

      1.   MetLife Exchange Trust I (DE)

T.    MetLife Services and Solutions, LLC (DE)

      1.   MetLife Solutions Pte. Ltd. (Singapore)

           a)    MetLife Services East Private Limited (India)

           b)    MetLife Global Operations Support Center Private Limited
                 (India) - 99.99999% is owned by MetLife Solutions Pte. Ltd. and
                 0.00001% is owned by Natiloportem Holdings, Inc.

U.    SafeGuard Health Enterprises, Inc. (DE)

      1.   MetLife Health Plans, Inc. (DE)

      2.   SafeGuard Health Plans, Inc. (CA)

      3.   SafeHealth Life Insurance Company (CA)

      4.   SafeGuard Health Plans, Inc. (FL)

      5.   SafeGuard Health Plans, Inc. (NV)

      6.   SafeGuard Health Plans, Inc. (TX)

V.    MetLife Capital Trust X (DE)

W.    Cova Life Management Company (DE)

X.    MetLife Reinsurance Company of Charleston (SC)

Y.    MetLife Reinsurance Company of Vermont (VT)

Z.    Delaware American Life Insurance Company (DE)

AA.   Federal Flood Certification LLC (TX)

AB.   American Life Insurance Company (ALICO) (DE)

      1.    MetLife ALICO Life Insurance K.K. (Japan)

               a)  Communication One Kabushiki Kaisha (Japan)

               b)  Financial Learning Kabushiki Kaisha (Japan)

      2.    MetLife Global Holding Company I GmbH (Swiss I) (Switzerland)

               a)  MetLife Global Holding Company II GmbH (Swiss II)
                   (Switzerland)

                   i)  MetLife Emeklilik ve Hayat A.S. (Turkey) - 99.9788% of
                       MetLife Emeklilik ve Hayat A.S. is owned by Metlife
                       Global Holding Company II GmbH (Swiss II) and the
                       remainder by third parties.

                   ii) ALICO European Holdings Limited (Ireland)

                       aa) ZAO Master D (Russia)

                           1) Closed Joint Stock Company MetLife Insurance
                              Company (Russia) - 51% of Closed Joint Stock
                              Company MetLife Insurance Company is owned by ZAO
                              Master D and 49% is owned by MetLife Global
                              Holding Company II GmbH.

                   iii) MetLife EU Holding Company Limited (Ireland)

                       aa) MetLife Europe Limited (Ireland) - 93% of MetLife
                           Europe Limited is owned by MetLife EU Holding Company
                           Limited and 7% is owned by ALICO.

                           1. MetLife Pension Trustees Limited (United Kingdom)

                       bb) Agenvita S.r.l. (Italy)

                       cc) MetLife Europe Insurance Limited (Ireland)- 93% of
                           MetLife Europe Insurance Limited is owned by MetLife
                           EU Holding Company Limited and 7% is owned by ALICO.

                       dd) MetLife Europe Services Limited (Ireland)

                       ee) MetLife Insurance Limited (United Kingdom)

                       ff) MetLife Limited (United Kingdom)

                       gg) MetLife Services, Sociedad Limitada (Spain)

                       hh) MetLife Insurance S.A./NV (Belgium) - 99.999% of
                           MetLife Insurance S.A./NV is owned by MetLife EU
                           Holding Company Limited and 0.001% is owned by
                           Natilportem Holdings, Inc.

                       ii) MetLife Solutions S.A.S. (France)

                       jj) Metlife Biztosito Zrt. (Hungary)

                           1) First American-Hungarian Insurance Agency Limited
                              (Hungary)

                       kk) Metropolitan Life Asigurari S.A. (Romania) -
                           99.9982018% of Metropolitan Life Asigurari S.A. is
                           owned by MetLife EU Holding Company Limited and the
                           remaining 0.0017982% is owned by International
                           Technical and Advisory Services Limited.

                           1) ALICO Societate de Administrare a unui Fond de
                              Pensii Administrat Privat S.A. (Romania) -
                              99.9748% of ALICO Societate de Administrare a unui
                              Fond de Pensii Administrat Privat S.A. is owned by
                              ALICO Asigurari Romania S.A. and 0.0252% is owned
                              by AMPLICO Services Sp z.o.o.

                           2) Metropolitan Training and Consulting S.R.L.
                              (Romania)

                           3) APF Societate de Administrare a Fondurilor De
                              Pensii Facultative (APF) (Romania) - 99.99% of
                              APF is owned by Metropolitan Life Asigurari S.A.
                              and 0.01% is owned by ITAS Limited.

                       ll) MetLife AMSLICO poist'ovna, a.s. (Slovakia)

                           1) ALICO Services Central Europe s.r.o. (Slovakia)

                           2) ALICO Funds Central Europe sprav. spol., a.s.
                              (Slovakia)

                       mm) MetLife pojist'ovna a.s. (Czech Republic)

                       nn) AMPLICO Life-First American Polish Life Insurance &
                           Reinsurance Company, S.A. (Poland)

                           a) Amplico Services Sp z.o.o. (Poland)

                           b) AMPLICO Towartzystwo Funduszy Inwestycyjnych,
                              S.A. (Poland)

                           c) AMPLICO Powszechne Towartzystwo Emerytalne S.A.
                              (Poland) - 50% of AMPLICO Powszechne Towarzystwo
                              Emerytalne S.A. is owned by AMPLICO Life-First
                              American Polish Life Insurance & Reinsurance
                              Company, S.A. and the remaining 50% is owned by
                              MetLife EU Holding Company Limited.

                       oo) MetLife Holdings (Cyprus) Limited (Cyprus)

                           a) American Life Insurance Company (Cyprus) Limited
                              (Cyprus)

                       pp) ALICO Bulgaria Zhivotozastrahovatelno Druzhestvo EAD
                           (Bulgaria)

                       qq) MetLife Alico Life Insurance Company S.A. (Greece)

                           a) ALICO Mutual Fund Management Company (Greece) -
                              90% of ALICO Mutual Fund Management Company is
                              owned by MetLife Alico Life Insurance Company S.A.
                              (Greece) and the remaining interests are owned by
                              third parties.

      3.    Pharaonic American Life Insurance Company (Egypt) - 84.125% of
            Pharaonic American Life Insurance Company is owned by ALICO and the
            remaining interests are owned by third parties.

      4.    American Life Insurance Company (Pakistan) Ltd. (Pakistan) - 81.96%
            of American Life Insurance Company (Pakistan) Ltd. is owned by ALICO
            and the remaining interests are owned by third parties.

      5.    International Investment Holding Company Limited (Russia)

      6.    MetLife Akcionarsko Drustvo za Zivotno Osiguranje (Serbia) -
            99.98% of MetLife Akcionarska Drustvoza za Zivotno Osiguranje is
            owned by ALICO and the remaining 0.02% is owned by International
            Technical and Advisory Services Limited.

      7.    ALICO Management Services Limited (United Kingdom)

      8.    ZEUS Administration Services Limited (United Kingdom)

      9.    ALICO Trustees U.K. Ltd. (United Kingdom) - 50% of ALICO Trustees
            U.K. Ltd. is owned by ALICO and the remaining interest is owned by
            International Technical and Advisory Services Limited.

      10.   PJSC MetLife (Ukraine) - 99.9988% of PJSC ALICO Ukraine is
            owned by ALICO 0.0006% is owned by International Technical and
            Advisory Services Limited and the remaining 0.0006% is owned by
            Borderland Investment Limited.

      11.   Borderland Investment Limited (USA-Delaware)

            a)    ALICO Hellas Single Member Limited Liability Company (Greece)

      12.   International Technical and Advisory Services Limited (ITAS)
            (USA-Delaware)

      13.   ALICO Operations Inc. (USA-Delaware)

            a)    MetLife Asset Management Corp. (Japan)

      14.   MetLife Colombia Seguros de Vida S.A. (Colombia) - 94.9899823% of
            MetLife Colombia Seguros de Vida S.A. is owned by ALICO, 5.0100106%
            is owned by International Technical and Advisory Services Limited
            and the remaining interests are owned by third parties.

      15.   MetLife Mas, S.A. de C.V. (Mexico) - 99.9997546% of MetLife Mas,
            SA de CV is owned by ALICO and 0.0002454% is owned by International
            Technical and Advisory Services Limited.

      16.   MetLife Seguros S.A. (Uruguay) - 74.9187% of MetLife Seguros S.A. is
            owned by ALICO, 25.0798% by MetLife, Inc. and 0.0015% by a third
            party (Oscar Schmidt).

      17.   ALICO Properties, Inc. (USA-Delaware) - 51% of ALICO Properties,
            Inc. is owned by ALICO and the remaining interests are owned by
            third parties.

            a)    Global Properties, Inc. (USA-Delaware)

      18.   Alpha Properties, Inc. (USA-Delaware)

      19.   Beta Properties, Inc. (USA-Delaware)

      20.   Delta Properties Japan, Inc. (USA-Delaware)

      21.   Epsilon Properties Japan, Inc. (USA-Delaware)

      22.   Iris Properties, Inc. (USA-Delaware)

      23.   Kappa Properties Japan, Inc. (USA-Delaware)

AC.   MetLife Global Benefits, Ltd. (Cayman Islands)

AD.   Inversiones Metlife Holdco Dos Limitada (Chile) - 99.999338695% of
      Inversiones MetLife Holdco Dos Limitada is owned by MetLife, Inc.,
      0.00065469% is owned by MetLife International Holdings, Inc. and
      0.000006613% is owned by Natiloportem.

AE.   MetLife Consumer Services, Inc. (DE)

AF.   MetLife Reinsurance Company of Delaware (DE)

1) The voting securities (excluding directors' qualifying shares, if any) of
each subsidiary shown on the organizational chart are 100% owned by their
respective parent corporation, unless otherwise indicated.

2) The Metropolitan Money Market Pool and MetLife Intermediate Income Pool are
pass-through investment pools, of which Metropolitan Life Insurance Company
and/or its subsidiaries and/or affiliates are general partners.

3) The MetLife, Inc. organizational chart does not include real estate joint
ventures and partnerships of which MetLife, Inc. and/or its subsidiaries is an
investment partner. In addition, certain inactive subsidiaries have also been
omitted.

4) MetLife Services EEIG is a cost-sharing mechanism used in the EU for EU-
affiliated members.

                                        6




ITEM 27. NUMBER OF CONTRACT OWNERS


    As of April 30, 2014, there were 236,458 owners of qualified contracts and
57,845 owners of non-qualified contracts offered by the Registrant (MetLife
of CT Separate Account Eleven for Variable Annuities).


ITEM 28. INDEMNIFICATION

   The Depositor's parent, MetLife, Inc. has secured a Financial Institutions
Bond in the amount of $50,000,000, subject to a $5,000,000 deductible. MetLife,
Inc. also maintains a Directors and Officers Liability and Corporate
Reimbursement Insurance Policy with limits of $400 million under which the
Depositor and MetLife Investors Distribution Company, the Registrant's
underwriter (the "underwriter"), as well as certain other subsidiaries of
MetLife are covered. A provision in Metlife, Inc.'s by-laws provides for the
indemnification (under certain circumstances) of individuals serving as
directors or officers of certain organizations, including the Depositor and the
Underwriter.

   A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which would involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived
any improper personal benefit. The foregoing sentence notwithstanding, if the
Delaware General Corporation Law hereafter is amended to authorized further




limitations of the liability of a director of a corporation, then a director of
the corporation, in addition to the circumstances in which a director is not
personally liable as set forth in the preceding sentence, shall be held free
from liability to the fullest extent permitted by the Delaware General
Corporation Law as so amended. Any repeal or modification of the foregoing
provisions of this Article 7 by the stockholders of the corporation shall not
adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.

   Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors and officers or controlling persons of the
Company pursuant to the foregoing, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.

ITEM 29. PRINCIPAL UNDERWRITERS

     (a) MetLife Investors Distribution Company is the principal underwriter
         for the following investment companies (other than Registrant):


Met Investors Series Trust
MetLife Investors USA Variable Life Account A
MetLife Investors Variable Annuity Account One
MetLife Investors Variable Life Account One
First MetLife Investors Variable Annuity Account One
General American Separate Account Eleven
General American Separate Account Twenty-Eight
General American Separate Account Twenty-Nine
General American Separate Account Two
Security Equity Separate Account Twenty-Six
Security Equity Separate Account Twenty-Seven
MetLife of CT Separate Account QPN for Variable Annuities
MetLife of CT Fund UL for Variable Life Insurance
MetLife of CT Fund UL III for Variable Life Insurance
Metropolitan Life Variable Annuity Separate Account II
Metropolitan Life Separate Account E
Metropolitan Life Separate Account UL
Paragon Separate Account A
Paragon Separate Account B
Paragon Separate Account C
Paragon Separate Account D
Metropolitan Series Fund
Metropolitan Tower Life Separate Account One
Metropolitan Tower Life Separate Account Two
New England Life Retirement Investment Account
New England Variable Annuity Fund I
New England Variable Annuity Separate Account
New England Variable Life Separate Account
Separate Account No. 13S

     (b) MetLife Investors Distribution Company is the principal underwriter
         for the Contracts. The following persons are the officers and
         directors of MetLife Investors Distribution Company. The principal
         business address for MetLife Investors Distribution Company is
         1095 Avenue of the Americas, New York, NY 10036.








NAME AND PRINCIPAL BUSINESS ADDRESS   POSITIONS AND OFFICES WITH UNDERWRITER
-----------------------------------   -------------------------------------------------------------------

                                   
Elizabeth M. Forget                   Director and President
1095 Avenue of the Americas
New York, NY 10036

Paul A. LaPiana                       Director and Executive Vice President, National Sales Manager-Life
Gragg Building
11225 North Community House Road
Charlotte, NC 28277

Jay S. Kaduson                        Senior Vice President
Gragg Building
11225 North Community House Road
Charlotte, NC 28277

Andrew Aiello                        Senior Vice President, Channel Head-National Accounts
Gragg Building
11225 North Community House Road
Charlotte, NC 28277










NAME AND PRINCIPAL BUSINESS ADDRESS   POSITIONS AND OFFICES WITH UNDERWRITER
-----------------------------------   -------------------------------------------

                                   
Tyla L. Reynolds                      Vice President and Secretary
600 North King Street
Wilmington, DE 19801

Marlene B. Debel                      Treasurer
1095 Avenue of the Americas
New York, NY 10036

John G. Martinez                      Vice President and Chief Financial Officer
18210 Crane Nest Dr.
Tampa, FL 33647

John Peter Kyne, III                  Vice President, Director of Compliance
Gragg Building
11225 North Community House Road
Charlotte, NC 28277

David DeCarlo                         Vice President
5 Park Plaza, Suite 1900
Irvine, CA 92614

Paul M. Kos                           Vice President
5 Park Plaza, Suite 1900
Irvine, CA 92614




     (c) Compensation from the Registrant. The following commissions and other
         compensation were received by the Distributor, directly or indirectly,
         from the Registrant during the Registrant's last fiscal year:





                 (1)                          (2)             (3)          (4)         (5)
                                        Net Underwriting
                                         Discounts And   Compensation   Brokerage     Other
Name of Principal Underwriter             Commissions    On Redemption Commissions Compensation
-----------------------------           ---------------- ------------- ----------- ------------
                                                                       
MetLife Investors Distribution Company    $43,373,276         $0           $0
$0







ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

   The following companies will maintain possession of the documents required
by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder:

   (a) MetLife Insurance Company of Connecticut, 1300 Hall Boulevard,
Bloomfield, CT 06002-2910


   (b) Fidelity 82 Devonshire Street, Boston, MA 02109


ITEM 31. MANAGEMENT SERVICES

   Not Applicable.

ITEM 32. UNDERTAKINGS

   a. Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than sixteen
(16) months old for so long as payment under the variable annuity contracts may
be accepted.

   b. Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard or similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.

   c. Registrant hereby undertakes to deliver any Statement of Additional




Information and any financial statement required to be made available under
this Form promptly upon written or oral request.

                                REPRESENTATIONS

   The MetLife Insurance Company of Connecticut hereby represents:

   (a) That the aggregate charges under the Contracts of the Registrant
described herein are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by MetLife Insurance
Company of Connecticut.



                                   SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the registrant has caused this Registration Statement to be signed on its
behalf, in the City of Boston, and Commonwealth of Massachusetts, on this 24th
day of July, 2014.

                                    METLIFE OF CT SEPARATE ACCOUNT ELEVEN FOR
                                               VARIABLE ANNUITIES
                                                  (Registrant)

                                    By: METLIFE INSURANCE COMPANY OF CONNECTICUT

                                    By:          /s/ Karen A. Johnson
                                        ----------------------------------------
                                            Karen A. Johnson, Vice President


                                    By: METLIFE INSURANCE COMPANY OF CONNECTICUT
                                                   (Depositor)

                                    By:          /s/ Karen A. Johnson
                                        ----------------------------------------
                                            Karen A. Johnson, Vice President



     As required by the Securities Act of 1933 this registration statement has
been signed by the following persons in the capacities indicated on this 24th
day of July 2014.

/s/ Eric T. Steigerwalt*               Chairman of the Board, President, Chief
------------------------------------   Executive Officer and a Director
Eric T. Steigerwalt

/s/ Anant Bhalla*                      Senior Vice President and Chief Financial
------------------------------------   Officer
Anant Bhalla

/s/ Peter M. Carlson*                  Executive Vice President and Chief
------------------------------------   Accounting Officer
Peter M. Carlson

/s/ Elizabeth M. Forget*               Director and Senior Vice President
------------------------------------
Elizabeth M. Forget

/s/ Gene L. Lunman*                    Director and Senior Vice President
------------------------------------
Gene L. Lunman

*By: /s/ Michele H. Abate
     ------------------------------------
     Michele H. Abate, Attorney-In-Fact
     July 24, 2014

*  MetLife Insurance Company of Connecticut. Executed by Michele H. Abate,
   Esquire on behalf of those indicated pursuant to powers of attorney filed
   herewith.



                               Index to Exhibits

      
4(i)     Form of Modified Single Premium Deferred Variable Annuity Contract

4(ii)    Form of Contract Schedule

4(iii)   Form of Contract Schedule (Preservation and Growth Rider)

4(iv)    Form of Roth Individual Retirement Annuity Endorsement

4(v)     Form of Individual Retirement Annuity Endorsement

4(vi)    Form of Non-Qualified Annuity Endorsement

4(vii)   Form of Unisex Annuity Rates Endorsement

4(viii)  Form of Death Benefit Rider

5        Form of Variable Annuity Application

13       Powers of Attorney

EX-99.4(I)

                                 [METLIFE LOGO]
                    METLIFE INSURANCE COMPANY OF CONNECTICUT
                              [1300 Hall Boulevard
                              Bloomfield, CT 06002
                                 Company Phone #]
                                [www.metlife.com]

METLIFE INSURANCE COMPANY OF CONNECTICUT (referred to as "We, Us and Our") will
make Annuity Payments as described in this Contract beginning on the Annuity
Date.

This Contract is issued in return for the payment of the Purchase Payment.

FREE LOOK PROVISION - RIGHT TO CANCEL
This Contract may be returned for any reason within [10] days after you receive
it by mailing or delivering the Contract to either Us at the Annuity Service
Office or to the agent of the Company. Return of this Contract by mail is
effective on being postmarked, properly addressed and postage prepaid. We will
promptly refund your Account Value, plus the sum of all fees and charges
deducted from the Purchase Payment as of the Business Day we receive your
Contract. Your Account Value may be more or less than your Purchase Payment.

Signed for the Company.

 [/s/ Jacob M. Jenkelowitz]                           [/s/ Eric Steigerwalt]
        [Secretary]                                        [President]

INDIVIDUAL MODIFIED SINGLE PURCHASE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT
                             NONPARTICIPATING
                         READ YOUR CONTRACT CAREFULLY

     THIS CONTRACT CONTAINS A BENEFIT THAT CAN WAIVE THE WITHDRAWAL CHARGE.

CONTRACT VALUES AND BENEFITS BASED ON SEPARATE ACCOUNT ASSETS ARE NOT GUARANTEED
AND WILL DECREASE OR INCREASE WITH INVESTMENT EXPERIENCE.

ICC14-6-200-1



TABLE OF CONTENTS



                                                                             Page
                                                                             ----
                                                                          
[Contract Schedule                                                              3
Definitions                                                                     4
General Provisions                                                              5
Annuitant, Ownership, Assignment Provisions                                     7
Beneficiary Provisions                                                          7
Purchase Payment Provisions                                                     8
Account Value Provision                                                         8
Separate Account Provisions                                                     8
Transfer Provisions                                                             9
Death Benefit Provisions                                                       10
Withdrawal Provisions                                                          11
Annuity Provisions                                                             12
Suspension or Deferral of Payments or Transfers from the Separate Account      13
Values and Benefits                                                           13]


ICC14-6-200-1

                                       4



                                  DEFINITIONS

ACCOUNT VALUE
The total amount of Purchase Payment allocated to the separate account, adjusted
by partial withdrawals, transfers, specified charges and expenses and the
investment results of the Separate Account

ACCUMULATION UNIT
A unit of measure used to calculate the Account Value in a Subaccount of the
Separate Account during the Accumulation Period.

ACCUMULATION PERIOD
The period of this Contract prior to the Annuity Date.

ANNUITANT
The natural person(s) on whose life Annuity Payments are based. You may change
the Annuitant at any time prior to the Annuity Date unless an Owner is not a
natural person. Any reference to Annuitant shall also include any Joint
Annuitant under an Annuity Option. The Annuitant and Owner do not have to be the
same person.

ANNUITY CALCULATION DATE
A Business Day no more than five Business Days prior to the Annuity Date.

ANNUITY PAYMENTS
The series of payments made to the Owner or other named payee after the Annuity
Date under the Annuity Option elected.

ANNUITY DATE
The date on which Annuity Payments begin. The Annuity Date is defined on the
Contract Schedule.

ANNUITY PERIOD
The period starting on the Annuity Date during which Annuity Payments are
payable.

ANNUITY SERVICE OFFICE
The office indicated on the Contract Schedule to which notices, requests and the
Purchase Payment must be sent, or as otherwise directed by Notice from us. All
sums payable by us under the Contract are payable through the Annuity Service
Office.

ATTAINED AGE
The age of any Owner or Annuitant on his/her last birthday.

BENEFICIARY
The person(s) or entity(ies) you name to receive a death benefit payable under
this Contract upon the death of the Owner or a Joint Owner, or in certain,
circumstances, an Annuitant.

BUSINESS DAY
Each day that the New York Stock Exchange is open for business. The Separate
Account will be valued each Business Day. A Business Day ends as of the close of
regular trading on the New York Stock Exchange.

COMPANY
MetLife Insurance Company of Connecticut

CONTRACT ANNIVERSARY
An anniversary of the Issue Date of this Contract.

CONTRACT YEAR
A one-year period starting on the Issue Date and on each Contract Anniversary
thereafter.

ICC14-6-200-1

                                       5



FIXED ANNUITY PAYMENTS
A series of payments made by us during the Annuity Period which we guarantee as
to dollar amount. Fixed Annuity payments are made out of our General Account.

GENERAL ACCOUNT
All of our assets other than those in any segregated asset account.

INVESTMENT OPTIONS
The investment choices within the Separate Account available under the Contract.

ISSUE DATE
The date this Contract was issued. The Issue Date is shown on the Contract
Schedule.

JOINT OWNER
If there is more than one Owner, each Owner shall be a Joint Owner of the
Contract.

NOTICE
Any form of communication providing information we need, either in signed
writing or another manner that we approve in advance. All Notices to us must be
sent to our Annuity Service Office and received in good order. To be effective
for a Business Day, a Notice must be received in good order prior to the end of
that Business Day.

OWNER
The person(s) or entity(ies) entitled to the ownership rights under this
Contract. If Joint Owners are named, all references to Owner shall mean Joint
Owners. (Referred to as "you or yours.")

PURCHASE PAYMENT
Any amount paid to us under this Contract as consideration for the benefits it
provides, less any Premium and Other Taxes deducted upon receipt of a Purchase
Payment.

SEPARATE ACCOUNT
A segregated asset account of the Company designated on the Contract Schedule.

SUBACCOUNT
Separate Account assets are divided into Subaccounts. Assets of each Subaccount
will be invested in shares of an Investment Option.

WITHDRAWAL VALUE
The Account Value less any applicable Withdrawal Charge, less any Premium and
Other Taxes, and less any applicable Account Fee shown on the Contract Schedule.

                               GENERAL PROVISIONS
THE CONTRACT
The entire contract consists of this Contract, any riders or endorsements
attached to this Contract, and a copy of the application, if one is attached to
this Contract when issued. This Contract must be returned to us prior to the
payment of any benefit unless otherwise waived by us. Prior to any payment of a
death claim, due proof of death must be submitted to us.

INCONTESTABILITY
We will not contest the validity of this Contract at any time following the
Issue Date.

NONPARTICIPATING
This Contract will not share in any distribution by us of dividends.

MISSTATEMENT OF AGE OR SEX
We may require proof of age or sex of the Annuitant before making any Annuity
Payments under this Contract which are measured by the Annuitant's life. If the
age or sex of the Annuitant has been misstated, the amount

ICC14-6-200-1

                                       6



payable will be the amount that the Account Value would have provided at the
correct age or sex, as appropriate, of the Annuitant.

Once Annuity Payments have begun, any underpayments by the Company on account of
misstatement of age or sex, with interest at a rate specified in the Contract
Schedule, will be made up in one sum with the next Annuity Payment. Any
overpayments by the Company on account of misstatement of age or sex, with
interest at a rate specified in the Contract Schedule, will be deducted from
future Annuity Payments until the total is repaid.

PROTECTION OF PROCEEDS
No Beneficiary may commute, encumber, alienate or assign any payments under this
Contract before they are due. To the extent permitted by law, no payments will
be subject to the debts, contracts or engagements of any payee or to any
judicial process to levy upon or attach the same for payment thereof.

REPORTS
At least once each calendar year we will furnish you with a Report showing the
Account Value and any other information as may be required by law. The Report
shall provide current information as of a date not more than four months prior
to the date of mailing. We will send you confirmations of certain transactions,
the beginning and end dates of the current Report period, the Account Value, if
any, at the beginning of the current Report period and at the end of the current
Report period, the Withdrawal Value, if any, at the end of the current Report
period, the amounts that have been credited and debited to the Account Value
such as Purchase Payment, partial withdrawals, and any applicable Account Fees
or Withdrawal Charges and any additional benefit values, if any at the end of
the current Report period, added by Rider to this Contract. Reports and
confirmations will be sent to your last known address. You will have 60 days
from the date you receive your Report or confirmation to inform us of any errors
in the Report or confirmation, otherwise the Report or confirmation will be
deemed to be final and correct. Additional copies of a Report are available to
the Owner upon request; there will be no charge for Reports requested.

PREMIUM AND OTHER TAXES
Any taxes paid by us to any governmental entity relating to this Contract will
be deducted from the Purchase Payment or Account Value when incurred. We may
determine when taxes relate to the Contract, including when they have resulted
from: the investment experience of the Separate Account; receipt by us of the
Purchase Payment; or commencement of Annuity Payments. We may pay taxes when due
and deduct that amount from the Account Value at a later date. Payment at an
earlier date does not waive any right we may have to deduct amounts at a later
date. We will deduct any withholding taxes required by applicable law.

EVIDENCE OF SURVIVAL
We may require satisfactory evidence of the continued survival of any person(s)
on whose life Annuity Payments are based. We reserve the right to discontinue
Annuity Payments until satisfactory proof of continued survival is received.

MODIFICATION OF CONTRACT
Only the President, a Vice President, or the Secretary of the Company has
authority to agree on our behalf to any alteration of the Contract or to any
waiver of our rights or requirements. The change or waiver must be in writing.
We will not change or modify this Contract without your consent except as may be
required to make it conform to any applicable law or regulation or any ruling
issued by a government agency; or unless we have reserved the right to change
the terms herein.

CONFORMITY WITH INTERSTATE INSURANCE PRODUCT REGULATION COMMISSION STANDARDS
This Contract was approved under the authority of the Interstate Insurance
Product Regulation Commission and issued under the Commission standards. Any
provision of this Contract that on the provision's effective date is in conflict
with the applicable Interstate Insurance Product Regulation Commission standards
for this product type in effect as of the provision's effective date of
Commission policy approval is hereby amended to conform to the applicable
Interstate Insurance Product Regulation Commission standards in effect as of the
provision's effective date of Commission policy approval.

ICC14-6-200-1

                                       7



                  ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS

OWNER
You, as the Owner, have all the interest and rights under this Contract. The
Owner is the person designated as such on the Issue Date, unless changed.

You, as the Owner, may change owners at any time after the Issue Date. A change
of Owner request may be refused in a non-discriminatory manner in order to
comply with any applicable laws, rules or regulations in effect at the time of
the request. A change of Owner will automatically revoke any prior designation
of Owner.

A request for change must be:

1.   by Notice; and
2.   received by us at the Annuity Service Office.

The change will become effective as of the date the Notice is signed, unless
otherwise specified by the Owner, subject to any payments made or actions taken
by the Company prior to receipt of this notice.

JOINT OWNER
A Contract may be owned by Joint Owners, limited to two natural persons. Joint
Owners have equal ownership rights and must both authorize any exercising of
those ownership rights unless otherwise allowed by us. Upon the death of either
Owner, the surviving Joint Owner will be deemed to be the primary Beneficiary.

ANNUITANT
The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by you as of the Issue Date, unless changed
prior to the Annuity Date. The Annuitant may not be changed in a Contract which
is owned by a non-natural person. Any change of Annuitant is subject to our
underwriting rules in effect at the time of the request.

ASSIGNMENT
You may assign your rights under this Contract prior to the Annuity Date except
in situations where restrictions are required for the purposes of satisfying
applicable laws or regulations. If your contract is assigned absolutely, we will
treat it as a change of ownership and all rights will be transferred. We are not
bound by any assignment unless it is in writing and until it is recorded at our
Annuity Service Office. We are not responsible for the validity of any
assignment. The change will become effective as of the date the Notice is
signed, unless otherwise specified by the Owner, subject to any payments made or
actions taken by the Company prior to receipt of this notice. After the Annuity
Date, your Contract may not be assigned.

                             BENEFICIARY PROVISIONS

BENEFICIARY
The Beneficiary designation in effect on the Issue Date will remain in effect,
unless changed.

Unless you provide otherwise, the death benefit will be paid in equal shares or
all to the Beneficiary(ies) as follows:
1.   to the primary Beneficiary(ies) who survive you (or if the Owner is not
     a natural person, the Annuitant's death); or if there are none, then
2.   to the contingent Beneficiary(ies) who survive you (or if the Owner is
     not a natural person, the Annuitant's death); or if there are none, then
3.   to your estate.

If Joint Owners have been designated, unless you inform us otherwise, the
surviving Joint Owner will be treated as the primary Beneficiary. Any other
Beneficiary designation will be treated as a contingent Beneficiary unless
otherwise indicated in a Notice to us.

ICC14-6-200-1

                                       8



CHANGE OF BENEFICIARY
Subject to the rights of any irrevocable Beneficiary, you may change the primary
Beneficiary or contingent Beneficiary. A request to change the Beneficiary(ies)
of this Contract may be refused in a non-discriminatory manner in order to
comply with any applicable laws, rules or regulations. A change may be made by
filing a Notice with us. The change will take effect as of the date the Notice
is signed, unless otherwise specified by the Owner, subject to any payments made
or actions taken by the Company prior to receipt of this notice.

                          PURCHASE PAYMENT PROVISIONS

PURCHASE PAYMENT
The Purchase Payment is due on the Issue Date. The Maximum Purchase Payment
permitted under this Contract is shown on the Contract Schedule. Additional
Purchase Payments are not allowed.

If more than one annuity contract or life insurance policy is being exchanged,
or if your Purchase Payment will be paid from different sources (e.g. personal
check and proceeds from a brokerage account), we will allow the proceeds to be
used as the Purchase Payment for the Contract. We may refuse to accept any
portion of the Purchase Payment not received by the Company within 90 days of
the Issue Date

We may revoke the Contract if proceeds from all of the exchanged annuity
contracts or life insurance policies or other different sources do not equal, in
the aggregate, the Minimum Purchase Payment as shown on your Contract Schedule.
If the Contract is revoked, we will return the Account Value without application
of any Withdrawal Charges.

                            ACCOUNT VALUE PROVISION

ACCOUNT VALUE
Your Account Value for any Business Day is the sum of your interests in the
Subaccounts of the Separate Account as of such Business Day.

The portion of your Account Value in a Subaccount is determined by multiplying
the number of Accumulation Units allocated to the Contract for the Subaccount by
the Accumulation Unit Value.

ACCOUNT FEE
The Account Fee, if any, is shown on the Contract Schedule. Any Account Fee will
be deducted from the Account Value.

                          SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT
The Separate Account is designated on the Contract Schedule and consists of
assets owned by us, which are kept separate from our General Account assets and
all of our other segregated asset accounts. The assets of the Separate Account,
equal to reserves and other liabilities of your Contract and those of other
owners who have an interest in the Separate Account, will not be charged with
liabilities arising out of any other business we may do. Income, gains, and
losses, whether or not realized, from assets allocated to the Separate Account
shall be credited to or charged against the Separate Account without regard to
other income, gains or losses of the company.

The Separate Account assets are divided into Subaccounts. The assets of each
Subaccount are invested in a single Investment Option.

INVESTMENTS OF THE SEPARATE ACCOUNT
The Purchase Payment applied to the Separate Account is allocated to the
Subaccounts of the Separate Account according to your instructions. We may add
additional Investment Options. You may be permitted to transfer all or a portion
of your Account Value to the additional Investment Option(s). However, the right
to make

ICC14-6-200-1

                                       9



any transfer is limited as described in this Contract and will be subject to any
terms and conditions in effect at the time of transfer.

If the shares of any of the Investment Options become unavailable for investment
by the Separate Account, or we deem further investment in these shares
inappropriate, we may prohibit or otherwise limit further purchase of such
shares, subject to obtaining any necessary regulatory approvals. We may
substitute shares of another Investment Option for shares already purchased
under this Contract, subject to obtaining any necessary regulatory approvals.

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

VALUATION OF ASSETS
Assets of the Separate Account are valued at their fair market value in
accordance with our procedures.

ACCUMULATION UNIT
Accumulation Units shall be used to account for all amounts allocated to or
withdrawn from a Subaccount of the Separate Account as a result of the Purchase
Payment, withdrawals, transfers, or fees and charges. We will determine the
number of Accumulation Units of a Subaccount purchased or canceled. This is done
by dividing the amount allocated to (or the amount withdrawn from) the
Subaccount, by the dollar value of one Accumulation Unit of the Subaccount as of
the end of the Business Day during which the Notice for the transaction is
received at the Annuity Service Office.

ACCUMULATION UNIT VALUE
The initial Accumulation Unit Value for each Subaccount was set by us.
Subsequent Accumulation Unit Values for each Subaccount are determined by
multiplying the Accumulation Unit Value for the immediately preceding Business
Day by the Net Investment Factor of the Subaccount for the current Business Day.
The Accumulation Unit Value may increase or decrease from Business Day to
Business Day.

NET INVESTMENT FACTOR
The Net Investment Factor for each Subaccount is determined by dividing A by B
and multiplying by (1-C) where:
A is  (i)   the net asset value per share of the Investment Option held by the
            Subaccount at the end of the current Business Day; plus
      (ii)  any dividend or capital gains per share declared on behalf of such
            Investment Option that has an ex-dividend date as of the current
            Business Day.

B is  the net asset value per share of the Investment Option held by the
      Subaccount for the immediately preceding Business Day.
C is  (i)   the Separate Account Product Charges which are shown on the
            Contract Schedule for each day since the last Business Day. The
            daily charge is equal to the annual Separate Account Product Charges
            divided by 365; plus
      (ii)  a charge factor, if any, for any taxes or any tax reserve we have
            established as a result of the operation of this Subaccount.

PRODUCT CHARGES
We deduct Product Charges from the Separate Account and Account Value as shown
on the Contract Schedule.

                              TRANSFER PROVISIONS

You may make certain transfers of your Account Value subject to the provisions
set forth below. You may elect to make these transfers by telephone or other
means acceptable to us. However, to elect this option you must first provide us
with a Notice in a form that we may require. If there are Joint Owners, unless
we are instructed to the contrary, transfer instructions will be accepted from
either one of the Joint Owners. We will use reasonable procedures to confirm
that instructions are genuine. Neither we nor our Annuity Service Office will

ICC14-6-200-1

                                      10



be liable for any transfers made in accordance with your instructions. All
transfers made on the same Business Day will be treated as one transfer. A
transfer will be made as of the end of a Business Day when we receive a Notice
containing all the required information necessary to process the request.

TRANSFERS DURING THE ACCUMULATION PERIOD
During the Accumulation Period, you may ask us to transfer your Account Value
from one Subaccount to another, subject to the following:
1.   the maximum number of transfers per Contract Year is shown on the Contract
     Schedule;
2.   We reserve the right to assess a transfer fee, if any, if the number of
     transfers exceeds the maximum number of permissible free transfers shown on
     the Contract Schedule;
3.   the minimum and maximum amounts which may be transferred are shown on the
     Contract Schedule;
4.   your right to make transfers is subject to limitations or modification by
     us if We determine that the exercise of the right by one or more owners
     with interests in the Subaccount is, or would be, to the disadvantage of
     other owners. Restrictions may be applied in any manner reasonably designed
     to prevent any use of the transfer right that is considered by us to be to
     the disadvantage of other owners. A limitation or modification could be
     applied to transfers to, or from, one or more of the Subaccounts and could
     include, but is not limited to:
     a.   the requirement of a minimum time period between each transfer;
     b.   not accepting a transfer request from an agent acting under a power
          of attorney on behalf of more than one owner;
     c.   limiting the dollar amount that may be transferred between the
          Subaccounts by an owner at any one time;
     d.   requiring that a written transfer request be provided to us, signed
          by an owner;
5.   to the extent permitted by applicable law, during times of drastic
     economic or market conditions, we may suspend the transfer privilege
     temporarily without notice and treat transfer requests based on their
     separate components (a redemption order with a simultaneous request for
     purchase of another Subaccount). In such a case, the redemption order would
     be processed at the source Subaccount's next determined Accumulation Unit
     Value. However, the purchase into the new Subaccount would be effective at
     the next determined Accumulation Unit Value for the new Subaccount only
     after we receive the proceeds from the source Subaccount, or we otherwise
     receive cash on behalf of the source Subaccount;

                            DEATH BENEFIT PROVISIONS

DEATH OF OWNER DURING THE ACCUMULATION PERIOD
During the Accumulation Period, the death benefit will be paid to your
Beneficiary(ies) upon your death, or upon the first death of a Joint Owner.

DEATH BENEFIT DURING THE ACCUMULATION PERIOD
The death benefit is the Account Value determined as of the end of the Business
Day on which we have received both due proof of death and an election for the
payment method. The death benefit amount in the Separate Account remains in the
Separate Account until distribution begins. From the time the death benefit is
determined until complete distribution is made, any amount in the Separate
Account will continue to be subject to investment risk. This risk is borne by
the Beneficiary.

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD
A Beneficiary must elect the death benefit to be paid under one of the options
below in the event of the death of an Owner during the Accumulation Period. In
addition, if the Beneficiary is the spouse of the Owner, he or she may elect to
continue the Contract in his or her own name and exercise all the Owner's rights
under the Contract. The death benefit options available under the Contract are:

Option 1 - lump sum payment of the death benefit; or

Option 2 - the payment of the entire death benefit within five (5) years of the
date of the death of the Owner or the first Joint Owner to die; or

ICC14-6-200-1

                                      11



Option 3 - payment of the death benefit under an Annuity Option over the
lifetime of the Beneficiary or over a period not extending beyond the life
expectancy of the Beneficiary with distribution beginning within one year of the
date of death of the Owner or the first Joint Owner to die.

Any portion of the death benefit not applied under Option 3 within one (1) year
of the date of the Owner's or Joint Owner's death must be distributed within
five (5) years of the date of death.
If a lump sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless the Suspension or
Deferral of Payments or Transfers From the Separate Account provision is in
effect.

Payment to the Beneficiary, other than in a lump sum, may only be elected during
the sixty (60) day period beginning with the date of receipt of proof of death.

DEATH OF OWNER DURING THE ANNUITY PERIOD
If the Owner or a Joint Owner, who is not the Annuitant, dies during the Annuity
Period, 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
Annuity Period, the Beneficiary becomes the Owner.

DEATH OF ANNUITANT
Upon the death of an Annuitant, who is not the Owner or Joint Owner, during the
Accumulation Period, the Owner automatically becomes the Annuitant. The Owner
may select a new Annuitant if the Owner does not want to be the Annuitant. Any
new Annuitant designation will be subject to the Company's underwriting rules
then in effect. However, if the Owner is a non-natural person, the death of the
primary Annuitant will be treated as the death of the Owner.

Upon the death of the Annuitant during the Annuity Period, the death benefit, if
any, will be as specified in the Annuity Option elected. Death benefits will be
paid at least as rapidly as under the method of distribution in effect at the
Annuitant's death.

PAYMENT OF DEATH BENEFIT
We will require due proof of death before any death benefit is paid. Due proof
of death will be:
1.   a certified death certificate;
2.   a certified decree of a court of competent jurisdiction as to the finding
     of death;
3.   a written statement by a licensed medical doctor who attended the
     deceased; or
4.   any other proof satisfactory to us.

Any death benefit will be paid in accordance with applicable law or regulations
governing death benefit payments.

In all events, death benefits under the Contract will be administered in
accordance with Section 72(s) of the Internal Revenue Code, as amended.

                             WITHDRAWAL PROVISIONS

WITHDRAWALS
Prior to the Annuity Date, you may, upon Notice to us, make a total or partial
withdrawal of the Withdrawal Value. A withdrawal will result in the cancellation
of Accumulation Units from each applicable Subaccount of the Separate Account in
the ratio that the Account Value in the Subaccount bears to the total Account
Value. You must specify in a Notice to us from which Subaccount(s) values are to
be withdrawn if other than the above method is desired. We will pay the amount
of any withdrawal within seven (7) days of receipt of the Notice in good order
unless the Suspension or Deferral of Payments or Transfers from the Separate
Account provision is in effect.

Each partial withdrawal must be for an amount which is not less than the minimum
shown on the Contract Schedule or, if smaller, the remaining Withdrawal Value.
If the withdrawal would result in the Account Value

ICC14-6-200-1

                                      12



being less than the Minimum Withdrawal Value Which must Remain in the Contract
after a Partial Withdrawal as shown on the Contract schedule, we will treat the
withdrawal request as a request for a full withdrawal.

WITHDRAWAL CHARGE
Upon withdrawal of all or a portion of the Account Value, a Withdrawal Charge as
set forth on the Contract schedule may be assessed. Under certain circumstances,
described on the Contract Schedule, a withdrawal may be made without the
imposition of a Withdrawal Charge.

For a partial withdrawal, the Withdrawal Charge will be deducted from the
remaining Account Value, if sufficient, or from the amount withdrawn.

                               ANNUITY PROVISIONS

ANNUITY DATE
When your Contract is issued the Annuity Date, as defined under Annuity
Requirements in the Contract Schedule, is equal to the Maturity Date as shown on
the Contract Schedule. You may change the Annuity Date to an earlier date by
sending Notice to us. We must receive the Notice at least 30 days before the
Annuity Date you select.

ELECTION OF ANNUITY OPTION
The Annuity Option is elected by you. If no Annuity Option is elected, Option 3
Life Annuity with Cash Refund will automatically be applied. Upon thirty (30)
days Notice prior to the Annuity Date you may change the Annuity Option.

ANNUITY OPTIONS
You may elect to receive Annuity Payments monthly, quarterly, semi-annually or
annually. The following Annuity Options, or any other Annuity Option acceptable
to you and us, may be elected:

OPTION 1 - LIFE ANNUITY
We will make Annuity Payments, payable at the frequency elected, during the
lifetime of the Annuitant and terminating with the last payment due prior to the
Annuitant's death.

OPTION 2 - LIFE ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS GUARANTEED
We will make Annuity Payments, payable at the frequency elected, during the
lifetime of the Annuitant with a guarantee that if at the Annuitant's death
there have been less than 10 years of Annuity Payments made as selected, Annuity
Payments will continue for the remainder of the Guaranteed Period.

OPTION 3 - LIFE ANNUITY WITH CASH REFUND
We will make Annuity Payments, payable at the frequency elected, during the
lifetime of the Annuitant with a guarantee that if at the Annuitant's death the
total amount of Annuity Payments is less than the Account Value applied to the
Annuity Option, we will pay in a lump sum the difference of the two amounts.

OPTION 4 - JOINT AND LAST SURVIVOR ANNUITY
We will make Annuity Payments, payable at the frequency elected, during the
joint lifetime of the Annuitant and the Joint Annuitant. Upon the death of
either the Annuitant or Joint Annuitant, Annuity Payments will continue to be
paid during the remaining lifetime of the survivor. Annuity Payments cease with
the final Annuity Payment due prior to the last survivor's death.

OPTION 5 - JOINT AND LAST SURVIVOR ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS
GUARANTEED
We will make Annuity Payments, payable at the frequency elected, during the
joint lifetime of the Annuitant and the Joint Annuitant. Upon the death of
either the Annuitant or Joint Annuitant, Annuity Payments will continue to be
paid during the remaining lifetime of the survivor. If at the last death of the
Annuitant and the Joint Annuitant, there have been less than 10 years of Annuity
Payments made as selected, Annuity Payments will continue to be made for the
remainder of the Guaranteed Period.

ICC14-6-200-1

                                      13



OPTION 6 - JOINT AND LAST SURVIVOR ANNUITY WITH CASH REFUND
We will make Annuity Payments, payable at the frequency elected, during the
joint lifetime of the Annuitant and the Joint Annuitant. Upon the death of
either the Annuitant or Joint Annuitant, Annuity Payments will continue to be
paid during the remaining lifetime of the survivor. Upon last death of the
Annuitant and the Joint Annuitant, if the total amount of Annuity Payments is
less than the Account Value applied to the Annuity Option, we will pay in a lump
sum the difference of the two amounts.

ANNUITY
You can elect to have the Annuity Option payable as Fixed Annuity Payments.
Fixed Annuity Payments are guaranteed as to dollar amount. Unless another payee
is designated, you will be the payee of the Annuity Payments.

The "Adjusted Account Value" is the Account Value, less any Premium and Other
Taxes or other applicable taxes and less any applicable Account Fee. The
Adjusted Account Value will be applied to the applicable Fixed Annuity Tables to
determine your Annuity Payment. The Adjusted Account Value is determined on the
Annuity Calculation Date which is a Business Day no more than five Business Days
prior to the Annuity Date. The amount of the payment for each $1,000 of Adjusted
Account Value is shown in the Annuity Tables.

FIXED ANNUITY
Fixed Annuity Payments are based upon the Annuity Option elected, the
Annuitant's Attained Age and sex, and the appropriate Fixed Annuity Option
Table. If, as of the Annuity Calculation Date, the then-current Fixed Annuity
Option rates applicable to this class of contracts provide an Annuity Payment
greater than that which is guaranteed under the same Annuity Option under this
Contract, then the greater payment will be made.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS
Annuity Payments will be paid as monthly installments or at any frequency
acceptable to you and us. The Adjusted Account Value on the Annuity Calculation
Date is applied to the Annuity Table for the Annuity Option elected. If the
amount of the Adjusted Account Value to be applied under an Annuity Option is
less than $5,000, we reserve the right to make one lump sum payment in lieu of
Annuity Payments. If the amount of any Annuity Payment would be or becomes less
than $100, we may reduce the frequency of payments to an interval which will
result in each payment being at least $100.

BASIS OF PAYMENTS
The Annuity Tables are based on the tables defined under the Annuity
Requirements set forth on the Contract Schedule.

                SUSPENSION OR DEFERRAL OF PAYMENTS OR TRANSFERS
                           FROM THE SEPARATE ACCOUNT

We reserve the right to suspend or postpone payments for a withdrawal or
transfer for any period when:
1.   the New York Stock Exchange is closed (other than customary weekend and
     holiday closings);
2.   trading on the New York Stock Exchange is restricted;
3.   an emergency exists as a result of which disposal of securities held in
     the Separate Account is not reasonably practicable or it is not reasonably
     practicable to determine the value of the Separate Account's net assets; or
4.   during any other period when the Securities and Exchange Commission, by
     order, so permits for the protection of the Owner.
The applicable rules and regulations of the Securities and Exchange Commission
will govern as to whether the conditions described in (2) and (3) exist.

                              VALUES AND BENEFITS

Any values and death benefits that may be available under this Contract are not
less than the minimum benefits required by Section 7B of the Model Variable
Annuity Regulation, model #250.

ICC14-6-200-1

                                      14



                              FIXED ANNUITY TABLES
                           AMOUNT OF MONTHLY PAYMENT
                      PER $1,000 OF ADJUSTED ACCOUNT VALUE


                                     OPTION 2 -
                                LIFE ANNUITY WITH 10       OPTION 3 -
               OPTION 1 -       YEARS OF ANNUITY       LIFE ANNUITY WITH
             LIFE ANNUITY       PAYMENTS GUARANTEED       CASH REFUND
AGE         MALE      FEMALE      MALE      FEMALE     MALE       FEMALE
                                               
60       $ 3.21      $ 2.94      $3.18      $2.93      $2.83      $2.69
61       $ 3.29      $ 3.01      $3.26      $2.99      $2.88      $2.75
62       $ 3.38      $ 3.08      $3.34      $3.07      $2.94      $2.80
63       $ 3.47      $ 3.16      $3.43      $3.14      $3.00      $2.85
64       $ 3.56      $ 3.24      $3.52      $3.22      $3.06      $2.91
65       $ 3.66      $ 3.33      $3.61      $3.30      $3.12      $2.97
66       $ 3.77      $ 3.42      $3.71      $3.39      $3.19      $3.04
67       $ 3.89      $ 3.52      $3.82      $3.49      $3.26      $3.10
68       $ 4.01      $ 3.62      $3.93      $3.58      $3.33      $3.17
69       $ 4.14      $ 3.74      $4.05      $3.69      $3.41      $3.24
70       $ 4.28      $ 3.85      $4.17      $3.80      $3.48      $3.32
71       $ 4.43      $ 3.98      $4.30      $3.91      $3.57      $3.40
72       $ 4.59      $ 4.11      $4.44      $4.03      $3.65      $3.48
73       $ 4.75      $ 4.25      $4.58      $4.16      $3.74      $3.56
74       $ 4.93      $ 4.40      $4.72      $4.30      $3.83      $3.65
75       $ 5.13      $ 4.57      $4.88      $4.44      $3.93      $3.75
76       $ 5.33      $ 4.74      $5.03      $4.59      $4.03      $3.85
77       $ 5.55      $ 4.93      $5.20      $4.75      $4.13      $3.95
78       $ 5.78      $ 5.13      $5.37      $4.92      $4.24      $4.06
79       $ 6.03      $ 5.35      $5.54      $5.10      $4.36      $4.17
80       $ 6.29      $ 5.59      $5.72      $5.28      $4.48      $4.29
81       $ 6.57      $ 5.85      $5.90      $5.47      $4.60      $4.42
82       $ 6.87      $ 6.12      $6.08      $5.67      $4.74      $4.55
83       $ 7.20      $ 6.42      $6.26      $5.87      $4.87      $4.69
84       $ 7.54      $ 6.74      $6.45      $6.07      $5.02      $4.84
85       $ 7.91      $ 7.09      $6.63      $6.28      $5.17      $4.99
86       $ 8.31      $ 7.47      $6.81      $6.49      $5.33      $5.15
87       $ 8.73      $ 7.88      $6.99      $6.70      $5.49      $5.32
88       $ 9.18      $ 8.33      $7.16      $6.90      $5.66      $5.49
89       $ 9.67      $ 8.81      $7.33      $7.10      $5.84      $5.68
90       $10.18      $ 9.34      $7.49      $7.29      $6.03      $5.87
91       $10.73      $ 9.90      $7.64      $7.47      $6.23      $6.07
92       $11.32      $10.51      $7.78      $7.64      $6.44      $6.28
93       $11.95      $11.17      $7.91      $7.79      $6.66      $6.50
94       $12.62      $11.88      $8.03      $7.93      $6.89      $6.73
95       $13.33      $12.63      $8.14      $8.05      $7.13      $6.97


ICC14-6-200-1

                                      15



                                   OPTION 4 -
                           JOINT AND SURVIVOR ANNUITY



  MALE
Annuitant   FEMALE Annuitant Age
   Age        60         65         70         75         80         85         90         95
                                                                 
60          $2.62      $2.77      $2.91      $3.01      $3.09      $3.14      $3.17      $3.19
65          $2.72      $2.93      $3.13      $3.30      $3.43      $3.53      $3.59      $3.62
70          $2.80      $3.06      $3.33      $3.60      $3.83      $4.00      $4.12      $4.19
75          $2.85      $3.16      $3.51      $3.88      $4.24      $4.55      $4.78      $4.93
80          $2.89      $3.23      $3.64      $4.11      $4.63      $5.13      $5.55      $5.86
85          $2.91      $3.27      $3.73      $4.29      $4.96      $5.69      $6.39      $6.96
90          $2.92      $3.30      $3.78      $4.41      $5.20      $6.17      $7.21      $8.17
95          $2.93      $3.31      $3.81      $4.48      $5.37      $6.52      $7.91      $9.36


                                   OPTION 5 -
    JOINT AND SURVIVOR ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS GUARANTEED



  MALE
Annuitant   FEMALE Annuitant Age
   Age        60         65         70         75         80         85         90         95
                                                                 
60          $2.62      $2.77      $2.90      $3.01      $3.08      $3.13      $3.16      $3.17
65          $2.72      $2.93      $3.12      $3.29      $3.43      $3.52      $3.57      $3.60
70          $2.80      $3.06      $3.33      $3.59      $3.81      $3.98      $4.08      $4.14
75          $2.85      $3.16      $3.50      $3.87      $4.21      $4.50      $4.70      $4.81
80          $2.88      $3.22      $3.63      $4.09      $4.58      $5.04      $5.38      $5.58
85          $2.90      $3.26      $3.71      $4.25      $4.88      $5.52      $6.05      $6.38
90          $2.92      $3.29      $3.76      $4.35      $5.08      $5.88      $6.60      $7.09
95          $2.92      $3.30      $3.78      $4.41      $5.20      $6.11      $6.98      $7.60


                                   OPTION 6 -
                  JOINT AND SURVIVOR ANNUITY WITH CASH REFUND



  MALE
Annuitant   FEMALE Annuitant Age
   Age        60         65         70         75         80         85         90         95
                                                                 
60          $2.55      $2.67      $2.77      $2.82      $2.84      $2.84      $2.84      $2.84
65          $2.63      $2.81      $2.96      $3.07      $3.13      $3.14      $3.14      $3.13
70          $2.67      $2.90      $3.13      $3.32      $3.44      $3.50      $3.51      $3.50
75          $2.70      $2.96      $3.24      $3.53      $3.76      $3.90      $3.96      $3.96
80          $2.70      $2.98      $3.31      $3.67      $4.03      $4.32      $4.48      $4.52
85          $2.70      $2.98      $3.33      $3.74      $4.22      $4.67      $5.02      $5.19
90          $2.70      $2.98      $3.33      $3.77      $4.30      $4.91      $5.49      $5.91
95          $2.70      $2.98      $3.32      $3.76      $4.32      $5.02      $5.80      $6.53


     Monthly installments for ages not shown will be furnished on request.

ICC14-6-200-1

                                      16



                      (THIS PAGE INTENTIONALLY LEFT BLANK)

ICC14-6-200-1

                                      17



 INDIVIDUAL MODIFIED SINGLE PURCHASE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT

                                NONPARTICIPATING

                    METLIFE INSURANCE COMPANY OF CONNECTICUT
                              [1300 Hall Boulevard
                         Bloomfield, Connecticut 06002]

EX-99.4(II)

                               CONTRACT SCHEDULE

To contact the insurance department in the state in which this Contract is
issued, you may call: [(XXX) XXX-XXXX]

OWNER: [John Doe]                          SEX: [M] AGE AT ISSUE: [35]

JOINT OWNER: [Jane Doe]                    SEX: [F] AGE AT ISSUE: [35]

ANNUITANT: [John Doe]                      SEX: [M] AGE AT ISSUE: [35]

CONTRACT NUMBER: [1234567890]              ISSUE DATE: [February 15, 2015]

PLAN TYPE: [IRA]                           MATURITY DATE: [February 15, 2075]

                                
PURCHASE PAYMENT:                  [$100,000.00]
(or The Portion of
Purchase Payment Received
on The Issue Date)

                                   [We reserve the right to reject any Purchase Payment.]

  MINIMUM
  PURCHASE PAYMENT:                [$25,000.00]

  MAXIMUM
  PURCHASE PAYMENT:                [$1,000,000.00], without Our prior approval.

BENEFICIARY:                       As designated by you as of the Issue Date unless changed in accordance with the Contract
                                   provisions.

PRODUCT CHARGES:
  SEPARATE ACCOUNT:                We assess certain daily charges equal on an annual basis to the percentages set out below of the
                                   average daily net asset value of each Subaccount of the Separate Account:

                                   Annual Mortality and Expense Charge: [0.70%]

                                   [Death Benefit Rider Charge: [1.15%]]

[ACCOUNT FEE:                      The Account Fee is [$40.00] each Contract Year. During the Accumulation Period, on the Contract
                                   Anniversary the full Account Fee is deducted from each applicable Subaccount in the ratio that
                                   the Account Value in the Subaccount bears to the total Account Value in the Separate Account. On
                                   the Annuity Calculation Date, a pro-rata portion of the Account Fee will be deducted from the
                                   Account Value as described above. However, if your Account Value on the last day of the Contract
                                   Year or on the Annuity Calculation Date is at least [$100,000], then no Account Fee is deducted.
                                   If during the Accumulation Period, a total withdrawal is made, the full Account Fee will be
                                   deducted at the time of the total withdrawal. During the Annuity Period the Account Fee will be
                                   deducted regardless of the size of your Contract and it will be deducted pro-rata from each
                                   Annuity Payment.]

SEPARATE ACCOUNT:                  [MetLife of CT Separate Account Eleven for Variable Annuities]



[ALLOCATION REQUIREMENTS:

1.   Currently, you can select from any of the Subaccounts. However, we may
     limit this in the future.

2.   Allocations must be in whole numbers. Each allocation must be at least
     [$500].]

ICC14-6-C200-1                         3A



TRANSFER REQUIREMENTS:

[Currently, the contract offers only one investment option. In the future, we
may make additional investment options available.]

NUMBER PERMITTED: The maximum number of transfers per Contract Year shall be
[12]. We may waive this transfer limitation in a nondiscriminatory manner.

TRANSFER FEE: There is no charge for the first [12] transfers in a contract
year; thereafter the fee is [$25] per transfer. We are currently waiving the
transfer fee, but reserve the right to charge the fee in the future. The
Transfer Fee will be deducted from the Subaccount from which the transfer is
made. However, if the entire interest in an account is being transferred, the
Transfer Fee will be deducted from the amount which is transferred. We may waive
the Transfer Fee in a nondiscriminatory manner.

MINIMUM AND MAXIMUM AMOUNT TO BE TRANSFERRED: The minimum amount that may be
transferred from a Subaccount is [$500], or your entire interest in the
Subaccount, if less.

The maximum amount that may be transferred from a Subaccount is [100%] of your
interest in the Subaccount.

WITHDRAWALS:

WITHDRAWAL CHARGE: [A Withdrawal Charge is assessed against the Purchase Payment
withdrawn. The Withdrawal Charge is calculated at the time of each withdrawal
and is based on the number of completed years from the Issue Date. Amounts will
be withdrawn from your Contract in the following order:

1.   Earnings in the Contract (Earnings are equal to your Account Value less
     the remaining Purchase Payment not withdrawn); and then

2.   The Free Withdrawal Amount described below, if any; then

3.   Remaining Purchase Payment not withdrawn

     The Withdrawal Charge is determined in accordance with the following
     schedule:

                   WITHDRAWAL CHARGE



NUMBER OF COMPLETED YEARS
FROM THE ISSUE DATE            % CHARGE
--------------------------     ---------
                            
 [0                                2
  1                                2
  2                                2
  3                                2
  4                                2
  5                                2
  6                                2
  7 and thereafter                 0]]


[WAIVER OF WITHDRAWAL CHARGE: No Withdrawal Charge will be deducted from the
Account Value in the event of:

1.   Maturity of the Contract; or

2.   Payment of the Death Benefit; or

3.   Application of any portion of your Account Value to an Annuity Option; or

4.   If the withdrawal is required for you to avoid Federal Income Tax
     penalties or to satisfy Federal Income Tax rules concerning minimum
     distribution requirements that apply to this annuity (except for RMDs on a
     decedent Roth IRA.) For purposes of this exception, we assume that this
     annuity is the only contract or funding vehicle from which distributions
     are required to be taken, and we will ignore all other Account Values; or

5.   If you properly convert as permitted under Federal Tax Law your
     traditional IRA deferred annuity to a Roth IRA deferred annuity issued by
     us or "re-characterize" as permitted under Federal Tax Law your Roth IRA
     deferred annuity to a traditional IRA deferred annuity issued by us ; or

6.   If we agree in writing that none will apply.]

ICC14-6-C200-1                         3B



[FREE WITHDRAWAL AMOUNT: Each Contract Year, you can make a withdrawal of a
portion of your Account Value free from any Withdrawal Charge. The Free
Withdrawal Amount each Contract Year is equal to [10%] of total Purchase
Payment, less the total Free Withdrawal Amount previously withdrawn in the same
Contract Year. This right is non-cumulative.]

MINIMUM PARTIAL WITHDRAWAL: [$500], or your entire interest in the Subaccount

MINIMUM WITHDRAWAL VALUE WHICH MUST REMAIN IN THE CONTRACT AFTER A PARTIAL
WITHDRAWAL: [$2,000]

ANNUITY REQUIREMENTS:

1.   [[The Annuity Date will be no later than the Maturity Date. The Maturity
     Date is the later of the first day of the calendar month following the
     Owner's [95th birthday or ten (10) years from the Issue Date.]

2.   The Annuity Date cannot be earlier than [30 days] following the Issue
     Date. For Fixed Annuity Payments, the Fixed Annuity Tables are based on the
     [Annuity 2000 Mortality Table with 7-year age setback with interest at 1%]]

INTEREST RATE APPLICABLE TO UNDERPAYMENTS OR OVERPAYMENTS DUE TO MISSTATEMENT OF
AGE OR SEX: [3.00%]

ANNUITY SERVICE OFFICE:

MetLife Insurance Company of Connecticut
[P.O. Box 10366
Des Moines, Iowa 50306-0366
(800) 343-8496]

ICC14-6-C200-1                         3C



ENDORSEMENTS AND RIDERS ATTACHED TO THIS CONTRACT:

[Death Benefit Rider (Return of Purchase Payment)
Preservation and Growth Rider
Individual Retirement Annuity Endorsement
Roth Individual Retirement Annuity Endorsement
Nonqualified Annuity Endorsement
Unisex Annuity Rates Endorsement]

ICC14-6-C200-1                         3D

EX-99.4(III)

                               CONTRACT SCHEDULE
                      PRESERVATION AND GROWTH RIDER (PGR)

                          
       PGR EFFECTIVE DATE:   [February 15, 2015]

             PGR END DATE:   [Contract anniversary that is 10 Years from the later of the PGR Rider Effective Date or the date the
                             most recent Optional Step Up is elected and takes effect.]

        ADJUSTMENT FACTOR:   [100%]

             PGR FEE RATE:   [1.00%]

          PGR SUBACCOUNTS:   [Fidelity VIP FundsManager 60% Fund]

   PGR FIRST OPTIONAL STEP
                  UP DATE:   [February 15, 2016]

      PGR OPTIONAL STEP UP
           WAITING PERIOD:   [One Year]

    MAXIMUM OPTIONAL  STEP
                   UP AGE:   [Owner or oldest Joint Owner (or annuitant if Owner is a non-natural person) attained age of 85]

     MAXIMUM OPTIONAL STEP
          UP PGR FEE RATE:   [1.80%]

          OPTIONAL STEP UP
      CANCELLATION PERIOD:   [Within 15 days of the Contract Anniversary.]



The initial PGR Fee Rate is guaranteed under the conditions stated in the
contract and in effect when it was issued. The PGR Fee Rate may be changed if an
Optional Step Up is elected and takes effect, subject to the Maximum Optional
Step Up PGR Fee Rate stated above.

ICC14-6-CGMAB-1

EX-99.4(IV)

                    METLIFE INSURANCE COMPANY OF CONNECTICUT
                              [1300 Hall Boulevard
                              Bloomfield, CT 06002]

ROTH INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT

This Endorsement is made a part of the Contract to which it is attached. The
provisions in this Endorsement are effective on the issue date of this Contract
as a Roth IRA (or the date it has been converted to a Roth IRA); unless a later
date is specified under the Federal tax law with respect to a provision
hereunder. If there is a conflict between the terms of this Contract (including
any prior endorsements or riders thereto) and the terms of this Endorsement,
this Endorsement controls. However, the Contract may contain further
restrictions (including but not limited to the types and number of contributions
which will be accepted, the form of distributions which are permitted, and the
minimum accumulation period prior to commencement of payments under an income
annuity) which will continue to apply to the extent consistent with Federal tax
law.

This Endorsement is being added to the Contract as of the issue date in order to
comply with the Federal income tax rules that apply to the administration of
your Contract and the payment of the proceeds of the Contract or the payment of
any Death Benefit. The Owner will comply with the provisions of this Endorsement
to prevent loss of the advantages of tax deferral and to prevent tax penalties.

The following provisions through Article VIII of this Roth IRA Endorsement are
word-for-word identical to the operative provisions in Articles I through VIII
of IRS Form 5305-RB (3-02) and are deemed to meet the statutory requirements for
a Roth IRA.

The Annuitant is establishing a Roth Individual Retirement Annuity (Roth IRA)
under Section 408A of the Internal Revenue Code (the "Code"), to provide for his
or her retirement and for the support of his or her beneficiaries after death.

                                   ARTICLE I

Except in the case of a rollover contribution described in section 408A(e), a
re-characterized contribution described in section 408A(d)(6), or an IRA
Conversion Contribution, the issuer will accept only cash contributions up to
$3,000 per year for tax years 2002 through 2004. That contribution limit is
increased to $4,000 for tax years 2005 through 2007 and $5,000 for 2008 and
thereafter. For individuals who have reached the age of 50 before the close of
the tax year, the contribution limit is increased to $3,500 per year for tax
years 2002 through 2004, $4,500 for 2005, $5,000 for 2006 and 2007, and $6,000
for 2008 and thereafter. For tax years after 2008, the above limits will be
increased to reflect a cost-of-living adjustment, if any.

                                   ARTICLE II

1.   The contribution limit described in Article I is gradually reduced to $0
     for higher income annuitants. For a single Annuitant, the annual
     contribution is phased out between adjusted gross income (AGI) of $95,000
     and $110,000; for a married Annuitant filing jointly, between AGI of
     $150,000 and $160,000; and for a married Annuitant who files separately,
     between AGI of $0 and $10,000. In the case of a conversion, the issuer will
     not accept IRA Conversion Contributions in a tax year if the Annuitant's
     AGI for the tax year the funds were distributed from the other IRA exceeds
     $100,000 or if the Annuitant is married and files a separate return.
     Adjusted gross income is defined in Section 408A(c)(3) and does not include
     IRA Conversion Contributions.

2.   In the case of a joint return, the AGI limits in the preceding Paragraph
     apply to the combined AGI of the Annuitant and his or her spouse.

                                  ARTICLE III

The Annuitant's interest in the contract is non-forfeitable and nontransferable.

ICC14-6-E-5                            1



                                   ARTICLE IV

1.   The contract does not require fixed contributions.

2.   Any dividends (refund of contributions other than those attributable to
     excess contributions) arising under the contract will be applied (before
     the close of the calendar year following the year of the dividend) as
     contributions toward the contract.

                                   ARTICLE V

1.   If the Annuitant dies before his or her entire interest in the contract is
     distributed to him or her and the Annuitant's surviving spouse is not the
     designated beneficiary, the remaining interest in the contract will be
     distributed in accordance with (a) below or, if elected or there is no
     designated beneficiary, in accordance with (b) below:

     (a)  The remaining interest in the contract will be distributed, starting
          by the end of the calendar year following the year of the Annuitant's
          death, over the designated beneficiary's remaining life expectancy, or
          a period no longer than such remaining life expectancy, as determined
          in the year following the death of the Annuitant. Life expectancy is
          determined using the single life table in Regulations section
          1.401(a)(9)-9.

     (b)  The remaining interest in the contract will be distributed by the end
          of the calendar year containing the fifth anniversary of the
          Annuitant's death.

2.   If the Annuitant's surviving spouse is the designated beneficiary, such
     spouse will then be treated as the Annuitant.

                                   ARTICLE VI

1.   The Annuitant agrees to provide the issuer with information necessary to
     prepare any reports required under sections 408(i) and 408A(d)(3)(E),
     Regulations sections 1.408-5 and 1.408-6, or other guidance published by
     the Internal Revenue Service (IRS).

2.   The issuer agrees to submit to the IRS and the Annuitant the reports
     prescribed by the IRS.

                                  ARTICLE VII

Notwithstanding any other Articles, which may be added or incorporated, the
provisions of Articles I through IV and this sentence will be controlling. Any
additional Articles inconsistent with section 408A, the related regulations, or
other published guidance will be invalid.

                                  ARTICLE VIII

This Endorsement will be amended as necessary to comply with the provisions of
the Code, related regulations, and other published guidance. Other amendments
may be made with the consent of the persons whose signatures appear on the
contract.

                                   ARTICLE IX

1.   Terms used in this Endorsement:

     (a)  "Issuer" means MetLife Insurance Company of Connecticut.

     (b)  "Annuitant," "You," and "Your" refer to the measuring life who is
          also the Owner of the annuity Contract or, if this is an inherited IRA
          within the meaning of Code Section 408(d)(3)(c) maintained for the
          benefit of a designated beneficiary of a deceased IRA Owner, the
          deceased IRA Owner.

     (c)  "Contract" may also refer to a "Certificate" issued under a group
          annuity Contract.

2.   Any provisions relating to Federal tax requirements for Your IRA Contract
     that do not apply to Roth IRAs are hereby deleted by this Endorsement. This
     includes, but is not limited to, provisions relating to minimum

ICC14-6-E-5                            2



     distribution requirements during Your life that apply to Your IRA Contract
     but do not apply to Your Roth IRA, such as:

     (i)  Automatic sending of information about income plans when you attain
          age 70, or

     (ii) starting income payments on the April 1 following the calendar year
          you attain age 70 1/2

     Any other Contract references to IRAs are replaced with Roth IRA.

3.   Notwithstanding Article I of this Endorsement, the issuer may accept only
     nontaxable transfers from an individual retirement plan under Code Section
     7701(a)(37), and the issuer may accept only one rollover contribution (as
     permitted by 408(d)(3) of the Code. Only one IRA rollover is permitted.
     Additional rollover contributions to this contract will be returned to the
     source. This limitation does not apply when an IRA owner transfers funds
     from one IRA trustee directly to another, because such a transfer is not a
     rollover and, therefore, is not subject to the one-rollover-per-year
     limitation.

4.   Notwithstanding Article II of this Endorsement, the issuer may accept IRA
     Conversion Contributions in any tax year starting in 2010 or later,
     regardless of whether the Annuitant's AGI for that tax year exceeds
     $100,000 or if the Annuitant is married and files a separate return.

5.   Notwithstanding Article IV of this Endorsement, no dividends are paid
     under this annuity Contract.

6.   Notwithstanding Article V, Paragraph 1 of this Endorsement, if an
     Annuitant dies, the remaining interest will be distributed as provided in
     the Contract, except that a beneficiary who is not the Annuitant's spouse
     will not become the Owner.

7.   Notwithstanding Article V, Paragraph 2, of this Endorsement a surviving
     spouse may not continue the Contract as Annuitant after Your death, unless
     the surviving spouse is the Annuitant's sole designated beneficiary.

8.   The "interest' in the Contract prior to the time that income payments
     irrevocably commence includes the amount of any outstanding rollover,
     transfer and re-characterization as provided under Q&A 7 and 8 of Treas.
     Reg. 1.408-8 along with the actuarial value of any other benefits provided
     under the Contract, such as guaranteed death benefits.

9.   For income tax purposes, any withdrawals available from Your Roth IRA are
     from annual contributions first, then converted amounts (on a first in,
     first out basis), and then Contract earnings. Withdrawals of contributions
     are generally not subject to Federal income tax (however, withdrawals of
     converted amounts within 5 years of such conversion may be subject to a 10%
     penalty tax). Withdrawals of earnings are not subject to Federal income tax
     provided such withdrawals are "qualified distributions." Qualified
     distributions are defined in Code Section 408A(d) as any distribution made
     five taxable years after Your first contribution to a Roth IRA and the
     distribution is: (i) made on or after the date you attain age 59 1/2; (ii)
     made because of Your disability as defined in Code Section 72(m)(7); (iii)
     made for a qualified first-time home purchase (up to $10,000); or (iv) made
     on account of Your death.

10.  Annuity income payments under this Contract will be made in accordance
     with applicable Federal tax law, including, but not limited to, Article V
     above.

11.  In order to continue to qualify this annuity Contract as a Roth IRA, we
     may amend this Contract to reflect changes in the tax law. We will notify
     you of any such amendments and, when required by law, we will obtain the
     approval of the appropriate regulatory authority. Notwithstanding Article
     VIII, the Annuitant's consent will be obtained only when required by law.

12.  Your contributions, in the aggregate, to Roth IRAs and traditional IRAs
     cannot exceed the limit set forth in Article I. You are solely responsible
     for determining Your eligibility to make a contribution to Your Roth IRA,
     including satisfying the adjusted gross income limits for contributions.

13.  For purposes of Article VII, the term "Article" shall include any
     provision of the Contract (including any endorsements thereto).

ICC14-6-E-5                            3



All other terms and conditions of the Contract remain unchanged.

MetLife Insurance Company of Connecticut has caused this Endorsement to be
signed by its [Secretary].

                                                        /s/ Jacob M. Jenkelowitz

ICC14-6-E-5                            4

EX-99.4(V)

                    METLIFE INSURANCE COMPANY OF CONNECTICUT
                              [1300 Hall Boulevard
                              Bloomfield, CT 06002]

                   INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT

This Endorsement forms a part of the Contract to which it is attached. The
effective date of the provisions in this Endorsement are the same as the date of
issue shown on the Contract Schedule page, or the date the provision is required
under the Federal tax law, if later. If there is a conflict between the terms of
the Contract (including any prior endorsements or riders thereto) and the terms
of this Endorsement, this Endorsement controls. However, the Contract may
contain further restrictions (including but not limited to the types and number
of contributions which will be accepted), which will continue to apply to the
extent consistent with Federal tax law.

This Endorsement is being added to the Contract as of the issue date in order to
comply with the Federal income tax rules that apply to the administration of
your Contract and the payment of the proceeds of the Contract or the payment of
any Death Benefit. The Owner will comply with the provisions of this Endorsement
to prevent loss of the advantages of tax deferral and to prevent tax penalties.

Terms used in this Endorsement:

(a)  "We" or the "Company", means MetLife Insurance Company of Connecticut.

(b)  "Annuitant", "You", and "Your" refer to the measuring life who is also the
     owner of the annuity Contract.

THE FOLLOWING PROVISIONS APPLY TO A CONTRACT WHICH IS ISSUED ON A QUALIFIED
BASIS IF THE APPLICATION INDICATES IT IS TO BE ISSUED UNDER THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, ("CODE") SECTION 408(b):

1.   This Contract is not transferable.

2.   This Contract, and the benefits under it, cannot be sold, assigned or
     pledged as collateral for a loan or as security for the performance of an
     obligation.

3.   The Owner is the Annuitant.

4.   The Annuitant's entire interest in this Contract is nonforfeitable.

5.   This Contract is established for the exclusive benefit of the Annuitant
     and the Annuitant's beneficiary(ies).

6.   Contributions:

     Only rollover contributions (as permitted by 408(d)(3) of the Code) or
     nontaxable transfers from an individual retirement plan defined under
     Section 7701(a)(37) of the Code will be accepted. With respect to rollovers
     from IRAs, Federal tax rules permit an individual to make only one IRA to
     IRA tax-free indirect rollover in any 1-year period. Additional rollover
     contributions to this contract will be returned to the source. This
     limitation does not apply when an IRA owner transfers funds from one IRA
     trustee directly to another, because such a transfer is not a rollover and,
     therefore, is not subject to the one-rollover-per-year limitation.

7.   Distributions in the form of an annuity:

     a)   The distribution of the Annuitant's interest in the Contract shall be
          made in accordance with the requirements of Code section 408(b)(3) and
          the regulations there under, the provisions of which are herein
          incorporated by reference.

     b)   Distributions under the annuity payment options in the Contract must
          commence to be distributed, no later than the first day of April
          following the calendar year in which the Annuitant attains age 70 1/2,
          (the "required beginning date"), over (a) the life of the Annuitant,
          or the lives of the Annuitant and his or her designated beneficiary
          within the meaning of section 401(a)(9) ("designated beneficiary"), or
          (b) a period certain not extending beyond the life expectancy of the
          Annuitant, or the joint and last survivor expectancy of the Annuitant
          and his or her designated beneficiary. Payments must be made

ICC14-6-E-6                            1



          in periodic payments at intervals of no longer than one year. In
          addition, payments must be either non-increasing or they may increase
          only as provided in applicable Income Tax Regulations.

     c)   The first required payment can be made as late as April 1 of the year
          following the year the individual attains 70 1/2 and must be the
          payment that is required for one payment interval. The second payment
          need not be made until the end of the next payment interval.

     d)   The interest in the Contract includes the amount of any outstanding
          rollover, transfer and recharacterization under Q&As-7 and -8 of
          section 1.408-8 of the Income Tax Regulations and the actuarial value
          of any other benefits provided under the Contract, such as guaranteed
          death benefits.

8.   Distributions in a form other than an annuity:

     a)   The distribution of the Annuitant's interest in the Contract shall be
          made in accordance with the requirements of Code sections 408(a)(6)
          and 401(a)(9) and the regulations there under, the provisions of which
          are herein incorporated by reference.

     b)   The entire value of the Contract will commence to be distributed no
          later than the first day of April following the calendar year in which
          the Annuitant attains age 70 1/2 (the "required beginning date") over
          the life of the Annuitant or the lives of the Annuitant and his or her
          designated beneficiary.

     c)   The amount to be distributed each year, beginning with the calendar
          year in which the Annuitant attains age 70 1/2 and then for each
          succeeding calendar year, shall not be less than the quotient obtained
          by dividing the annuitant's benefit ("Account Value") by the
          distribution period determined under the applicable life expectancy
          table set forth in the Income Tax Regulations, using the Annuitant's
          and designated beneficiary's (if applicable) age(s) as of each of his
          or her birthday(s) in the year.

     d)   The required minimum distribution for the year the Annuitant attains
          age 70 1/2 can be made as late as April 1 of the following year. The
          required minimum distribution for any other year must be made by the
          end of such year.

9.   The Account Value includes the amount of any outstanding rollover,
     transfer and recharacterization under Q&As -7 and -8 of section 1.408-8 of
     the Income Tax Regulations and the actuarial value of any other benefits
     provided under the Contract, such as guaranteed death benefits.

10.  If the Annuitant has more than one individual retirement annuity or
     account ("IRA"), the amount of the required minimum distribution must be
     determined separately for each IRA and then aggregated to determine the
     required minimum distribution for the year. However, the Annuitant shall be
     permitted to withdraw this required minimum distribution in any year from
     any one or a combination of his or her IRAs in accordance with the Federal
     income tax rules. Notwithstanding anything in the Contract to the contrary,
     if the Annuitant does not elect to receive a distribution from this
     Contract to satisfy the minimum distribution, we will assume that the
     Annuitant is receiving the required amount from another IRA. The Annuitant
     shall be responsible in such instance for determining whether the minimum
     distribution requirements are met, and the Company shall have no
     responsibility for such determination.

11.  If the Annuitant dies after distributions have begun the following rules
     apply:

     a)   where distributions have begun under a permissible income annuity
          option, the remaining portion of such interest will continue to be
          distributed at least as rapidly as under the method of distribution
          being used prior to the Annuitant's death;

     b)   if distributions have begun in a form other than a permissible
          annuity payment option, payments must be made over a period not
          extending beyond the remaining life expectancy of the designated
          beneficiary as determined under the applicable single life expectancy
          table set forth in the Income Tax Regulations (or over a period no
          longer than the remaining life expectancy of the Annuitant in the year
          of death, if longer, or where there is no designated beneficiary).
          Payments must commence no later than December 31st of the calendar
          year following the calendar year of the Annuitant's death.

ICC14-6-E-6                            2



          If distributions are being made to a surviving spouse as the sole
          designated beneficiary, such spouse's remaining life expectancy for a
          year is the number in the Single Life Table corresponding to such
          spouse's age in the year. In all other cases, remaining life
          expectancy for a year is the number in the Single Life Table
          corresponding to the beneficiary's (or Annuitant's) age in the year of
          the Annuitant's death, reduced by one (1) for each subsequent year.

12.  If the Annuitant dies before distributions have begun, the entire amount
     payable to the beneficiary will be distributed no later than December 31 of
     the calendar year which contains the fifth anniversary of the date of the
     Annuitant's death except to the extent that an election is made to receive
     distributions in accordance with (a) or (b) below:

     a)   if any portion of the Contract proceeds is payable to a designated
          beneficiary, distributions may be made in installments over the life
          or over a period not extending beyond the life expectancy of the
          designated beneficiary commencing no later than December 31 of the
          calendar year immediately following the calendar year in which the
          Annuitant died;

     b)   if the sole designated beneficiary is the Annuitant's surviving
          spouse, and benefits are to be distributed in accordance with (a)
          above, distributions must begin on or before the later of (a) December
          31 of the calendar year immediately following the calendar year in
          which the annuitant died or (b) December 31 of the calendar year in
          which the Annuitant would have attained age 70 1/2. If the surviving
          spouse dies before required distributions commence to him or her, the
          remaining interest will be distributed no later than December 31 of
          the calendar year which contains the fifth anniversary of the
          Annuitant's death, or, if elected, in accordance with paragraph (a)
          above, starting by December 31 of the calendar year following the
          calendar year of the spouse's death. If the surviving spouse dies
          after required distributions commence to him or her, any remaining
          interest will continue to be distributed under the Contract option
          chosen.

13.  Special Rules for Distributions After the Annuitant's Death:

     a)   If the designated beneficiary is the Annuitant's surviving spouse, to
          the extent permitted under the tax law, the spouse may instead of
          receiving distributions under sections 13 and 14, treat the Contract
          as his or her own IRA. This election will be deemed to have been made
          if such surviving spouse makes a regular IRA contribution to the
          Contract, makes a rollover to or from such Contract, or fails to elect
          any of the above provisions.

     b)   For purposes of distributions beginning after the annuitant's death,
          life expectancy is determined using the applicable table set forth in
          the Income Tax Regulations for determining a single life expectancy.
          The life expectancy of the surviving spouse shall be recalculated each
          year (except as provided under Income Tax Regulations after the death
          of the surviving spouse). In all other cases, life expectancies shall
          be calculated using the attained age of such beneficiary during the
          calendar year in which distributions are required to begin pursuant to
          this section, and payments for any subsequent calendar year shall be
          calculated based on such life expectancy reduced by one for each
          calendar year which has elapsed since the calendar year life
          expectancy was first calculated. Life expectancy for distributions
          under an annuity payment option available under the Contract may not
          be recalculated.

     c)   Distributions are considered to have begun if distributions are made
          on account of the individual reaching his or her required beginning
          date or if prior to the required beginning date distributions
          irrevocably commence to an individual over a period permitted and in
          an annuity form acceptable under the Code or Income Tax Regulations.

14.  The company shall furnish annual calendar year reports concerning the
     status of the annuity and such information concerning required minimum
     distributions as is prescribed by the Commissioner of Internal Revenue.

15.  This contract does not require fixed premiums or contributions. However,
     if we do not receive an initial contribution within 90 days of the Contract
     issue date, this Contract may be cancelled. Also, we may, if permitted by
     law, cancel your Contract by paying you its contract value if (a) the
     contract value is less than

ICC14-6-E-6                            3



     $2,000; and (b) such contract value if accrued with interest to age 70 1/2
     at the minimum interest rate specified in the Contract will provide an
     income payment of less than $20 per month if calculated under the basis
     described in the Contract and exhibits thereto.

16.  In order to continue to qualify this annuity Contract as an IRA under
     section 408(b) and to comply with Federal income tax rules, we have the
     right to interpret its provisions in accordance with the Code, including
     without limitation section 408(b), section 401(a)(9) and the regulations
     there under. We may amend this Contract to reflect changes in the tax law.
     We will notify you of any such amendments and, when required by law, we
     will obtain the approval of the appropriate regulatory authority.

All other terms and conditions of the Contract remain unchanged.

MetLife Insurance Company of Connecticut has caused this Endorsement to be
signed by its [Secretary].

                                                    /s/ Jacob M. Jenkelowitz

ICC14-6-E-6                            4

EX-99.4(VI)

                    METLIFE INSURANCE COMPANY OF CONNECTICUT
                              [1300 Hall Boulevard
                              Bloomfield, CT 06002]


                       NON-QUALIFIED ANNUITY ENDORSEMENT

This Endorsement forms a part of the Contract to which it is attached and its
provisions apply in lieu of any Contract provisions to the contrary. This
Endorsement is being added to the Contract as of the issue date in order to
comply with, summarize and clarify the federal income tax rules that apply to
the administration of your Contract and the payment of the proceeds of the
Contract or the payment of any Death Benefit. The Owner will comply with the
provisions of this endorsement to prevent loss of the advantages of tax deferral
and to prevent tax penalties.

Any change of ownership of the contract whether by sale, gift or other transfer
could have income, estate and/or gift tax consequences. You should consult your
own tax advisor with regard to the consequences of any change of ownership of
the contract.

Any portion of the contract that is pledged or assigned is taxable to you as
income to the extent that the Account Value immediately before the assignment or
other encumbrance exceeds the investment in the contract.

In order to maintain its status as a nonqualified annuity contract under section
72(s) of the Internal Revenue Code of 1986, as subsequently amended, (the
"Code"), notwithstanding anything in the Contract (including any endorsements
thereto) to the contrary, the following rules apply:

1.   Where any Owner dies prior to the "annuity starting date" (as defined
     under section 72(c)(4) of the Code and the regulations there under), the
     entire Contract proceeds must be paid out to the person who is otherwise
     entitled to receive the Contract proceeds or death benefit under the terms
     of the Contract (the "Payee"), either: (a) within five years of the date of
     the death or (b) as provided in income tax regulations, over the payee's
     life or over a period no greater than the Payee's life expectancy in
     substantially equal payments made at least annually beginning within twelve
     months of the date of death.

2.   Where any Owner dies on or after the "annuity starting date", payments
     must continue to be made as least as rapidly as under the annuity payment
     method in effect at the time of the Owner's death.

3.   If the Contract is owned by a non-natural person (non-individual), the
     death of any primary Annuitant (or, where otherwise permitted under the
     terms of the Contract, the change of any primary Annuitant) shall be
     treated as the death of an Owner. Accordingly, the federal income tax rules
     require that the entire Contract proceeds be paid out to the Payee as
     provided under paragraph 1 or 2 above (whichever is applicable).

4.   Where the Payee is the spouse of the Owner, and where otherwise permitted
     under the terms of the Contract, the Payee may, instead of receiving the
     Contract proceeds or death benefit as provided in this Endorsement,
     continue such Contract as Owner.

5.   The Payee may exercise rights of ownership (such as the ability to make
     reallocations and transfers, if applicable).

6.   Where permitted under the Code, We may deem payments made to a trust (or
     to the trustee of such trust) that is treated as owned by a natural person
     under sections 672 et. seq. of the Code, and under whose terms such natural
     person can compel the distribution of the entire trust property to himself
     or herself; as being paid to such natural person as Payee".

Your Contract is intended to comply with section 72(s) of the Code and will be
interpreted accordingly. We reserve the right to amend the Contract or to
accelerate or change payments thereunder (including payment of the entire
Contract proceed in the form of a single lump sum) so as to comply with the
provisions of the federal income tax law, including section 72(s) of the Code.
We will notify You of any such amendment, and, when required by law, we will
obtain the approval of the appropriate regulatory authority.

ICC14-6-E-7                            1



All other terms and provisions of the Contract are unchanged.

MetLife Insurance Company of Connecticut has caused this Endorsement to be
signed by its [Secretary].

                                                       /s/ Jacob M. Jenkelowitz

ICC14-6-E-7                            2

EX-99.(VII)

                    METLIFE INSURANCE COMPANY OF CONNECTICUT
                              [1300 Hall Boulevard
                             Bloomfield, CT 06002]

                        UNISEX ANNUITY RATES ENDORSEMENT

This Endorsement forms a part of the Contract to which it is attached for use in
connection with a retirement plan which receives favorable income tax treatment
under Sections 401, 403 or 408 of the Internal Revenue Code, or where required
by state law. In the case of a conflict with any provision in the Contract, the
provisions of this Endorsement will control. We may further amend the Contract
from time to time to meet any requirements applicable to such plans or laws. The
effective date of this Endorsement is the Issue Date shown on the Contract
Schedule. The provisions of the Contract are modified as follows:

   1.   Deleting any reference to sex;

   2.   The Contract is further modified by substituting the attached Annuity
        Rate Tables for the corresponding Annuity Rate Tables in the Tables
        section of the Contract.

MetLife Insurance Company of Connecticut has caused this Endorsement to be
signed by its [Secretary.]

                                                    /s/ Jacob M. Jenkelowitz

ICC14-6-E-9                            1


                              FIXED ANNUITY TABLES
                           AMOUNT OF MONTHLY PAYMENT
                      PER $1,000 OF ADJUSTED ACCOUNT VALUE



                                 OPTION 2 -
                       LIFE ANNUITY WITH 10 YEARS OF      OPTION 3 -
          OPTION 1 -        ANNUITY PAYMENTS          LIFE ANNUITY WITH
        LIFE ANNUITY            GUARANTEED               CASH REFUND
 AGE
                                               
   60    $    3.05          $   3.03                   $    2.75
   61    $    3.12          $   3.10                   $    2.80
   62    $    3.20          $   3.18                   $    2.85
   63    $    3.28          $   3.26                   $    2.91
   64    $    3.37          $   3.34                   $    2.97
   65    $    3.46          $   3.43                   $    3.03
   66    $    3.56          $   3.52                   $    3.10
   67    $    3.67          $   3.62                   $    3.16
   68    $    3.78          $   3.72                   $    3.23
   69    $    3.90          $   3.83                   $    3.31
   70    $    4.02          $   3.95                   $    3.38
   71    $    4.15          $   4.07                   $    3.46
   72    $    4.30          $   4.19                   $    3.54
   73    $    4.45          $   4.33                   $    3.63
   74    $    4.61          $   4.47                   $    3.72
   75    $    4.79          $   4.62                   $    3.82
   76    $    4.97          $   4.77                   $    3.92
   77    $    5.17          $   4.93                   $    4.02
   78    $    5.39          $   5.10                   $    4.13
   79    $    5.62          $   5.27                   $    4.24
   80    $    5.86          $   5.45                   $    4.36
   81    $    6.13          $   5.64                   $    4.49
   82    $    6.41          $   5.83                   $    4.62
   83    $    6.72          $   6.03                   $    4.76
   84    $    7.05          $   6.22                   $    4.90
   85    $    7.41          $   6.42                   $    5.05
   86    $    7.79          $   6.62                   $    5.21
   87    $    8.21          $   6.82                   $    5.38
   88    $    8.65          $   7.01                   $    5.55
   89    $    9.14          $   7.19                   $    5.74
   90    $    9.66          $   7.37                   $    5.93
   91    $   10.22          $   7.54                   $    6.13
   92    $   10.82          $   7.69                   $    6.34
   93    $   11.46          $   7.83                   $    6.56
   94    $   12.15          $   7.97                   $    6.79
   95    $   12.88          $   8.08                   $    7.03


ICC14-6-E-9                            2



                      OPTION 4 - JOINT AND SURVIVOR ANNUITY



 Primary
Annuitant  Joint Annuitant Age
  Age        60      65      70      75      80      85      90      95
                                           
   60      $ 2.61  $ 2.74  $ 2.84  $ 2.92  $ 2.97  $ 3.00  $ 3.02  $ 3.03
   65      $ 2.74  $ 2.92  $ 3.08  $ 3.21  $ 3.31  $ 3.37  $ 3.41  $ 3.44
   70      $ 2.84  $ 3.08  $ 3.32  $ 3.54  $ 3.71  $ 3.84  $ 3.92  $ 3.96
   75      $ 2.92  $ 3.21  $ 3.54  $ 3.86  $ 4.15  $ 4.39  $ 4.55  $ 4.66
   80      $ 2.97  $ 3.31  $ 3.71  $ 4.15  $ 4.61  $ 5.02  $ 5.34  $ 5.56
   85      $ 3.00  $ 3.37  $ 3.84  $ 4.39  $ 5.02  $ 5.66  $ 6.24  $ 6.69
   90      $ 3.02  $ 3.41  $ 3.92  $ 4.55  $ 5.34  $ 6.24  $ 7.17  $ 7.99
   95      $ 3.03  $ 3.44  $ 3.96  $ 4.66  $ 5.56  $ 6.69  $ 7.99  $ 9.31


    OPTION 5 - JOINT AND SURVIVOR ANNUITY WITH 10 YEARS OF ANNUITY PAYMENTS
                                   GUARANTEED



 Primary
Annuitant  Joint Annuitant Age
  Age        60      65      70      75      80      85      90      95
                                           
60         $ 2.61  $ 2.74  $ 2.84  $ 2.91  $ 2.96  $ 3.00  $ 3.01  $ 3.02
65         $ 2.74  $ 2.92  $ 3.08  $ 3.21  $ 3.30  $ 3.37  $ 3.40  $ 3.42
70         $ 2.84  $ 3.08  $ 3.32  $ 3.53  $ 3.70  $ 3.82  $ 3.89  $ 3.92
75         $ 2.91  $ 3.21  $ 3.53  $ 3.85  $ 4.13  $ 4.35  $ 4.49  $ 4.57
80         $ 2.96  $ 3.30  $ 3.70  $ 4.13  $ 4.56  $ 4.93  $ 5.20  $ 5.35
85         $ 3.00  $ 3.37  $ 3.82  $ 4.35  $ 4.93  $ 5.49  $ 5.94  $ 6.21
90         $ 3.01  $ 3.40  $ 3.89  $ 4.49  $ 5.20  $ 5.94  $ 6.58  $ 7.01
95         $ 3.02  $ 3.42  $ 3.92  $ 4.57  $ 5.35  $ 6.21  $ 7.01  $ 7.59


             OPTION 6 - JOINT AND SURVIVOR ANNUITY WITH CASH REFUND



 Primary
Annuitant  Joint Annuitant Age
  Age        60      65      70      75      80      85      90      95
                                           
60         $ 2.54  $ 2.64  $ 2.71  $ 2.75  $ 2.76  $ 2.76  $ 2.75  $ 2.75
65         $ 2.64  $ 2.80  $ 2.92  $ 3.00  $ 3.04  $ 3.04  $ 3.04  $ 3.04
70         $ 2.71  $ 2.92  $ 3.12  $ 3.27  $ 3.36  $ 3.39  $ 3.40  $ 3.39
75         $ 2.75  $ 3.00  $ 3.27  $ 3.52  $ 3.70  $ 3.81  $ 3.84  $ 3.84
80         $ 2.76  $ 3.04  $ 3.36  $ 3.70  $ 4.02  $ 4.25  $ 4.37  $ 4.40
85         $ 2.76  $ 3.04  $ 3.39  $ 3.81  $ 4.25  $ 4.66  $ 4.95  $ 5.08
90         $ 2.75  $ 3.04  $ 3.40  $ 3.84  $ 4.37  $ 4.95  $ 5.47  $ 5.84
95         $ 2.75  $ 3.04  $ 3.39  $ 3.84  $ 4.40  $ 5.08  $ 5.84  $ 6.51


     Monthly installments for ages not shown will be furnished on request.

ICC14-6-E-9                            3

EX-99.4(VIII)

                    METLIFE INSURANCE COMPANY OF CONNECTICUT
                              [1300 Hall Boulevard
                             Bloomfield, CT 06002]

                DEATH BENEFIT RIDER - RETURN OF PURCHASE PAYMENT

This Rider forms a part of the Contract to which it is attached and is effective
upon issuance. In case of a conflict with any provision in the Contract, the
provisions of this Rider will control. The following amends the "Death Benefit
Provisions" of the Contract as follows:

DEATH BENEFIT PROVISIONS

DEATH BENEFIT DURING THE ACCUMULATION PERIOD
This provision is amended and superseded to provide that the death benefit will
be the greater of:
     (1)  the Account Value; or
     (2)  the Purchase Payment, reduced proportionately by the percentage
          reduction in Account Value attributable to each partial withdrawal.

If a non-natural person owns the Contract, then Annuitant shall be deemed to be
Owner in determining the death benefit.

If the Owner is a natural person and the Owner is changed to someone other than
a spouse, the death benefit amount shall be determined as defined above;
however, subsection (2) shall be restated to provide as follows: "the Account
Value as of the effective date of the change of Owner and reduced
proportionately by the percentage reduction in Account Value attributable to
each partial withdrawal made after such date".

In the event that a Beneficiary who is the spouse of the Owner elects to
continue the Contract in his or her name in accordance with the "Death Benefit
Options During The Accumulation Period" provision, the death benefit amount
shall be determined in accordance with (1) or (2) above.

The amount of the death benefit is determined as of the end of the Business Day
on which we have received both due proof of death and an election for the
payment method. Any excess of the death benefit over the Account Value will be
allocated to each applicable Subaccount in the Separate Account in the ratio
that the Account Value in a Subaccount bears to the total Account Value. The
death benefit in the Separate Account remains in the Separate Account until
distribution begins. From the time the death benefit is determined until
complete distribution is made, any amount in a Subaccount will be subject to
investment risk. This risk is borne by the Beneficiary.

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD
This provision of the Contract is amended to add that if the Beneficiary is the
spouse of the Owner, he or she may elect to continue the Contract in his or her
own name and upon such election the Account Value will be adjusted 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 Subaccount in the Separate
Account in the ratio that the Account Value in a Subaccount bears to the total
Account Value.

This Rider is irrevocable.

The Death Benefit Rider Charge, if any, is shown on the Contract Schedule. Any
Death Benefit Rider Charge will be deducted from the Account Value.

ICC14-6-ROP-1



TERMINATION OF RIDER
This Rider will terminate:
a)   Upon termination of the Contract; or
b)   When any portion of the Account Value is applied to an Annuity Option

The Death Benefit Rider Charge, if any, will no longer be deducted after the
Rider has terminated.

MetLife Insurance Company of Connecticut has caused this Rider to be signed by
its [Secretary].

                                                      [/s/ Jacob M. Jenkelowitz]

ICC14-6-ROP-1

EX-99.5

ANNUITIES                                                      [LOGO OF METLIFE]

APPLICATION FOR INDIVIDUAL MODIFIED SINGLE PURCHASE
PAYMENT DEFERRED VARIABLE ANNUITY

METLIFE ACCUMULATION ANNUITY                            HOW TO SUBMIT THIS FORM:

                                                     
MetLife Insurance Company of Connecticut ("MetLife")    Please send this entire form to us by mail.
Home Office Address (no correspondence)                 Annuity Service Center
1300 Hall Boulevard, Bloomfield, CT 06002               P.O. Box 770001, Cincinnati, Ohio
                                                        45277-0050



SECTION 1 - ANNUITANT INFORMATION

Annuitant will be the Owner unless the Owner section is completed.

First name                  Middle name                Last name

________________________________________________________________________________


Address                             City                  State       ZIP

________________________________________________________________________________


Social Security number   [_] Male      Date of birth      Phone number
                         [_] Female

________________________________________________________________________________


Email address            Country of legal residence       Country of citizenship

________________________________________________________________________________


SECTION 2 - OWNER INFORMATION

o  Complete if the Owner is different than the Annuitant. Correspondence is
   sent to the Owner.

o  The Annuitant and Owner must be the same person for all IRA plan types.

o  If the Owner is a Trust, complete the Trustee Certification form.

o  Please complete either the individual OR entity name field(s) as applicable.

First name                Middle name                Last name

________________________________________________________________________________


Entity name (IF APPLICABLE)

________________________________________________________________________________

Address                             City                  State       ZIP

________________________________________________________________________________


Social Security number   [_] Male     Date of birth/Date of Trust   Phone number
                         [_] Female

________________________________________________________________________________


Email address             Country of legal residence      Country of citizenship

________________________________________________________________________________


                                                                     Page 1 of 6

ICC14-MAA (06/14)                                                 MAA (11/14) Fs



o OPTIONAL - JOINT OWNER INFORMATION (NON-QUALIFIED ONLY)

First name               Middle name                  Last name

________________________________________________________________________________


Address                        City                        State      ZIP

________________________________________________________________________________


Social Security number   [_] Male      Date of birth      Phone number
                         [_] Female

________________________________________________________________________________


Email address             Country of legal residence      Country of citizenship

________________________________________________________________________________


SECTION 3 - PRIMARY AND CONTINGENT BENEFICIARY(IES)

o  If more than three beneficiaries are named, attach a separate sheet.

o  Either relationship to Owner or Social Security Number (SSN) must be
   provided for all beneficiaries named.

o  Primary and Contingent Beneficiary percentages must each add up to 100%.

o  If ALL Primary Beneficiaries predecease the Owner, then any Contingent
   Beneficiaries listed below will be considered Primary Beneficiaries unless
   we are notified otherwise by the Owner.

o  If Joint Owners are named, upon the death of either Joint Owner the
   surviving Joint Owner will be the primary beneficiary, and all other
   beneficiaries will be considered contingent beneficiaries.

o  The death benefit will be payable to your estate if no designated
   beneficiary survives you, or if you do not designate a beneficiary.

PRIMARY BENEFICIARY

First name          Middle name         Last name                      % of
                                                                     Proceeds
____________________________________________________________________


Relationship to    Date of birth   Social Security    Phone number
Owner(s)                           number

____________________________________________________________________


Address                             City              State      ZIP

________________________________________________________________________________


SECTION 3 CONTINUED ON THE NEXT PAGE.

                                                                     Page 2 of 6

ICC14-MAA (06/14)                                                 MAA (11/14) Fs



[_] PRIMARY    [_] CONTINGENT

First name          Middle name         Last name                      % of
                                                                     Proceeds
____________________________________________________________________


Relationship to    Date of birth   Social Security    Phone number
Owner(s)                           number

____________________________________________________________________


Address                             City              State      ZIP

________________________________________________________________________________


[_] PRIMARY      [_] CONTINGENT

First name          Middle name         Last name                      % of
                                                                     Proceeds
____________________________________________________________________


Relationship to    Date of birth   Social Security    Phone number
Owner(s)                           number

____________________________________________________________________


Address                             City              State      ZIP

________________________________________________________________________________

SECTION 4 - PLAN TYPE

[_] Non-Qualified   [_] Traditional IRA   [_] Roth IRA

SECTION 5 - PURCHASE PAYMENT (COMPLETE FOR EACH SOURCE OF INCOMING FUNDS)



                               PAYMENT TYPE                                        AMOUNT
    -------------------------------------------------------------------------   --------------
                                                                 
1)  [_] Transfer   [_] Rollover   [_] 1035 Exchange   [_] Contribution/Payment  $
                                                                                --------------
2)  [_] Transfer   [_] Rollover   [_] 1035 Exchange   [_] Contribution/Payment  $
                                                                                --------------
3)  [_] Transfer   [_] Rollover   [_] 1035 Exchange   [_] Contribution/Payment  $
                                                                                --------------
4)  [_] Transfer   [_] Rollover   [_] 1035 Exchange   [_] Contribution/Payment  $
                                                                                --------------


NOTE: ROLLOVERS ARE ONLY AVAILABLE FOR IRA PLAN TYPES.

TOTALS:

o  Please total the purchase payment amount for each of the incoming funds
   listed above.

o  The minimum purchase payment is $25,000.

                              TOTAL PURCHASE PAYMENT AMOUNT $
                                                            --------------------

                                                                     Page 3 of 6
ICC14-MAA (06/14)                                                 MAA (11/14) Fs




SECTION 6 - BENEFIT RIDERS

Your contract will be issued with the following standard benefit riders:

o  Preservation and Growth Rider (PGR)

o  Return of Purchase Payment Death Benefit

SECTION 7 - PURCHASE PAYMENT ALLOCATION

Your purchase payment will be allocated to the following investment option:

Fidelity VIP FundsManager(R) 60% Portfolio  100%
                                            ----

SECTION 8 - REPLACEMENTS (MUST BE COMPLETED)

Does the applicant have any existing life insurance policies
or annuity contracts?                                          Yes [_]   No [_]

Will the proposed annuity replace, discontinue, or change any
existing policy or contract?                                   Yes [_]   No [_]

If "Yes" to either, ensure that any applicable disclosure and replacement forms
are attached.

Replacement includes any surrender, loan, withdrawal, lapse, reduction in or
redirection of payments on an annuity or life insurance contract in connection
with this application.

SECTION 9 - NOTICE TO APPLICANT

Any person who knowingly presents a false statement in an application for
insurance may be guilty of a criminal offense and subject to penalties under
state law

SECTION 10 - CLIENT ACKNOWLEDGEMENTS AND SIGNATURE(S)

By signing below, I (we) acknowledge the following:

o  I (We) agree that the above information and statements and those made on
   all pages of this application are true and correct to the best of my (our)
   knowledge and belief and are made as the basis of my (our) application.

o  I (We) acknowledge receipt of the current prospectus of MetLife for the
   MetLife Accumulation Annuity.

o  CONTRACT VALUES AND BENEFITS BASED ON SEPARATE ACCOUNT ASSETS ARE NOT
   GUARANTEED AND WILL DECREASE OR INCREASE WITH INVESTMENT EXPERIENCE.

o  I (We) have received MetLife's Customer Privacy Notice.

o  I (We) have read and understand the information above.

o  I (We) have read and understand the Notice to Applicant above.

o  I (We) understand that there is no additional tax benefit obtained by
   funding a Traditional or Roth IRA with an annuity.

o  I (We) have received the Enterprise Annuity Transfer Disclosure, if
   applicable.

o  I (we) acknowledge receipt of the Variable Annuity Disclosure Document, if
   applicable in my state. Please see the State Replacement Forms ("STATEREPS")
   list for states that require the Variable Annuity Disclosure document.

o  I (WE) UNDERSTAND THAT METLIFE DOES NOT GUARANTEE THE TAX CONSEQUENCES OF
   THE ANNUITY (INCLUDING, BUT NOT LIMITED TO, WHETHER THE TRADITIONAL OR ROTH
   IRA OR OTHER TAX-QUALIFIED ANNUITY MEETS MINIMUM DISTRIBUTION REQUIREMENTS
   AND HOW MUCH OF EACH INCOME PAYMENT IS EXCLUDABLE FROM INCOME AS A RETURN OF
   ANY AFTER-TAX CONTRIBUTION), AND I (WE) SHOULD CONSULT MY (OUR) OWN TAX
   ADVISOR PRIOR TO PURCHASE OF THE ANNUITY.

                                                                     Page 4 of 6

ICC14-MAA (06/14)                                                 MAA (11/14)Fs



US TAX CERTIFICATION

Under penalties of perjury, I certify that:

1.   The number shown on this form is my correct taxpayer identification
     number, and

2.   I am not subject to backup withholding because: (a) I am exempt from
     backup withholding, or (b) I have not been notified by the Internal Revenue
     Service (IRS) that I am subject to backup withholding as a result of a
     failure to report all interest or dividends, or (c) the IRS has notified me
     that I am no longer subject to backup withholding, and

     (IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO
     BACKUP WITHHOLDING BECAUSE OF UNDER REPORTING INTEREST OR DIVIDENDS ON YOUR
     TAX RETURN, YOU MUST CROSS OUT AND INITIAL THIS ITEM.)

3.   I am a U.S. citizen or other U.S. person, and

4.   I am not subject to FATCA reporting because I am a U.S. person and the
     account is located within the United States.

     (IF YOU ARE NOT A U.S. CITIZEN OR OTHER U.S. PERSON FOR TAX PURPOSES,
     PLEASE CROSS OUT THE LAST TWO CERTIFICATIONS AND COMPLETE APPROPRIATE IRS
     DOCUMENTATION.)

NOTE: If the Owner is a non-natural person, print the name of the Owner and have
one or more Owner representatives sign


-----------------------------------------------------   ------------------------
City where the application is signed                    State

X
-----------------------------------------------------   ------------------------
Signature and title of Owner (ANNUITANT                 Date signed (MM/DD/YYYY)
UNLESS OTHERWISE NAMED)

X
-----------------------------------------------------   ------------------------
Signature of Joint Owner (IF APPLICABLE)                Date signed (MM/DD/YYYY)

X
-----------------------------------------------------   ------------------------
Signature of Annuitant (IF DIFFERENT THAN THE OWNER)    Date signed (MM/DD/YYYY)

                                                                     Page 5 of 6

ICC14-MAA (06/14)                                                 MAA (11/14) Fs



SECTION 11 - REPRESENTATIVE INFORMATION

By signing below, I certify the following:

o  All information provided by the applicant has been truly and accurately
   recorded.

o  All answers are correct to the best of my knowledge.

o  I have provided the Proposed Owner(s) with MetLife's Customer Privacy
   Notice prior to or at the time he/she completed the application form.

o  I have provided the Enterprise Annuity Transfer Disclosure, if applicable.

o  I have provided the Variable Annuity Disclosure Document, if applicable.

Does the applicant have any existing life insurance policies
or annuity contracts?                                           [_] Yes   [_] No

Will the proposed annuity replace, discontinue, or change any
existing policy or contract?                                    [_] Yes   [_] No

If "Yes" to either, ensure that any applicable disclosure and replacement forms
are attached.

REPRESENTATIVE

First name                  Middle name                 Last name

________________________________________________________________________________

X
-----------------------------------------------------   ------------------------
Signature of Representative:                            Date signed (MM/DD/YYYY)

                                                                     Page 6 of 6

ICC14-MAA (06/14)                                                 MAA (11/14) Fs

EX-99.13

                    MetLife Insurance Company of Connecticut

                               Power of Attorney

                              Eric T. Steigerwalt
    Chairman of the Board, President, Chief Executive Officer and a Director

KNOW ALL MEN BY THESE PRESENTS, that I, Eric T. Steigerwalt, Chairman of the
Board, President and Chief Executive Officer and a Director of MetLife Insurance
Company of Connecticut (the "Company"), a Connecticut company, do hereby
constitute and appoint Michele H. Abate, Paul G. Cellupica, John E. Connolly,
Jr. and Andrew L. Gangolf, as my attorney-in-fact and agent, each of whom may
act individually and none of whom is required to act jointly with any of the
others, to sign and file on my behalf and to execute and file any instrument or
document required to be filed as part of or in connection with or in any way
related to, the Registration Statement(s) and any and all amendments thereto
filed by the Company under the Securities Act of 1933 and/or the Investment
Company Act of 1940, pertaining to the new variable annuity contract (File No.
333-_______) issued through MetLife of CT Separate Account Eleven for Variable
Annuities and to have full power and authority to do or cause to be done in my
name, place and stead each and every act and thing necessary or appropriate in
order to effectuate the same, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them, may do or cause to be done by virtue hereof.
This Power of Attorney does not revoke any prior powers of attorney.

IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of June, 2014.

/s/ Eric T. Steigerwalt
--------------------------------------
Eric T. Steigerwalt



                    MetLife Insurance Company of Connecticut

                               Power of Attorney

                              Elizabeth M. Forget
                       Director and Senior Vice President

KNOW ALL MEN BY THESE PRESENTS, that I, Elizabeth M. Forget, a Director and
Senior Vice President of MetLife Insurance Company of Connecticut (the
"Company"), a Connecticut company, do hereby constitute and appoint Michele H.
Abate, Paul G. Cellupica, John E. Connolly, Jr. and Andrew L. Gangolf, as my
attorney-in-fact and agent, each of whom may act individually and none of whom
is required to act jointly with any of the others, to sign and file on my behalf
and to execute and file any instrument or document required to be filed as part
of or in connection with or in any way related to, the Registration Statement(s)
and any and all amendments thereto filed by the Company under the Securities Act
of 1933 and/or the Investment Company Act of 1940, pertaining to the new
variable annuity contract (File No. 333-_______) issued through MetLife of CT
Separate Account Eleven for Variable Annuities and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. This Power of Attorney does not revoke any prior
powers of attorney.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of June, 2014.

/s/ Elizabeth M. Forget
--------------------------------------
Elizabeth M. Forget



                    MetLife Insurance Company of Connecticut

                               Power of Attorney

                                 Gene L. Lunman
                       Director and Senior Vice President

KNOW ALL MEN BY THESE PRESENTS, that I, Gene L. Lunman, a Director and Senior
Vice President of MetLife Insurance Company of Connecticut (the "Company"), a
Connecticut company, do hereby constitute and appoint Michele H. Abate, Paul G.
Cellupica, John E. Connolly, Jr. and Andrew L. Gangolf, as my attorney-in-fact
and agent, each of whom may act individually and none of whom is required to act
jointly with any of the others, to sign and file on my behalf and to execute and
file any instrument or document required to be filed as part of or in connection
with or in any way related to, the Registration Statement(s) and any and all
amendments thereto filed by the Company under the Securities Act of 1933 and/or
the Investment Company Act of 1940, pertaining to the new variable annuity
contract (File No. 333-_______) issued through MetLife of CT Separate Account
Eleven for Variable Annuities and to have full power and authority to do or
cause to be done in my name, place and stead each and every act and thing
necessary or appropriate in order to effectuate the same, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact or any of them, may do or cause to be
done by virtue hereof. This Power of Attorney does not revoke any prior powers
of attorney.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of June, 2014.

/s/ Gene L. Lunman
--------------------------------------
Gene L. Lunman



                    MetLife Insurance Company of Connecticut

                               Power of Attorney

                                Peter M. Carlson
             Executive Vice President and Chief Accounting Officer

KNOW ALL MEN BY THESE PRESENTS, that I, Peter M. Carlson, Executive Vice
President and Chief Accounting Officer of MetLife Insurance Company of
Connecticut (the "Company"), a Connecticut company, do hereby constitute and
appoint Michele H. Abate, Paul G. Cellupica, John E. Connolly, Jr. and Andrew L.
Gangolf, as my attorney-in-fact and agent, each of whom may act individually and
none of whom is required to act jointly with any of the others, to sign and file
on my behalf and to execute and file any instrument or document required to be
filed as part of or in connection with or in any way related to, the
Registration Statement(s) and any and all amendments thereto filed by the
Company under the Securities Act of 1933 and/or the Investment Company Act of
1940, pertaining to the new variable annuity contract (File No. 333-_______)
issued through MetLife of CT Separate Account Eleven for Variable Annuities and
to have full power and authority to do or cause to be done in my name, place and
stead each and every act and thing necessary or appropriate in order to
effectuate the same, as fully to all intents and purposes as I might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact or
any of them, may do or cause to be done by virtue hereof. This Power of Attorney
does not revoke any prior powers of attorney.

IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of June, 2014.

/s/ Peter M. Carlson
--------------------------------------
Peter M. Carlson



                    MetLife Insurance Company of Connecticut

                               Power of Attorney

                                  Anant Bhalla
               Senior Vice President and Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that I, Anant Bhalla, Senior Vice President and
Chief Financial Officer of MetLife Insurance Company of Connecticut (the
"Company"), a Connecticut company, do hereby constitute and appoint Michele H.
Abate, Paul G. Cellupica, John E. Connolly, Jr. and Andrew L. Gangolf, as my
attorney-in-fact and agent, each of whom may act individually and none of whom
is required to act jointly with any of the others, to sign and file on my behalf
and to execute and file any instrument or document required to be filed as part
of or in connection with or in any way related to, the Registration Statement(s)
and any and all amendments thereto filed by the Company under the Securities Act
of 1933 and/or the Investment Company Act of 1940, pertaining to the new
variable annuity contract (File No. 333-_______) issued through MetLife of CT
Separate Account Eleven for Variable Annuities and to have full power and
authority to do or cause to be done in my name, place and stead each and every
act and thing necessary or appropriate in order to effectuate the same, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact or any of them, may do or cause
to be done by virtue hereof. This Power of Attorney does not revoke any prior
powers of attorney.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of July, 2014.

/s/ Anant Bhalla
--------------------------------------
Anant Bhalla

COVER

[LOGO OF REED SMITH]

                                                                  Reed Smith LLP
                                                             1301 K Street, N.W.
                                                         Suite 1100 - East Tower
                                                     Washington, D.C. 20005-3373
W. THOMAS CONNER                                                 +1 202 414 9200
Direct Phone: +1 202 414 9208                                Fax +1 202 414 9299
Email: tconner@reedsmith.com                                       reedsmith.com

July 25, 2014

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-4644

Re: Initial Registration Statement on Form N-4 for
MetLife Insurance Company of Connecticut
MetLife of CT Separate Account Eleven for Variable Annuities
(File No. 811-21262)
(MetLife Accumulation Annuity)

Commissioners:

On behalf of MetLife Insurance Company of Connecticut (the "Company") and
MetLife of CT Separate Account Eleven for Variable Annuities (the "Account"), we
are transmitting for filing under the Securities Act of 1933, as amended, an
initial registration statement (the "Registration Statement") on Form N-4 for
certain modified single premium deferred variable annuity contracts, the MetLife
Accumulation Annuity (the "Contracts"). The Contracts will be funded through the
Account, which is registered with the Securities and Exchange Commission ("SEC")
under the Investment Company Act of 1940, as amended. Financial Statements,
exhibits not included with this filing, and certain other information will be
added, and other clarifying or stylistic changes made, by pre-effective
amendment.

The Company greatly appreciates the cooperation and assistance of the SEC staff
in reviewing and processing the Registration Statement so that it can be
declared effective on November 17, 2014.

If you have any questions or comments regarding the Registration Statement,
please call the undersigned at (202) 414-9208.

Very truly yours,

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

WC:cr

 NEW YORK . LONDON . HONG KONG . CHICAGO . WASHINGTON,D.C. . BEIJING . PARIS .
  LOS ANGELES . SAN FRANCISCO . PHILADELPHIA . SHANGHAI . PITTSBURGH . MUNICH .
   ABU DHABI . PRINCETON . NORTHERN VIRGINIA . WILMINGTON . SILICON VALLEY .
                    DUBAI . CENTURY CITY . RICHMOND . GREECE