METROPOLITAN LIFE SEPARATE ACCOUNT E, 485APOS, 1997-02-28

METROPOLITAN LIFE SEPARATE ACCOUNT E
485APOS, 1997-02-28

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997

REGISTRATION NOS. 2-90380/811-4001

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------
FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

PRE-EFFECTIVE AMENDMENT NO. [_]

[X]
POST-EFFECTIVE AMENDMENT NO. 21

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

[X]
AMENDMENT NO. 20

---------------

METROPOLITAN LIFE SEPARATE ACCOUNT E
(EXACT NAME OF REGISTRANT)

METROPOLITAN LIFE INSURANCE COMPANY
(EXACT NAME OF DEPOSITOR)

1 Madison Avenue, New York, New York 10010
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(212) 578-5364
(DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE)

---------------

GARY A. BELLER, ESQ.

Executive Vice-President and General Counsel
Metropolitan Life Insurance Company
1 Madison Avenue
New York, New York 10010
(NAME AND ADDRESS OF AGENT FOR SERVICE)

---------------

Copies to:
JOHN A. DUDLEY, ESQ.

Sullivan & Worcester LLP
1025 Connecticut Avenue, N.W.
Washington, D.C. 20036

---------------

IT IS PROPOSED THAT THE FILING WILL BECOME EFFECTIVE:

[_] immediately upon filing pursuant to paragraph (b) of Rule 485

[_] on (date) pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485

[X] on May 1, 1997 pursuant to paragraph (a)(1) of Rule 485
[_] on the seventy-fifth day after filing pursuant to paragraph (a)(2) of
Rule 485
[_] on (date) pursuant to paragraph (a)(2) of Rule 485

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities. Registrant's
Rule 24f-2 Notice for the year ended December 31, 1996 will be filed with the
Commission on or about February 28, 1997.

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- -------------------------------------------------------------------------------
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

FORM N-4
UNDER
THE SECURITIES ACT OF 1933 AND
THE INVESTMENT COMPANY ACT OF 1940

----------------

CROSS REFERENCE SHEET
(PURSUANT TO RULE 481(a))

<TABLE>
<CAPTION>
N-4
ITEM NO. PROSPECTUS HEADING
-------- ------------------
<C> <S> <C>
1. Cover Page.................... Cover Page
2. Definitions................... Index of Special Terms
3. Synopsis...................... Tables of Expenses, Summary
4. Condensed Financial
Information.................. Condensed Financial Information; Does
MetLife Advertise the Performance of
the Separate Account?
5. General Description of
Registrant, Depositor, and
Portfolio Companies.......... Our Company and the Separate Account;
Your Investment Choices; What Are
Your Voting Rights Regarding
Portfolio Shares?
6. Deductions and Expenses....... Deductions and Charges; Exemptions
from Early Withdrawal Charges; Your
Investment Choices; Who Sells Your
Contract and Do You Pay a Commission
on the Purchase of Your Contract?;
Can MetLife Change The Provisions of
Your Contract?
7. General Description of
Variable Annuity Contract.... Summary; The Contracts Described in
this Prospectus; Purchase Payments
8. Annuity Period................ Income Plan Options; The Variable
Payout Annuities Described in this
Prospectus
9. Death Benefit................. Death Benefit
10. Purchases and Contract Values. Purchase Payments; Determining the
Value of Your Separate Account
Investment; Who Sells Your Contract
and Do You Pay a Commission on the
Purchase of Your Contract?
11. Redemptions................... Withdrawals and Transfers; Other
Contract Provisions--Can We Cancel
Your Contract?
12. Taxes......................... Taxes
13. Legal Proceedings............. Not Applicable
14. Table of Contents of the
Statement of Additional
Information.................. Table of Contents of the Statement of
Additional Information
15. Cover Page.................... Cover Page
16. Table of Contents............. Table of Contents
</TABLE>

I-1
<PAGE>

<TABLE>
<CAPTION>
N-4
ITEM NO. PROSPECTUS HEADING
-------- ------------------
<C> <S> <C>
17. General Information and
History...................... Not Applicable
18. Services...................... Independent Auditors; Distribution of
Certificates and Interests in the
Contracts
19. Purchase of Securities Being
Offered...................... Not Applicable
20. Underwriters.................. Distribution of Certificates and
Interests in the Contracts; Early
Withdrawal Charge
21. Calculation of Performance
Data......................... Performance Data
22. Annuity Payments.............. Variable Income Payments
23. Financial Statements.......... Financial Statements of the Separate
Account; Financial Statements of
Metropolitan Life
</TABLE>

I-2
<PAGE>

Preference Plus(R) Account Prospectus

Individual Retirement Annuities

Simple Individual Retirement Annuities

Non-Qualified Annuities
Simplified Employee Pensions

May 1, 1997

[LOGO]MetLife(R)
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

PREFERENCE PLUS
GROUP AND INDIVIDUAL ANNUITY CONTRACTS

ISSUED BY
METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes individual and group non-qualified annuities,
individual retirement annuities, Savings Incentive Match Plan for Employees
individual retirement annuities and simplified employee pensions Preference
Plus Contracts ("Contracts") and individual and group non-qualified annuities,
individual retirement annuities, Savings Incentive Match Plan for Employees
individual retirement annuities and simplified employee pensions Preference
Plus Income Annuities ("Income Annuities").

Group Contracts and Income Annuities may only be purchased through your
employer, or a group, association or trust of which you are a member or
participant.

You decide where your purchase payments are directed. The choices depend on
what is available under your Contract or Income Annuity and may include the
Fixed Interest Account, and, through Metropolitan Life Separate Account E, the
Income, Diversified, Stock Index, Growth, Aggressive Growth and International
Stock Portfolios of the Metropolitan Series Fund, Inc. ("Metropolitan Fund").

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, WHICH CONTAINS ADDITIONAL INFORMATION AND WHICH SHOULD BE
READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The Prospectus sets forth concisely information about the Contracts and
Income Annuities and Separate Account E that you should know before investing.
Additional information about the Contracts and Income Annuities and Separate
Account E has been filed with the Securities and Exchange Commission in a
Statement of Additional Information which is incorporated herein by reference
and which is available upon request without charge from Metropolitan Life
Insurance Company, Retirement and Savings Center, Area 2H, One Madison Avenue,
New York, NY 10010 Attention: Grace Shanahan. Inquiries may be made to
Metropolitan Life Insurance Company, One Madison Avenue, New York, New York
10010, Attention: Retirement and Savings Center. The table of contents of the
Statement of Additional Information appears on page A-PPA-30.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1997.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
INDEX OF SPECIAL TERMS................................................. A-PPA- 3
TABLE OF EXPENSES...................................................... A-PPA- 4
SUMMARY................................................................ A-PPA- 6
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION.................. A-PPA- 7
FINANCIAL STATEMENTS................................................... A-PPA- 8
OUR COMPANY AND THE SEPARATE ACCOUNT................................... A-PPA- 9
DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS........................ A-PPA-10
YOUR INVESTMENT CHOICES.............................................. A-PPA-10
PURCHASE PAYMENTS.................................................... A-PPA-11
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............ A-PPA-12
WITHDRAWALS AND TRANSFERS............................................ A-PPA-13
DEDUCTIONS AND CHARGES............................................... A-PPA-14
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. A-PPA-15
DEATH BENEFIT........................................................ A-PPA-16
INCOME OPTIONS....................................................... A-PPA-17
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS.......................... A-PPA-18
ADMINISTRATION....................................................... A-PPA-18
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS.................... A-PPA-19
TRANSFERS............................................................ A-PPA-19
DEDUCTIONS AND CHARGES............................................... A-PPA-20
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS.................. A-PPA-22
TAXES.................................................................. A-PPA-26
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........... A-PPA-30
APPENDIX............................................................... A-PPA-31
INDEX.................................................................. A-PPA-32
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. METLIFE DOES NOT AUTHORIZE ANY
INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN THIS
PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS OR ANY ATTACHED
PROSPECTUS OR ANY SUPPLEMENT THERETO OR IN ANY SUPPLEMENTAL SALES MATERIAL
AUTHORIZED BY METLIFE.

A-PPA-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- --------
<S> <C>
Account Balance........................................................ A-PPA- 6
Accumulation Units..................................................... A-PPA-12
Annuity Units.......................................................... A-PPA-18
Assumed Investment Rate................................................ A-PPA-18
Contract Year.......................................................... A-PPA-14
Contracts.............................................................. A-PPA- 1
Designated Office...................................................... A-PPA-11
Early Withdrawal Charge................................................ A-PPA-14
Experience Factor...................................................... A-PPA-12
Free Corridor.......................................................... A-PPA-15
Income Annuities....................................................... A-PPA- 1
Preference Plus Contracts.............................................. A-PPA- 1
Preference Plus Income Annuities....................................... A-PPA- 1
Separate Account....................................................... A-PPA- 6
Systematic Withdrawal Income Program................................... A-PPA-13
Valuation Period....................................................... A-PPA-12
</TABLE>

A-PPA-3
<PAGE>

TABLE OF EXPENSES--PREFERENCE PLUS CONTRACTS AND INCOME ANNUITIES

The following table illustrates Separate Account and Metropolitan Fund
expenses for the fiscal year ending December 31, 1996:

<TABLE>
<S> <C>
CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS
CURRENTLY OFFERED
Sales Load Imposed on Purchases................................... None
Deferred Sales Load............................................... From 0% to
(as a percentage of the purchase payment funding the withdrawal 7%(a)
during the accumulation period)
Exchange Fee...................................................... None
Surrender Fee..................................................... None
ANNUAL CONTRACT FEE................................................ None(b)
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Charge............................ .50%(c)
Mortality and Expense Risk Charge................................. .75%(c)
Total Separate Account Annual Expenses............................ 1.25%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
</TABLE>
<TABLE>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(d) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Income Portfolio.................................. .25
Diversified Portfolio............................. .25
Stock Index Portfolio............................. .25
Growth Portfolio.................................. .25
Aggressive Growth Portfolio....................... .75
International Stock Portfolio..................... .75
</TABLE>

EXAMPLE

<TABLE>
<S> <C> <C> <C> <C>
If you surrender your Contract at the end of
the applicable time period:
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on 1 YEAR 3 YEARS 5 YEARS 10 YEARS
assets: ------ ------- ------- --------
Income Division............................. $ $ $ $
Diversified Division........................
Stock Index Division........................
Growth Division.............................
Aggressive Growth Division..................
International Stock Division................
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(e):
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $ $ $ $
Diversified Division........................
Stock Index Division........................
Growth Division.............................
Aggressive Growth Division..................
International Stock Division................
</TABLE>

A-PPA-4
<PAGE>

- -------
(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges," page
A-PPA-14) does not apply to 10% of the Account Balance. Under certain
other circumstances, the deferred sales load does not apply at all.

(b) A one time contract fee of $350 may be imposed under certain Income
Annuities. (See "Income Annuities--Deductions and Charges," page A-PPA-
20).
(c) Although total Separate Account annual expenses will not exceed 1.25% of
average account values for Contracts, the allocation of these expenses
between general administrative expenses and the mortality and expense risk
charges is only an estimate. (See "Deductions and Charges," page A-PPA-
14.)
(d) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.
(e) The annuity purchased must be a life annuity or one with a noncommutable
duration of at least five years to avoid the early withdrawal charge (see
"Exemptions from Early Withdrawal Charges," page A-PPA-15).

The purpose of the above table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly. The table
reflects expenses of the Separate Account and the Metropolitan Fund. It
assumes that there are no other transactions. The Example is intended for
illustrative purposes only; it should not be considered a representation of
past or future expenses. Actual expenses may be higher or lower than those
shown. Annuity taxes are not reflected in the table. See "Deductions and
Charges," page A-PPA-14, for a more detailed description of the charges and
expenses imposed upon the assets in the Separate Account.

A-PPA-5
<PAGE>

...............................................................
SUMMARY
...............................................................................

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

YOUR INVESTMENT CHOICES (PAGES A-PPA-10-11)

Each of the Contracts offers an account under which we guarantee specified
interest rates for specified periods (the "Fixed Interest Account"). This
Prospectus does not describe that account and will mention the Fixed Interest
Account only where necessary to explain how the "Separate Account" works. Each
Contract also offers a choice of investment options under which values can go
up or down based upon investment performance. See "Determining the Value of
Your Separate Account Investment," page A-PPA-12, for a description of
accumulation units and how these values are determined based upon investment
performance.

This Prospectus describes only the investment options available through a
"Separate Account" as distinct from the Fixed Interest Account.

A SUMMARY OF THE INVESTMENT OBJECTIVES OF THE INVESTMENT CHOICES APPEARS ON
PAGES A-PPA-10-11. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN
THE BACK OF THIS PROSPECTUS.

TAXES (PAGES A-PPA-26-29)

A variable annuity receives special treatment under the Federal income tax
laws. Please refer to the pages above for information concerning how the
Federal tax laws affect purchase payments and withdrawals in each particular
tax market.

PURCHASE PAYMENTS; TRANSFERS (PAGES A-PPA-11-12; A-PPA-13-14)

The Contracts allow you to make new purchase payments, to transfer money
among investment options and between the Separate Account and the Fixed
Interest Account and to withdraw money credited to you ("Account Balance").
(See "Withdrawals and Transfers," page A-PPA-13.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances
and your Contract. (See "Withdrawals and Transfers," page A-PPA-13,
"Deductions and Charges," page A-PPA-14.)

DEDUCTIONS AND CHARGES (PAGES A-PPA-14-15)

Your Contract is subject to various charges.

Annual Contract Fees: There is no annual Contract fee. (There is a $20
annual Contract fee imposed on certain Fixed Interest Account balances.)

General Administrative Expenses and Mortality and Expense Risk Charge: 1.25%
on an annual basis.

Early Withdrawal Charge: A declining charge of up to 7% on amounts for the
first seven years after each purchase payment is received.

Metropolitan Series Fund, Inc.: Management fees and other expenses.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES (PAGES A-PPA-15-16)

A withdrawal or transfer may not result in an early withdrawal charge.
Provisions are more fully described within this Prospectus. A summary appears
below.

Item 1--Transfers among investment divisions or to or from the Fixed
Interest Account

Item 2--Withdrawals that represent purchase payments made over seven years
ago

Item 3--Free Corridor

Item 4--Free Look

Item 5--Certain Income Annuities

Item 6--Death Benefit

Item 7--Mandated Withdrawals under Federal law

Item 8--Transfer from other MetLife Contracts

Item 9--Nursing Home or Terminal Illness

DEATH BENEFIT (PAGE A-PPA-16)

Each Contract offers a death benefit that guarantees certain payments in
case of your death even if the Account Balance has fallen below that amount.

INCOME ANNUITIES (PAGE A-PPA-18)

You may use your money to obtain payments guaranteed for life or for certain
other periods (an annuity). These payments may be either for specified, fixed
amounts or for amounts that can go up or down based on the investment
performance of a choice of investment options in the Separate Account
("variable income option"). You may purchase an Income Annuity if you did not
have a Contract during the accumulation period. Your Income Annuity is subject
to various charges. (See "Income Annuities--Deductions and Charges," page A-
PPA-20.)

A-PPA-6
<PAGE>

ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
ACCUMULATION ACCUMULATION NUMBER OF ACCUMULATION
UNIT VALUE UNIT VALUE END UNITS END OF YEAR
PREFERENCE PLUS CONTRACTS YEAR BEGINNING OF YEAR OF YEAR (IN THOUSANDS)
------------------------- ---- ----------------- -------------- ----------------------
<S> <C> <C> <C> <C>
Income Divi-
sion 1996 $16.12 $
1995 13.65 16.12 15,252
1994 14.27 13.65 13,923
1993 12.98 14.27 14,631
1992 12.29 12.98 5,918
1991 10.60 12.29 1,210
1990 10.00(a) 10.60 32
Diversified
Division 1996 17.00
1995 13.55 17.00 42,712
1994 14.15 13.55 40,962
1993 12.70 14.15 31,808
1992 11.75 12.70 7,375
1991 9.52 11.75 1,080
1990 10.00(a) 9.52 44
Stock Index
Division 1996 18.52
1995 13.70 18.52 29,883
1994 13.71 13.70 23,458
1993 12.67 13.71 18,202
1992 11.94 12.67 8,150
1991 9.32 11.94 1,666
1990 10.00(a) 9.32 55
Growth Divi-
sion 1996 17.71
1995 13.47 17.71 38,047
1994 14.10 13.47 32,563
1993 12.48 14.10 24,608
1992 11.32 12.48 9,432
1991 8.61 11.32 2,824
1990 10.00(a) 8.61 178
Aggressive
Growth 1996 22.35
Division 1995 17.47 22.35 33,899
1994 18.03 17.47 26,890
1993 14.89 18.03 17,094
1992 13.66 14.89 5,747
1991 8.31 13.66 1,060
1990 10.00(a) 8.31 49
International
Stock 1996 14.19
Division 1995 14.25 14.19 17,553
1994 13.74 14.25 16,674
1993 9.41 13.74 6,921
1992 10.61 9.41 966
1991 10.00(b) 10.61 92
</TABLE>

(a) Inception Date July 2, 1990
(b) Inception Date July 1, 1991

A-PPA-7
<PAGE>

[Bar chart illustrating the Accumulation Unit Values for the various investment
divisions for the Preference Plus Contracts for each year ending from 1990
through 1996. This information is numerically presented in the table on the
previous page.]

FINANCIAL STATEMENTS

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from MetLife.

A-PPA-8
<PAGE>

...............................................................
OUR COMPANY AND THE SEPARATE ACCOUNT
................................................................................

WHO IS METLIFE?

We are a mutual life insurance company whose principal office is at One
Madison Avenue, New York, N.Y. 10010. We were formed in 1868 in New York and
operate as a life insurance company in all 50 states, the District of Columbia,
Puerto Rico and all provinces of Canada. MetLife, serving millions of people,
is one of the largest financial services companies in the world with many of
the largest United States corporations for its clients. We have over $
billion in assets under management.

WHAT IS THE SEPARATE ACCOUNT?

We organized the Separate Account on September 27, 1983. It is an investment
account that we maintain separate from our other assets. It is registered with
the Securities and Exchange Commission as a unit investment trust under the
1940 Act. All income, gains and losses, whether or not realized, from the
Separate Account's assets are credited to or charged against the Separate
Account, without regard to our other business. In other words, the Separate
Account's assets are solely for the benefit of those who invest in the Separate
Account and no one else, including our creditors. Our obligation to honor all
of our promises under the Contracts and Income Annuities is not limited by the
amount of assets in the Separate Account.

A-PPA-9
<PAGE>

SECTION I: DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS
...................................
............................

WHAT ARE THE CONTRACTS?

The Contracts offer you the choice of an account that pays interest
guaranteed by MetLife (the Fixed Interest Account) or an account offering a
range of investment choices where performance is not guaranteed. The Contracts
are called "annuities" since they offer a variety of payment options,
including guaranteed income for life.

We offer many types of Preference Plus Contracts to meet your individual
needs. These include contracts meeting the tax requirements under the
following provisions of the Internal Revenue Code ("Code"): (1) Individual
Retirement Annuities (IRAs) under (S)408(b); (2) Simplified Employee Pensions
(SEPs) under (S)408(k); (3) Savings Incentive Match Plan for Employees
Individual Retirement Annuities ("SIMPLE IRAs") under (S)408(p); (4) Tax
Sheltered Annuities (TSAs) under (S)403(b); (5) Public Employee Deferred
Compensation (PEDC) under (S)457; (6) Keogh plans under (S)401; (7) Qualified
Annuity Plans (403(a)) under (S)403(a); and (8) Non-Qualified Annuities under
(S)72. Our Contracts may be individual or group (offered to an employer,
association, trust or other group for its employees, members or participants).
Group Contracts may be issued to a bank that does nothing but hold them as
contractholder. Contracts are either allocated (we keep records of your
Account Balance) or unallocated (we keep Account Balance records only for the
plan as a whole). Some contracts have a reduced general administrative
expenses and mortality and expense risk charge as a result of reduced
administration expenses.

This Prospectus describes four types of Contracts: IRAs, SIMPLE IRAs, SEPs
and Non-Qualified.

The Prospectus will occasionally refer to the Fixed Interest Account.
However, this Prospectus does not describe that account.

MAY THE CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. If your purchase payments are made under a retirement plan, the
Contract may provide that all or some of your rights as described in this
Prospectus are subject to the terms of the plan. You should consult the plan
document to determine whether there are any provisions under your plan that
may limit or affect the exercise of your rights under the Contract. Rights
that may be affected include those concerning purchase payments, withdrawals,
transfers, the death benefit and income annuity types. For example, if part of
your Account Balance represents non-vested employer contributions, you may not
be permitted to withdraw these amounts and the early withdrawal charge
calculations may not include all or part of the employer contributions. The
Contract may provide that a plan administrative fee will be paid by making a
withdrawal from your Account Balance. The Contract may require that you or
your beneficiary obtain a signed authorization from your employer or plan
administrator to exercise certain rights. Your Contract will indicate under
which circumstances this is the case. We may rely on your employer's or plan
administrator's statements to us as to the terms of the plan or your
entitlement to any amounts. We will not be responsible for determining what
your plan says.

YOUR INVESTMENT CHOICES
...............................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new investments are the Income, Diversified, Stock Index,
Growth, Aggressive Growth, and International Stock Divisions. If you are
covered under a group Contract, your employer, association or group may have
limited the number of available divisions. Your Contract will indicate the
divisions available to you when we issued it. We may add or eliminate
divisions for some or all persons.

The divisions do not invest directly in stocks, bonds or other investments.
Instead they buy and sell shares of mutual fund portfolios that in turn do the
investing. The portfolios are part of the Metropolitan Fund as shown on page
1. All dividends declared by any of the portfolios are earned by the Separate
Account and reinvested. Therefore, no dividends are distributed under the Con-
tracts. No sales or redemption charges apply to our purchase or sale through
the Separate Account of these mutual fund shares. These mutual funds are
available only through the purchase of annuities and life insurance policies
and are never sold directly to the public. These mutual funds are "series"
types of funds registered with the Securities and Exchange Commission as "di-
versified open-end management investment companies" under the 1940 Act. Each
division invests in shares of a comparably named portfolio.

A summary of the investment objectives of the currently available portfolios
is as follows:

Income Portfolio: To achieve the highest possible total return, by combining
current income with capital gains,

A-PPA-10
<PAGE>

...............................................................
consistent with prudent investment risk and preservation of capital, by
investing primarily in fixed-income, high-quality debt securities.

Diversified Portfolio: To achieve a high total return while attempting to limit
investment risk and preserve capital by investing in equity securities, fixed-
income debt securities, or short-term money market instruments, or any
combination thereof, at the discretion of State Street Research & Management
Company (a subsidiary of ours).

Stock Index Portfolio: To equal the performance of the Standard & Poor's 500
composite stock price index (adjusted to assume reinvestment of dividends) by
investing in the common stock of companies which are included in the index.

Growth Portfolio: To achieve long-term growth of capital and income, and
moderate current income, by investing primarily in common stocks that are
believed to be of good quality or to have good growth potential or which are
considered to be undervalued based on historical investment standards.

Aggressive Growth Portfolio: To achieve maximum capital appreciation by
investing primarily in common stocks (and equity and debt securities
convertible into or carrying the right to acquire common stocks) of emerging
growth companies, undervalued securities or special situations.

International Stock Portfolio: To achieve long-term growth of capital by
investing primarily in common stocks and equity-related securities of non-
United States companies.

Each of the currently available Metropolitan Fund portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee
equivalent to an annual rate of .25% of the average daily value of the
aggregate net assets of the portfolio, except that the Aggressive Growth and
International Stock Portfolios pay a fee of .75% of the average daily value of
its aggregate net assets. For providing us with sub-investment management
services, according to a contract between us and State Street Research &
Management Company ("State Street Research"), one of our subsidiaries, we pay
fees to State Street Research for the Income, Diversified, Growth and
Aggressive Growth Portfolios. For providing us with sub-investment management
services, according to a contract between us and GFM International Investors
Limited ("GFM"), our subsidiary, we pay fees to GFM for the International Stock
Portfolio. Sub-investment management fees are solely our responsibility, not
that of the Metropolitan Fund.

The Metropolitan Fund is more fully described in its prospectus and the
Statement of Additional Information that the prospectus refers to. The
Metropolitan Fund's prospectus is attached at the end of this prospectus.

The Statement of Additional Information is available upon request.

PURCHASE PAYMENTS
................................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Yes. All purchase payments and all requests you may have concerning the
Contracts, like a change in beneficiary, should be sent to one of our
"Designated Office(s)." We will provide you with information indicating which
Designated Office to contact regarding various matters and the addresses for
these Offices. All checks should be payable to "MetLife." You can also make
certain requests by telephone. In order to have a purchase payment credited to
you, we must receive it and completed documentation. We will provide the
appropriate forms. Under certain group Contracts, your employer, or the group
in which you are a participant or member must also identify you to us on their
reports to us and tell us how your purchase payments should be allocated among
the investment divisions and the Fixed Interest Account.

Your first purchase payment is normally credited to you within two days of
receipt at our Designated Office. However, if you fill out our forms
incorrectly or incompletely or other documentation is not completed properly,
we have up to five business days to credit the payment. If the problem cannot
be resolved by the fifth business day, we will notify you and give you the
reasons for the delay. At that time, you will be asked whether you agree to let
us keep the purchase payment until the problem is remedied. If you do not agree
or we cannot reach you by the fifth business day, your purchase payment will be
returned immediately.

For IRA and Non-Qualified Contracts, your purchase payments may also be made
"automatically" through procedures that we call "automatic payroll deduction"
and "check-o-matic." With automatic payroll deduction, your employer deducts an
amount from your salary and makes the purchase payment for you. With

A-PPA-11
<PAGE>

...............................................................
check-o-matic, your bank deducts monies from your bank checking account and
makes the purchase payment for you.

Purchase payments, including check-o-matic payments, are effective and valued
as of 4:00 p.m. Eastern time, on the day we receive them at our Designated
Office, except when they are received (1) on a day when the accumulation unit
value (discussed later in this Prospectus) is not calculated or (2) after 4:00
p.m., Eastern time. In those cases, the purchase payments will be effective the
next day the accumulation unit value is calculated.

Under certain circumstances, we may be able to electronically submit your
complete initial application to our Designated Office. For the purpose of
crediting and valuing any purchase payment electronically submitted with your
initial application we may, for certain Contracts, treat the electronic
purchase payment as a payment received at our Designated Office if: (1) the
electronic purchase payment is received at the Designated Office accompanied by
a correct and complete electronic application record; and (2) your actual
purchase payment, application and other documentation are received in good
order at our Designated Office within five business days following the
transmission of the electronic record. In such case, the agent or local office
will electronically transmit a record of your purchase payment and application
and then forward your actual purchase payment, application and other
documentation to our Designated Office. Generally, the electronic record is
received at our Designated Office the business day following its transmission
by the agent or local office. If, however, your purchase payment and
application are received at our Designated Office before the electronic record,
then your purchase payment will be credited and valued as of the date it is
received.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There is no minimum purchase payment. We may reject purchase payments over
$500,000. Your purchase payments may also be limited by the Federal tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

You decide how a purchase payment is allocated among the Fixed Interest
Account and the investment divisions of the Separate Account available to your
Contract. Allocation changes for new purchase payments will be made upon our
receipt of your notification of changes. You may also specify a day as long as
it is within 30 days after we receive the request.

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin except as limited by the Federal tax laws.

You may continue to make purchase payments while you receive Systematic
Withdrawal Income Program payments, as described later in this Prospectus,
except if purchase payments are made through automatic payroll deduction,
check-o-matic, salary reduction or salary deduction.

In order to comply with regulatory requirements in Washington and Oregon, we
may limit the ability of a resident of either state to make purchase payments
(1) after the Contract has been held for more than three years, if the Contract
was issued after age 60 or (2) after age 63, if the Contract was issued before
age 61.

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
................................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"accumulation units." When you make purchase payments or transfers into an
investment division, you are credited with accumulation units. When you request
a withdrawal or a transfer of money from an investment division, accumulation
units are liquidated. In either case, the number of accumulation units you gain
or lose is determined by taking the amount of the purchase payment, transfer or
withdrawal and dividing it by the value of an accumulation unit on the date the
transaction occurs. For example, if an accumulation unit is $10.00 and a $500
purchase payment is made, the number of accumulation units credited is 50 ($500
divided by $10 = 50). We calculate accumulation units separately for each
investment division of the Separate Account.

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

We calculate the value of accumulation units once a day on every day the New
York Stock Exchange is open for trading. We call the time between the
calculation of an accumulation unit and the next accumulation unit calculation
the "Valuation Period." We have the right to change the basis for the Valuation
Period, on 30 days' notice, as long as it is consistent with the law. All
purchase payments, transfers and withdrawals are valued as of the end of the
Valuation Period during which the transaction occurred. The value of
accumulation units can go up or down and is derived from the investment
performance of each of the underlying portfolios. If the investment
performance,

A-PPA-12
<PAGE>

...............................................................
after payment of Separate Account expenses is positive, accumulation unit
values will go up. Conversely, if the investment performance, after payment of
Separate Account expenses is negative, they will go down.

We use the term "experience factor" to describe the investment performance
for an investment division. The experience factor changes from Valuation Period
to Valuation Period to reflect the upward or downward performance of the assets
in the underlying portfolios. The experience factor is calculated as of the end
of each Valuation Period using the net asset value per share of the underlying
portfolio.The net asset value includes the per share amount of any dividend or
capital gain distribution paid by the portfolio during the current Valuation
Period, and subtracts any per share charges for taxes and reserve for taxes. We
then divide that amount by the net asset value per share as of the end of the
last Valuation Period to obtain a percentage that reflects investment
performance. We then subtract a charge not to exceed .000034035 (the daily
equivalent of an effective annual rate of 1.25%) for the Contracts for each day
in the Valuation Period. This charge is to cover the general administrative
expenses and the mortality and expense risk we assume under the Contracts.

To calculate an accumulation unit value we multiply the experience factor for
the period since the last calculation by the last previously calculated
accumulation unit value. We then add this to the prior accumulation unit value.
For example, if the last previously calculated accumulation unit value is
$12.00 and the experience factor for the period was .05, the new accumulation
unit value is $12.60 ($12.00 X .05 = $.60; $.60 + $12.00 = $12.60). On the
other hand, if the experience factor was -.05, the new accumulation unit value
would be $11.40 ($12.00 x (.05) = $(.60); $12.00 - $.60 = $11.40).

WITHDRAWALS AND TRANSFERS
................................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Contract or transfer it from one investment division to another or to the Fixed
Interest Account.

Withdrawals must be at least $500 (or the Account Balance, if less). You may
make an unlimited number of transfers. Your request must tell us the percentage
or dollar amount to be withdrawn or transferred. If we agree, you may also
submit an authorization directing us to make transfers on a continuing periodic
basis from one investment division to another or to and from the Fixed Interest
Account. We may require that you maintain a minimum Account Balance in
investment divisions from which amounts are transferred based upon an
authorization.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

Generally, we will make withdrawals or transfers as of the end of the
Valuation Period during which we receive your request at our Designated Office.
We will make it as of a later date if you request. If you die before the
requested date, we will cancel the request and pay the death benefit instead.
If the withdrawal is made to provide income payments, it will be made as of the
end of the Valuation Period ending most recently before the date the income
annuity is purchased.

CAN YOU MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, you can make payments directly to other investments on a tax-
free basis, if you so request, but only if all applicable requirements of the
Code are met, and we receive all information necessary for us to make the
payment.

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. If we agree and you complete the form we supply, you may also authorize
your sales representative to make transfer requests on your behalf by
telephone. Whether you or your sales representative make transfer requests by
telephone, you are authorizing us to act upon the telephone instructions of any
person purporting to be you or, if applicable, your sales representative,
assuming our procedures have been followed, to make transfers from both your
Fixed Interest and Separate Account Balances. We have instituted reasonable
procedures to confirm that any instructions communicated by telephone are
genuine. All telephone calls requesting a transfer will be recorded. You (or
the sales representative) will be asked to produce your personalized data prior
to our initiating any requests by telephone. Additionally, as with other
transactions, you will receive a written confirmation of your transfer. Neither
we nor the Separate Account will be liable for any loss, expense or cost
arising out of any requests that we or the Separate Account reasonably believe
to be genuine. In the unlikely event that you have trouble reaching us,
requests should be made to the Designated Office.

CAN YOU MAKE SYSTEMATIC WITHDRAWALS?

Yes. If we agree and, if approved in your state, for IRA, SIMPLE IRA, SEP and
Non-Qualified Contracts,

A-PPA-13
<PAGE>

...............................................................
you may request us to make "automatic" withdrawals for you on a periodic basis
through our Systematic Withdrawal Income Program ("SWIP"). SWIP payments are
not payments made under an income option or under an Income Annuity, as
described later in this Prospectus. You may choose to receive SWIP payments for
either a specific dollar amount or a percentage of your Account Balance. You
must meet certain total Account Balance minimums to initiate SWIP payments.
Each SWIP payment must be at least $50. Your payment date is the date you
specify, if we receive your request at least 10 days prior to the initial
payment date. Otherwise, payments will commence 30 days from the date you
specify. If you do not specify a payment date, payments will commence 30 days
from the date we receive your request. The date of the first SWIP payment is
your SWIP anniversary date. Requests to commence SWIP payments may not be made
by telephone. Changes to the specified dollar amount or percentage or to alter
the timing of payments may be made once a year on the SWIP anniversary date.
Requests for such changes must be made at least 30 days prior to the SWIP
anniversary date. You may cancel your SWIP request at any time by telephone or
by writing us at the Designated Office.

FROM WHICH INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

Each SWIP payment will be taken on a pro rata basis from the Fixed Interest
Account and investment divisions of the Separate Account in which you then have
an Account Balance. If your Account Balance is insufficient to make a requested
SWIP payment, the remaining Account Balance will be paid to you.

WILL YOU PAY AN EARLY WITHDRAWAL CHARGE (SALES LOAD) WHEN YOU RECEIVE A SWIP
PAYMENT?

For purposes of the early withdrawal charge, SWIP is characterized as a
single withdrawal made in a series of payments over a twelve month period. If
SWIP payments comprise the first withdrawal of the Contract Year and are within
the 10% Free Corridor, calculated for this purpose as 10% of the Account
Balance on the SWIP anniversary date, no SWIP payment will be subject to an
early withdrawal charge. (Depending on underwriting and plan requirements, the
first Contract Year is the initial three to fifteen month period the Contract
is in force; thereafter, it is each subsequent twelve month period). SWIP
payments in excess of the 10% Free Corridor and SWIP payments that comprise the
second or later withdrawal of the Contract Year will be subject to an early
withdrawal charge unless the payments are from other amounts to which an early
withdrawal charge no longer applies. See "Deductions and Charges" in the next
column.

SWIP payments are treated as withdrawals for Federal income tax purposes. All
or a portion of the amounts withdrawn under SWIP will be subject to Federal
income tax. If you are under age 59 1/2, tax penalties may also apply. See
"Taxes," pages A-PPA-26-29.

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

Yes. You may request that we make minimum distribution payments to you on a
periodic basis. However, you must meet certain total Account Balance minimums
at the time you request periodic minimum distribution payments.

DEDUCTIONS AND CHARGES
................................................................................

ARE THERE ANNUAL CONTRACT CHARGES?

There are no Separate Account annual Contract charges. (There is a $20 annual
Contract fee imposed on certain Fixed Interest Account balances.)

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Contract
purchasers and participants may live for a longer period of time than we
estimated. Then we would be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay
will be larger than the Account Balance. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Contracts will be greater than we estimated.

These charges do not reduce the number of accumulation units credited to you.
These charges are calculated and paid every time we calculate the value of
accumulation units. (See "How is an accumulation unit value calculated?" on A-
PPA-12.)

The sum of these charges on an annual basis (computed and payable each
Valuation Period) will not exceed 1.25% of the average value of the assets in
each investment division. Of this charge, we estimate that .50% is for
administrative expenses and .75% is for the mortality and expense risk.

During 1996, these charges were $ for all contracts in Separate Account
E.

A-PPA-14
<PAGE>

...............................................................

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

Some jurisdictions tax what are called "annuity considerations." These may
include purchase payments, account balances and death benefits. In most
jurisdictions, we currently do not deduct any money from purchase payments,
Account Balances or death benefits to pay these taxes. Our practice generally
is to deduct money to pay annuity taxes only when you purchase an income
annuity. In South Dakota, Kentucky and Washington, D.C., we may also deduct
money to pay annuity taxes on lump sum withdrawals or when you purchase an
income annuity. We may deduct an amount to pay annuity taxes sometime in the
future since the laws and the interpretation of the laws relating to annuities
are subject to change.

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page A-PPA-31.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

The following paragraphs describe how the early withdrawal charge is
determined. The early withdrawal charge reimburses us for our costs in selling
the Contracts. We may use any of our profits derived from the mortality and
expense risk charge to pay for any of our costs in selling the Contracts that
exceed the revenues generated by the early withdrawal charge. However, we
believe that our sales expenses may exceed revenues generated by the early
withdrawal charge and, in such event, we will pay such excess out of our
surplus.

To determine the early withdrawal charge for Preference Plus Contracts, we
treat your Fixed Interest Account and Separate Account as if they were a
single account and ignore both your actual allocations and what account or
investment division the withdrawal is actually coming from. To do this, we
first assume that your withdrawal is from amounts (other than earnings) that
can be withdrawn without an early withdrawal charge, then from other amounts
(other than earnings) and then from earnings, each on a "first-in-first-out"
basis. Once we have determined the amount of the early withdrawal charge, we
will actually withdraw it from each investment division in the same proportion
as the withdrawal is being made. In determining what the withdrawal charge is,
we do not include earnings, although the actual withdrawal to pay it may come
from earnings.

For partial withdrawals from an investment division, the early withdrawal
charge is determined by dividing the amount that is subject to the early
withdrawal charge by 100% minus the applicable percentage shown below. Then we
will make the payment directed, and withdraw the early withdrawal charge from
that investment division.

For a full withdrawal from an investment division we multiply the amount to
which the withdrawal charge applies by the percentage shown below, keep the
result as an early withdrawal charge and pay you the rest. We will treat your
request as a request for a full withdrawal from an investment division if your
Account Balance in that investment division is not sufficient to pay both the
requested withdrawal and the early withdrawal charge.

For the Contracts, withdrawal charges are imposed on amounts (other than
earnings) for the first seven years after the purchase payment is received as
shown in the table below.

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[8 &
1 2 3 4 5 6 7 BEYOND]
<S> <C> <C> <C> <C> <C> <C> <C>
7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>

As required by the Federal securities laws, your total early withdrawal
charges will never exceed 9% of all your purchase payments applied to the
investment divisions to the date of the withdrawal. When no allocations or
transfers are made to the Separate Account except in connection with the
Equity Generator SM investment strategy, withdrawal charges will be calculated
as described above, but the charge imposed will not exceed earnings.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
...............................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. Tax penalties may still apply and the amounts
withdrawn may also be subject to Federal income tax, see "Taxes," pages A-PPA-
26-29. We may require proof satisfactory to us that any necessary conditions
have been met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to and from the Fixed Interest Account.

2. Withdrawals that represent purchase payments made over seven years ago.

A-PPA-15
<PAGE>

...............................................................
3. A Free Corridor withdrawal: the Free Corridor is the first withdrawal of
up to 10% of your Account Balance during the Contract Year.

4. Free Look: You may cancel your Contract within 10 days (20 days in North
Dakota and Idaho) after you receive it by telling us in writing. We will then
refund all of your purchase payments (however for Contracts issued in New
York, Illinois, Minnesota and Pennsylvania we will instead pay you your
Account Balance). The Free Look is 30 days if the Contract was issued to you
in California and you are 60 years old or older. If you cancel the Contract,
we will then refund your Account Balance. If you purchased your Contract by
mail, you may have more time to return your Contract.

5. You purchase an income annuity from us for life or a noncommutable period
of five years or more.

6. You die before any income payments have been made and we pay your
beneficiary a death benefit.

7. The withdrawal is required to avoid Federal income tax penalties or to
satisfy Federal income tax rules or Department of Labor regulations that apply
to the Contracts.

8. Transfer from other MetLife Contracts: (A) For transfers prior to January
1, 1996: If you rolled over amounts from other MetLife contracts we designate,
of the following two formulas, we will apply the one that is more favorable to
you:

(1) treat our other contract and this Contract as if they were one for
purposes of determining when a purchase payment was made, credit your purchase
payments with the time you held them under our other contract prior to the
time they were rolled over or

(2) subject the rollover amounts to a withdrawal charge determined as
described above in "What is the early withdrawal charge (sales load)?" as
follows:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[6 &
1 2 3 4 5 BEYOND]
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0
</TABLE>

(B) For transfers commencing on or after January 1, 1996:

(1) If you roll over amounts from other MetLife contracts we designate that
have been in force at least two years (except as covered in (2) below), we
will apply the one of the following two formulas that is more favorable to
you: (a) the same withdrawal charge schedule that would have applied to the
rollover amounts had they remained in your other MetLife contracts, however,
any exceptions or reductions to the basic withdrawal charge percentage that
this Contract does not provide for (such as a 0% charge at the end of an
interest rate guarantee period or a 3% charge at the third anniversary) will
not apply; or (b) subject the rollover amounts to a withdrawal charge
determined as described above in "What is the early withdrawal charge (sales
load)?" as follows:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
6 &
1 2 3 4 5 BEYOND
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0%
</TABLE>

For this purpose, purchase payment year is measured from the date of the
rollover, not the original purchase payment date under the other MetLife
contracts.

(2) If the other MetLife contracts have been in force less than two years or
provide for a separate withdrawal charge for each purchase payment, we will
treat the other contracts and this Contract as if they were one for purposes
of determining when a purchase payment was made by crediting under this
Contract your purchase payments with the time you held under our other
contract prior to the date they were rolled over.

9. Nursing Home or Terminal Illness: To the first withdrawal if you or your
spouse (A) is a resident in certain nursing home facilities for at least 90
consecutive days or (B) has been diagnosed as terminally ill and is expected
to die within twelve months, but only if this provision has been approved by
your state.

DEATH BENEFIT
...............................................................................

WHAT IS THE DEATH BENEFIT?

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

The death benefit will not be paid until we receive proof of death and
appropriate directions regarding the Account Balance. If we receive proof of
death without any appropriate directions, we will take no action with regard
to the Account Balance until we receive appropriate directions.

You name your beneficiary.

A-PPA-16
<PAGE>

...............................................................
The payee may take a lump sum cash payment or use the death benefit (less any
applicable annuity taxes) to purchase an income annuity from the types
available under your Contract.

INCOME OPTIONS
................................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw all or a portion of your Account Balance and use that
money (less any annuity taxes and applicable Contract charges that must be
paid) to purchase an income annuity.

You can receive income payments guaranteed for life on a monthly, quarterly,
semiannual or annual basis. Non-life contingent annuities are available which
guarantee payments for at least five years, but not more than 30 years.

Other life annuity options are available which have a refund feature or are
guaranteed for a period of time and are life contingent afterwards. The amount
of the initial payment under an income annuity must be at least $50 ($20 in
Massachusetts). You may defer receipt of income payments for up to 12 months
once an income annuity has been elected.

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

Both fixed and variable income options are available. Under a fixed income
option, we guarantee a specified, fixed payment, which will depend on the
income option chosen, the age and sex of the annuitant and joint annuitant, if
applicable, (except where unisex rates are required by law) and the portion of
your Account Balance used to provide the fixed income option. If a currently
issued immediate annuity of the same type will provide greater income payments,
the immediate annuity rates will be used.

If you do not select an income option by the date the Contract specifies, you
have not withdrawn your entire Account Balance, and your Contract was not
issued under a retirement plan, you will be issued a life annuity with a ten
(10) year guarantee. In that case, if you do not tell us otherwise, your Fixed
Interest Account Balance will be used to provide a fixed income option and your
Separate Account Balance will be used to provide a variable income option.

More information concerning the variable income option, including investment
choices, determining the value of variable income payments, transfers,
deductions and charges, variable income option types and taxes are discussed
below under "Income Annuities."

A-PPA-17
<PAGE>

SECTION II: INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
..............................................................

WHAT ARE INCOME ANNUITIES?

Income Annuities provide you with a series of payments for either a period of
time or life that are based upon the investment performance of the investment
divisions of the Separate Account. The amount of the payment will fluctuate and
is not guaranteed as to a specified amount. You may elect to have a portion of
your income payment under the fixed income option that is guaranteed by
MetLife's general account. That portion of the payment from the fixed income
option will not fluctuate and is fixed. You may purchase an Income Annuity even
if you did not have a Contract during the accumulation period.

Income Annuities can be either group or individual and are offered as IRAs,
SIMPLE IRAs, SEPs, TSAs, PEDC, Keogh, 403(a) and Non-Qualified annuities. Some
income annuities have a reduced general administrative expenses and mortality
and expense risk charge as a result of reduced administration expenses.

This Prospectus describes four types of Income Annuities: IRAs, SIMPLE IRAs,
SEPs and Non-Qualified Annuities.

MAY THE INCOME ANNUITY BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. Your Income Annuity may provide that your choice of income types is
subject to the terms of your retirement plan. Your Income Annuity will indicate
under which circumstances this is the case. We may rely on your employer's or
plan administrator's statements to us as to the terms of the plan or your
entitlement to any amounts. We will not be responsible for determining what
your plan says.

WHAT ARE THE INVESTMENT CHOICES?

The investment choices provided through the Separate Account are the Income,
Diversified, Stock Index, Growth, Aggressive Growth and International Stock
Divisions described earlier in Section I under "Your Investment Choices." If
you are covered under a group Income Annuity, the employer, association or
group may have limited the number of available divisions. Your Income Annuity
will indicate which divisions were available to you when we issued it. We may
add or eliminate divisions for some or all persons. You may choose up to four
investment divisions to provide the variable income payment or up to three
investment divisions if a fixed income option is also selected.

ADMINISTRATION
................................................................................

WHAT ADMINISTRATIVE DETAILS SHOULD YOU KNOW?

Your purchase payment and all requests concerning Income Annuities should be
sent to our Designated Office. We will provide you with the address for this
Office. All checks should be payable to "MetLife." You can also make certain
requests by telephone. In order to have the purchase payment for the Income
Annuity credited to you, we must receive your payment and complete
documentation. We will provide the appropriate forms. Under group Income
Annuities, your employer or the group in which you are an annuitant or member
must also identify you to us on their reports and tell us how the purchase
payment should be allocated among the investment divisions of the Separate
Account and the fixed income option.

Your purchase payment is normally credited to you within two days of receipt
at our Designated Office. However, if you fill out our forms incorrectly or
incompletely or other documentation is not completed properly, we have up to
five business days to credit the purchase payment. If the problem cannot be
resolved by the fifth business day, we will notify you and give you the reasons
for the delay. At that time, you will be asked whether you agree to let us keep
the purchase payment until the problem is remedied. If you do not agree, your
purchase payment will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., Eastern time, on
the day we receive them at our Designated Office, except when they are received
(1) on a day when the annuity unit value (which will be discussed later in this
Prospectus) is not calculated or (2) after 4:00 p.m., Eastern time. In those
cases, the payment will be effective the next day the annuity unit value is
calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

Your purchase payment must be large enough to produce an initial income
payment of at least $50 ($20 in Massachusetts).

HOW IS THE PURCHASE PAYMENT ALLOCATED?

You decide how the purchase payment is allocated among the fixed income
option and the investment divisions of the Separate Account available to your
Income Annuity.

A-PPA-18
<PAGE>

...............................................................

DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS
...............................................................................

WHAT IS AN ANNUITY UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"annuity units." These annuity units are similar to "accumulation units"
described earlier in Section I except that we deduct the contract fee (which
may be waived) and applicable annuity taxes from the purchase payment before
we determine the number of annuity units in each investment division chosen.

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

We calculate the value of an annuity unit once a day on every day the New
York Stock Exchange is open for trading. We call the time between the
calculation of an annuity unit and the next annuity unit calculation the
"Valuation Period." We have the right to change the basis for the Valuation
Period, on 30 days' notice, as long as it is consistent with the law. All
purchase payments and transfers are valued as of the end of the Valuation
Period during which the transaction occurred. The value of annuity units can
go up or down and is derived from the investment performance of each of the
underlying portfolios. If the investment performance, after payment of
Separate Account expenses and the deduction for the assumed investment rate
("AIR"), discussed later in this Prospectus, is positive, annuity unit values
will go up. Conversely, if the investment performance, after payment of
Separate Account expenses and the deduction for the AIR is negative, they will
go down.

When we determine the annuity unit value for an investment division, we use
the same "experience factor" as that derived for the calculation of
accumulation units as described in Section I.

To calculate an annuity unit value, we first multiply the experience factor
for the period by 0.99989255 (the daily equivalent of an effective annual rate
of 4%) for the AIR for most Income Annuities. (The AIR may be in the range of
3% to 6%, as defined in your Income Annuity and the laws in your state.) The
resulting number is then multiplied by the last previously calculated annuity
unit value to produce the new annuity unit value.

HOW IS A VARIABLE INCOME PAYMENT DETERMINED AND WHAT IS THE AIR?

Variable income payments can go up or down based upon the investment
performance of the investment divisions in the Separate Account. AIR is the
rate used to determine the first variable income payment and serves as a
benchmark against which the investment performance of the investment divisions
is compared. The higher the AIR, the higher the first variable income payment
will be. Subsequent variable income payments will increase only to the extent
that the investment performance of the investment divisions exceeds the AIR
(and Separate Account charges). Variable income payments will decline if the
investment performance of the Separate Account does not exceed the AIR (and
Separate Account charges). A lower AIR will result in a lower initial variable
income payment, but subsequent variable income payments will increase more
rapidly or decline more slowly as changes occur in the investment performance
of the investment divisions.

WHEN ARE VARIABLE INCOME PAYMENTS DETERMINED AND HOW OFTEN WILL THEY CHANGE?

Variable income payments are determined as of the 10th day prior to the date
each variable income payment is to be paid or the issue date, if later. Each
variable income payment may vary from a prior payment, depending, as discussed
above, upon the investment performance of the investment divisions, the AIR
and Separate Account charges.

TRANSFERS
...............................................................................

CAN YOU MAKE TRANSFERS?

You can make transfers from one investment division to another or from an
investment division to a fixed income option as long as the total number of
investment divisions under your Income Annuity is no greater than four (or
three investment divisions if a fixed income option is chosen). You may make
an unlimited number of transfers. Your request must tell us the percentage to
be transferred. You may not make a transfer from the fixed income option to an
investment division.

WHEN WILL WE MAKE TRANSFERS?

Generally, we will make a transfer as of the end of the Valuation Period
during which we receive your request at our Designated Office. We will make it
as of a later date if you request. If you die before the requested date, we
will cancel the request and continue to make payments to your beneficiary
under a guarantee or a joint annuitant or pay your beneficiary a refund, if
you have chosen one of these income types.

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. If we agree, and you complete the form we supply, you may also authorize
your sales representative to make transfer requests on

A-PPA-19
<PAGE>

...............................................................
your behalf by telephone. All telephone transfers are subject to the same
procedures and limitations of liability as described earlier in Section I.

DEDUCTIONS AND CHARGES
...............................................................................

WHAT IS THE CONTRACT FEE?

A one time $350 contract fee is taken from your purchase payment prior to
crediting annuity units and determining the amount of any fixed income
payments. This charge covers our administrative costs which include
preparation of the Income Annuities, review of applications and recordkeeping.
If you purchase an Income Annuity as the variable income option under your
Contract and you purchased the Contract at least two years earlier, the
contract fee will be waived.

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that annuitants may
live for a longer period of time than we estimated. Then we would be obligated
to pay more income benefits than anticipated. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Income Annuity will be greater than we estimated.

These charges do not reduce the number of annuity units credited to you.
These charges are calculated and paid every time we calculate the value of
annuity units. (See "How is an annuity unit value calculated?" on A-PPA-19.)

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

Yes. Some jurisdictions tax what are called "annuity considerations." We
deduct money to pay annuity taxes when you make the purchase payment. A chart
that shows the states where annuity taxes are charged and the amount of these
taxes is on page A-PPA-31.

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Three persons figure in the description below: the owner of the Income
Annuity (the person with all rights under the Contract including the right to
direct who receives payments), the annuitant (the person whose life is the
measure for determining the timing and sometimes amount of income payments)
and the beneficiary (the person who may receive benefits if no annuitants or
owners are living).

Your Lifetime Annuity--A variable income payable during the annuitant's
life.

Your Lifetime with a Guaranteed Period Annuity--A variable income payable
during the annuitant's life. If, at the death of the annuitant, payments have
been made for less than the guarantee period, payments are made to the owner
of the annuity (or the beneficiary if the owner dies before the end of the
guarantee period) for the rest of the guarantee period.

Your Lifetime With a Refund Annuity--A variable income payable during the
annuitant's life. If, at the death of the annuitant, the total of all of our
payments is less than the purchase payment that we received we will pay an
amount equal to the difference to the owner of the annuity (or to the
beneficiary if the owner is not alive) when the annuitant dies.

Income for Two Lives Annuity--A variable income payable while either of two
annuitants is alive. After one annuitant dies payments continue if the other
annuitant is alive, otherwise payments stop. Payments after one annuitant dies
may be the same as those paid while both were alive or may be a lower
percentage selected when the annuity is purchased (e.g. 75%, 66 2/3% or 50%).

Income for Two Lives with a Guaranteed Period Annuity--This is the same as
the Income for Two Lives Annuity described above, but we guarantee to pay the
full amount (not a reduced percentage) for the guarantee period even if one or
both annuitants die. If, at the death of both annuitants, payments have been
made for less than the guarantee period, payments are made to the owner of the
annuity (or the beneficiary if the owner dies before the end of the guarantee
period) for the rest of the guarantee period.

Income for Two Lives with a Refund Annuity--This is the same as the Income
for Two Lives Annuity described above but if, at the death of both annuitants,
the total of all of our payments is less than the purchase payment that we
received we will pay an amount equal to the difference to the owner of the
annuity (or to the beneficiary if the owner is not alive) when the annuitant
dies.

Income for a Guaranteed Period Annuity--A variable income payable for a
guarantee period (5-30 years). Payments cease at the end of the guarantee
period (which is often called a "term certain" period) even if the annuitant
is still alive. If the annuitant dies prior to the end of the guarantee
period, payments are made to the owner of the annuity (or to the beneficiary
if the owner dies before the end of the guarantee period) for the rest of the
guarantee period.

A-PPA-20
<PAGE>

...............................................................

IS THERE A FREE LOOK?

Yes. There is a Free Look when you purchase an Income Annuity. There is no
Free Look when an Income Annuity is the variable income option under a
Contract. You may cancel your Income Annuity within 10 days (20 days in North
Dakota and Idaho) after you receive it by telling us in writing. We will then
refund your purchase payment (however, for Income Annuities issued in Illinois
and Minnesota we will instead pay you the value of your annuity units.) The
Free Look is 30 days if the Income Annuity was issued in California and you
are 60 years old or older. If you cancel the Income Annuity, we will then
refund the value of your annuity units. If you purchased your Income Annuity
by mail, you may have more time to return your Income Annuity.

A-PPA-21
<PAGE>

SECTION III: OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS
....................................
...........................

CAN WE CANCEL YOUR CONTRACT OR INCOME ANNUITY?

We may not cancel your Income Annuity.

We may cancel your Contract. If we do so for a Contract delivered in New
York, we will return the full Account Balance. In all other cases, you will
receive an amount equal to what you would have received if you had requested a
total withdrawal of your Account Balance. Early withdrawal charges may apply.

We will only cancel your Contract if we do not receive any purchase payments
for you for 36 consecutive months and your Account Balance is less than
$2,000. We will only do so to the extent allowed by law.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Yes. If your plan is subject to ERISA (the Employee Retirement Income
Security Act of 1974) and you are married, the income payments, withdrawal
provisions, and methods of payment of the death benefit under your Contract or
Income Annuity may be subject to your spouse's rights as described below.

Generally, the spouse must give qualified consent whenever you elect to:

a. choose income payments other than on a qualified joint and survivor
basis ("QJSA") (one under which we make payments to you during your
lifetime and then make payments reduced by no more than 50% to your
spouse for his or her remaining life, if any); or choose to waive the
qualified pre-retirement survivor annuity benefit ("QPSA") (the benefit
payable to the surviving spouse of a participant who dies with a vested
interest in an accrued retirement benefit under the plan before payment
of the benefit has begun);

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary;

d. use your accrued benefit as security for a loan.

Generally, there is no limit to the number of your elections as long as a
qualified consent is given each time. The consent to waive the QJSA must meet
certain requirements, including that it be in writing that acknowledges the
identity of the designated beneficiary and the form of benefit selected,
dated, signed by your spouse, witnessed by a notary public or plan
representative and in a form satisfactory to us. The waiver of a QJSA
generally must be executed during the 90-day period ending on the date on
which income payments are to commence, or the withdrawal or the loan is to be
made, as the case may be. If you die before benefits commence, your surviving
spouse will be your beneficiary unless he or she has given a qualified consent
otherwise. The qualified consent to waive the QPSA benefit and the beneficiary
designation must be made in writing that acknowledges the designated
beneficiary, dated, signed by your spouse, witnessed by a notary public or
plan representative and in a form satisfactory to us. Generally, there is no
limit to the number of beneficiary designations as long as a qualified consent
accompanies each designation. The waiver of and the qualified consent for the
QPSA benefit generally may not be given until the plan year in which you
attain age 35. The waiver period for the QPSA ends on the date of your death.

If your benefit is worth $3,500 or less, your plan may provide for
distribution of your entire interest in a lump sum without spousal consent.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as check-o-matic, SWIP payments and pre-authorized
systematic purchase payments which are transfers from the Fixed Interest
Account, may be confirmed quarterly.

CAN WE CHANGE THE PROVISIONS OF YOUR CONTRACT OR INCOME ANNUITY?

Yes. We have the right to make certain changes to your Contract or Income
Annuity, but only as permitted by law. We make changes when we think they
would best serve the interest of all participants or would be appropriate in
carrying out the purposes of the Contract or Income Annuity. If the law
requires, we will also get your approval and that of any appropriate
regulatory authorities. Examples of the changes we may make include:

A-PPA-22
<PAGE>

...............................................................
1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

3. To transfer any assets in an investment division to another investment
division, or to one or more separate accounts, or to our general account, or
to add, combine or remove investment divisions in the Separate Account.

4. To substitute for the portfolio shares in any investment division, the
shares of another class of the Metropolitan Fund or the shares of another
investment company or any other investment permitted by law.

5. To change the way we assess charges, but without increasing the aggregate
amount charged to the Separate Account and any currently available portfolio
in connection with the Contracts or Income Annuities.

6. To make any necessary technical changes in the Contracts or Income
Annuities in order to conform with any of the above-described actions.

If any changes result in a material change in the underlying investments of
an investment division in which you have an Account Balance, we will notify
you of the change. You may then make a new choice of investment divisions. For
Contracts issued in Pennsylvania (and Income Annuities where required by law),
we will ask your approval before any technical changes are made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

In accordance with our view of the present applicable law, we will vote the
shares of each of the portfolios held by the Separate Account (which are
deemed attributable to the Contract or Income Annuity) at regular and special
meetings of the shareholders of the portfolio based on instructions received
from those having the voting interest in corresponding investment divisions of
the Separate Account. However, if the 1940 Act or any rules thereunder should
be amended or if the present interpretation thereof should change, and as a
result we determine that we are permitted to vote the shares of the portfolios
in our own right, we may elect to do so.

Accordingly, you have voting interests under the Contracts or Income
Annuities. The number of shares held in each Separate Account investment
division deemed attributable to you is determined by dividing the value of
accumulation or annuity units attributable to you in that investment division,
if any, by the net asset value of one share in the portfolio in which the
assets in that Separate Account investment division are invested. Fractional
votes will be counted. The number of shares for which you have the right to
give instructions will be determined as of the record date for the meeting.

Portfolio shares held in each registered separate account of MetLife or any
affiliate that are or are not attributable to life insurance policies or
annuity contracts (including the Contracts and Income Annuities) and for which
no timely instructions are received will be voted in the same proportion as
the shares for which voting instructions are received by that separate
account. Portfolio shares held in the general accounts or unregistered
separate accounts of MetLife or its affiliates will be voted in the same
proportion as the aggregate of (i) the shares for which voting instructions
are received and (ii) the shares that are voted in proportion to such voting
instructions. However, if we or an affiliate determine that we are permitted
to vote any such shares, in our own right, we may elect to do so subject to
the then current interpretation of the 1940 Act or any rules thereunder.

You will be entitled to give instructions regarding the votes attributable
to your Contract or Income Annuity in your sole discretion.

You may give instructions regarding, among other things, the election of the
board of directors, ratification of the election of independent auditors, and
the approval of investment and sub-investment managers.

CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

Yes. MetLife may disregard voting instructions under the following
circumstances (1) to make or refrain from making any change in the investments
or investment policies for any portfolio if required by any insurance
regulatory authority; (2) to refrain from making any change in the investment
policies or any investment adviser or principal underwriter or any portfolio
which may be initiated by those having voting interests or the Metropolitan
Fund's board of directors, provided MetLife's disapproval of the change is
reasonable and, in the case of a change in investment policies or investment
manager, based on a good faith determination that such change would be
contrary to state law or otherwise inappropriate in light of the portfolio's
objective and purposes; or (3) to enter into or refrain from entering into any
advisory agreement or underwriting contract, if required by any insurance
regulatory authority.

A-PPA-23
<PAGE>

...............................................................
In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR CONTRACT OR INCOME ANNUITY AND DO YOU PAY A COMMISSION ON THE
PURCHASE OF YOUR CONTRACT OR INCOME ANNUITY?

All Contracts and Income Annuities, certificates and interests in the
Contracts and Income Annuities are sold through individuals who are our
licensed sales representatives. We are registered with the Securities and
Exchange Commission as a broker-dealer under the Securities Exchange Act of
1934, and we are a member of the National Association of Securities Dealers,
Inc. They also are sold through other registered broker-dealers. They also may
be sold through the mail.

The licensed agents and broker-dealers who sell Contracts and Income
Annuities and certificates and interests in the Contracts and Income Annuities
may be compensated for these sales by commissions that we pay. There is no
front-end sale load deducted from purchase payments to pay sales commissions.
The Separate Account also does not pay sales commissions. The commissions we
pay range from 0% to 6% depending on the age of the participant or annuitant.

We also make payments to our licensed agents based upon the total Account
Balances of the Contracts assigned to the agent. Under the program, we pay an
amount up to .21% of the total Account Balances of the Contracts, other
registered variable annuity contracts and certain mutual fund account
balances. These asset based commissions compensate the agent for servicing the
Contracts. These payments are not made for Income Annuities.

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

Yes. From time to time we advertise the performance of various Separate
Account investment divisions. This performance is stated in terms of either
"yield," "change in accumulation unit value," "change in annuity unit value"
or "average annual total return" or some combination of the foregoing. Yield,
change in accumulation unit value, change in annuity unit value and average
annual total return figures are based on historical earnings and are not
intended to indicate future performance. The yield figures quoted in
advertisements will refer to the net income generated by an investment in a
particular investment division for a thirty day period or month, which is
specified in the advertisement, and then expressed as a percentage yield of
that investment. This percentage yield is then compounded semiannually. Change
in accumulation unit value or change in annuity unit value refers to the
comparison between values of accumulation or annuity units over specified
periods in which an investment division has been in operation, expressed as a
percentage. Change in accumulation unit value or change in annuity unit value
may also be expressed as an annualized figure. In addition, change in
accumulation unit value or change in annuity unit value may be used to
illustrate performance for a hypothetical investment (such as $10,000) over
the time period specified. Yield and change in accumulation unit value figures
do not reflect the possible imposition of an early withdrawal charge of up to
7% of the amount withdrawn attributable to a purchase payment, which may
result in a lower figure being experienced by the investor. Average annual
total return differs from the change in accumulation unit value and change in
annuity unit value because it assumes a steady rate of return and reflects all
expenses and applicable early withdrawal charges. Performance figures will
vary among the various Contracts and Income Annuities as a result of different
Separate Account charges and early withdrawal charges. Performance may be
calculated based upon historical performance of the underlying portfolios of
the Metropolitan Fund and may assume that certain Contracts were in existence
prior to their inception date. After the inception date, actual accumulation
unit or annuity unit data is used.

Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred investments. From time to time, the Separate Account may
compare the performance of its investment divisions with the performance of
common stocks, long-term government bonds, long-term corporate bonds,
intermediate-term government bonds, Treasury Bills, certificates of deposit
and savings accounts. The Separate Account may use the Consumer Price Index in
its advertisements as a measure of inflation for comparison purposes. From
time to time, the Separate Account may advertise its performance ranking among
similar investments or compare its performance to averages as compiled by
independent organizations such as Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS(R) and The Wall Street Journal. The Separate Account
may also advertise its performance in comparison to appropriate indices, such
as the Standard & Poor's 500 Index, Lehman Brothers Aggregate Index and The
Morgan Stanley Capital International, Europe, Australia, Far East (EAFE)
Index.

Performance may be shown for two investment strategies that are made
available under certain Contracts. The first is the "Equity Generator." Under
the

A-PPA-24
<PAGE>

...............................................................

"Equity Generator," an amount equal to the interest earned during a specified
interval (i.e., monthly, quarterly) in the Fixed Interest Account is
transferred to the Stock Index Division or the Aggressive Growth Division. The
second technique is the "EqualizerSM." Under this strategy, at the end of a
specified period (i.e., monthly, quarterly), a transfer is made from the Stock
Index Division or the Aggressive Growth Division to the Fixed Interest Account
or from the Fixed Interest Account to the Stock Index Division or Aggressive
Growth Division in order to make the account and the division equal in value.
An "Equity Generator Return," "Aggressive Equity Generator Return," "Equalizer
Return" or "Aggressive Equalizer Return" will be calculated by presuming a
certain dollar value at the beginning of a period and comparing this dollar
value with the dollar value, based on historical performance, at the end of
the period, expressed as a percentage. The "Return" in each case will assume
that no withdrawals have occurred. We may also show performance for the Equity
Generator and Equalizer investment strategies using any other investment
divisions for which these strategies are made available in the future. If we
do so, performance will be calculated in the same manner as described above,
using the appropriate account and/or investment divisions.

A-PPA-25
<PAGE>

SECTION IV: TAXES
..............................................................

GENERAL

Tax laws are complex and are subject to frequent change as well as to
judicial and administrative interpretation. The following is a general summary
intended to point out what we believe to be some general rules and principles,
and not to give specific tax or legal advice. Failure to comply with the law
may result in significant penalties. For details or for advice on how the law
applies to your individual circumstances, consult your tax advisor or attorney.
You may also get information from the Internal Revenue Service.

In the opinion of our attorneys, the Separate Account and its operations will
be treated as part of MetLife, and not taxed separately. We are taxed as a life
insurance company. Thus, although the Contracts and Income Annuities allow us
to charge the Separate Account with any taxes or reserves for taxes attribut-
able to it, we do not expect that under current law we will do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR DEFERRED CONTRACT?

All contributions under the Contracts, other than contributions under Non-
Qualified Contracts and non-deductible contributions under IRA Contracts and
certain other qualified Contracts, will be contributed on a "before-tax" basis.
This means that the purchase payments either reduce your income, entitle you to
a tax deduction or are not subject to current income tax. Because of this,
Federal income taxes are payable on the full amount of money you withdraw as
well as on income earned under the Contract.

Non-Qualified Contracts are issued on an "after-tax basis" so that making
purchase payments does not reduce the taxes you pay. Income earned under the
Contracts is normally not taxed until withdrawn, if you, as the owner, are an
individual. Thus, that portion of any withdrawal that represents income is
taxed when you receive it, but that portion that represents purchase payments
is not, to the extent previously taxed.

The IRA Contracts accept both purchase payments that entitle you or the owner
to a current tax deduction or to an exclusion from income and those that do
not. Taxation of withdrawals depends on whether or not you or the owner were
entitled to deduct or exclude the purchase payments from income in compliance
with the Code.

All taxable distributions from the Contracts will be subject to Federal
income tax withholding unless the payee elects to have no withholding. The rate
of withholding is as determined by the Code and Regulations thereunder at the
time of payment.

Each type of Contract is subject to various tax limitations. Typically,
except for the Non-Qualified Contracts, the maximum amount of purchase payment
is limited under Federal tax law and there are limitations on how long money
can be left under the Contracts before withdrawals must begin. A 10% tax
penalty applies to certain taxable withdrawals from the Contract (or in some
cases from the plan or arrangement that purchased the Contract) before you are
age 59 1/2. Under a SIMPLE IRA, the tax penalty is increased to 25% for
withdrawals during the first two years of an employee's participation in the
SIMPLE IRA. If a combination of certain payments to you from certain tax-
favored plans (which includes (S)403(a) plans, (S)403(b) arrangements,
individual retirement arrangements, SIMPLE IRAs, SEPs and tax-qualified pension
and profit sharing plans) exceeds $160,000 (for 1997), an additional penalty
tax of 15% in addition to ordinary income taxes is imposed on the excess.
However, the 15% penalty tax is suspended during the calendar years 1997, 1998
and 1999. The rules as to what payments are subject to this provision are
complex. The following paragraphs will briefly summarize some of the tax rules
on a Contract-by-Contract basis, but will make no attempt to mention or explain
every single rule that may be relevant to you. We are not responsible for
determining if your plan or arrangement satisfies the requirements of the Code.

IRA Contracts. Annual contributions to all IRAs may not exceed the lesser of
$2,000 or 100% of your "compensation" as defined by the Code, except "spousal
IRAs" discussed below. Generally, no contributions are allowed during or after
the tax year in which you attain age 70 1/2. Contributions other than those
allowed are subject to a 6% excess contribution tax penalty. Special rules
apply to withdrawals of excess contributions. These dollar and age limits do
not apply to tax-free "rollovers" or transfers from other IRAs or from other
tax-favored plans that the Code allows.

A-PPA-26
<PAGE>

...............................................................

retirement plan, annual contributions are fully deductible if your adjusted
gross income is $25,000 or less ($40,000 for married couples filing jointly,
however, never fully deductible for a married person filing separately), not
deductible if your adjusted gross income is over $35,000 ($50,000 for married
couples filing jointly, $10,000 for a married person filing separately) and
partially deductible if your adjusted gross income falls between these amounts.
If you file a joint return and you and your spouse are under age 70 1/2, you
and your spouse may be able to make annual IRA contributions of up to $4,000
($2,000 each) to two IRAs, one in your name and one in your spouse's. Neither
can exceed $2,000, nor can it exceed your joint compensation.

Withdrawals (other than tax-free transfers or "rollovers" to other individual
retirement arrangements) before age 59 1/2 are subject to a 10% tax penalty.
This penalty does not apply to withdrawals (1) paid to a beneficiary or your
estate after your death; (2) due to your permanent disability (as defined in
the Code); (3) made in substantially equal periodic payments (not less
frequently than annually) over the life or life expectancy of you or you and
another person named by you as your beneficiary; (4) made after December 31,
1996 to pay deductible medical expenses; or (5) made after December 31, 1996 to
enable certain unemployed persons to pay medical insurance premiums. If you are
under age 59 1/2 and are receiving SWIP payments that you intend to qualify as
a series of substantially equal periodic payments under (S)72(t) or (S)72(q) of
the Code and thus not subject to the 10% tax penalty, any modifications to your
SWIP payments before age 59 1/2 or five years after beginning SWIP payments
will result in the retroactive imposition of the 10% tax penalty. You should
consult with your tax adviser to determine whether you are eligible to rely on
any exceptions to the 10% tax penalty before you elect to receive any SWIP
payments or make any modifications to your SWIP payments.

If you made both deductible and non-deductible contributions, a partial
withdrawal will be treated as a pro rata withdrawal of both, based on all of
your IRAs (not just the IRA Contracts). The portion of the withdrawal
attributable to non-deductible contributions (but not the earnings on them) is
a nontaxable return of principal, and the 10% tax penalty does not apply. You
must keep track of which contributions were deductible and which weren't, and
make annual reports to the IRS if non-deductible contributions were made.

Withdrawals may be transferred to another IRA without Federal tax
consequences if Code requirements are met. Your Contract is not forfeitable and
you may not transfer it.

Your entire interest in the Contract must be withdrawn or begun to be with-
drawn generally by April 1 of the calendar year following the year in which you
reach age 70 1/2 and a tax penalty of 50% applies to withdrawals which should
have been made but were not. Complex rules apply to the timing and calculation
of these withdrawals. Other complex rules apply to how rapidly withdrawals must
be made after your death. Generally, if you die before the required withdrawals
have begun, we must make payment of your entire interest within five years of
the year in which you died or begin payments under an income annuity allowed by
the Code to your beneficiary over his or her lifetime or over a period not be-
yond your beneficiary's life expectancy starting by the December 31 of the year
following the year in which you die. If your spouse is your beneficiary, and,
if your Contract permits, payments may be made over your spouse's lifetime or
over a period not beyond your spouse's life expectancy starting by the December
31 of the year in which you would have reached age 70 1/2, if later. If your
beneficiary is your spouse, he or she may elect to continue the Contract as his
or her own IRA Contract after your death. If you die after the required with-
drawal has begun, payments must continue to be made at least as rapidly as un-
der the method of distribution that was used as of the date of your death. The
IRS allows you to aggregate the amount required to be withdrawn from each indi-
vidual retirement arrangement you own and to withdraw this amount in total from
any one or more of the individual retirement arrangements you own.

SEP Contracts. Partners and sole proprietors may make purchase payments under
SEPs for themselves and their employees, and corporations may make purchase
payments under SEPs for their employees. Complex rules apply to which employees
or other persons must be allowed to participate, and what contributions may be
made for each of them. Once a contribution is made, you (not the employer) have
all rights to it. Once contributions are made (under these SEP rules), your SEP
generally operates as if it were an IRA purchased by you under the IRA rules
discussed above. An employer is not permitted to establish a salary reduction
SEP plan ("SARSEP") after December 31, 1996. However, you may make
contributions, in accordance with your plan's provisions, to your existing
SARSEP contract if your employer's SARSEP plan was established prior to January
1, 1997.

SIMPLE IRAs. If an employer has no more than 100 employees (who earn at least
$5,000) and the SIMPLE IRA is the exclusive tax-qualified plan of the employer,
employees may make contributions on a before-tax basis of up to $6,000 (subject
to indexing) and the employer must generally match employee contributions
dollar-for-dollar up to 3% of compensation. Under certain circumstances, the
employer can elect to

A-PPA-27
<PAGE>

...............................................................

make a lesser matching contribution or make a contribution equal to 2% of
compensation for all eligible employees. SIMPLE IRAs are exempt from complex
nondiscrimination, top-heavy and reporting rules. Once a contribution is made,
you (not the employer) have all rights to it. Once contributions are made
under these SIMPLE IRA rules, your SIMPLE IRA generally operates as if it were
an IRA purchased by you under the IRA rules discussed above. (However, the tax
penalty for early withdrawals is generally increased for withdrawals within
the first two years of an employee's participating in the SIMPLE IRA.)

Non-Qualified Contracts. No limits apply under the Code to the amount of
purchase payments that you may make. Tax on income earned under the Contracts
is generally deferred until it is withdrawn only if you, as owner of the
Contract, are an individual (or are treated as a natural person under certain
other circumstances specified by the Code). The following discussion assumes
that this is the case.

Any withdrawal is generally treated as coming first from earnings (and thus
subject to tax) and next from your contributions (and thus a nontaxable return
of principal) only after all earnings are paid out. This rule does not apply
to payments made under income annuities, however. Such payments are subject to
an "exclusion ratio" which determines how much of each payment is a non-
taxable return of your contributions and how much is a taxable payment of
earnings. Once the total amount treated as a return of your contributions
equals the amount of such contributions, all remaining payments are fully
taxable. If you die before all contributions are returned, the unreturned
amount may be deductible on your final income tax return or deductible by your
beneficiary if payments continue after your death. We will tell the purchaser
of an income annuity what your contributions were and how much of each income
payment is a non-taxable return of contributions.

Withdrawals (other than tax-free exchanges to other Non-Qualified contracts)
before you are age 59 1/2 are subject to a 10% tax penalty. This penalty does
not apply to withdrawals (1) paid to a beneficiary or your estate after your
death; (2) due to your permanent disability (as defined in the Code); or (3)
made in substantially equal periodic payments (not less frequently than
annually) over the life or life expectancy of you or you and another person
named by you as your beneficiary.

Your Non-Qualified Contract may be exchanged for another non-qualified
contract without incurring Federal income taxes if Code requirements are met.
Under the Code, withdrawals need not be made by a particular age. However, It
is possible that the Internal Revenue Service may determine that the Contract
must be surrendered or income payments must commence by a certain age, e.g.,
85 or older. If you die before payment under an income annuity begins, we must
make payment of your entire interest in the Contract within five years of your
death or begin payments under an income annuity allowed by the Code to your
beneficiary within one year of your death. If your spouse is your beneficiary
or a co-owner of the Non-Qualified Contract, this rule does not apply. If you
die after income payments begin, payments must continue to be made at least as
rapidly as before your death in accordance with the income type selected.

The tax law treats all non-qualified contracts issued after October 21, 1988
by the same company (or its affiliates) to the same owner during any one
calendar year as one annuity contract. This may result in more income being
taxed to you on withdrawals from the Contract than would otherwise be the
case. Although the law is not clear, the aggregation rule may also adversely
affect the tax treatment of payments received under an income annuity where
the owner has purchased more than one non-qualified annuity during the same
calendar year from the same or an affiliated company after October 21, 1988,
and is not receiving income payments from all annuities at the same time.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR INCOME ANNUITY?

All purchase payments under the Income Annuities, other than purchase pay-
ments under Non-Qualified In come Annuities and purchase payments consisting
of non-deductible contributions under IRA Income Annuities, will be on a "be-
fore-tax" basis. This means that the purchase payment was either a reduction
from income, entitled you to a tax deduction or was not subject to current in-
come tax. Because of this, Federal income taxes are payable on the full amount
of money paid as income payments under the Income Annuity.

The Non-Qualified Income Annuities are issued on an "after-tax basis" so
that making a purchase payment does not reduce the taxes you pay. That portion
of any income payment that represents income is taxed when you receive it, but
that portion that represents the purchase payment is a nontaxable return of
principal.

The IRA Income Annuities accept both purchase payments that have entitled
you as the owner to a current tax deduction or to a reduction in taxable
income and those that do not. Taxation of income payments depends on whether
or not you as the owner were entitled to deduct or exclude the purchase
payments from income in compliance with the Code.

All taxable income payments will be subject to Federal income tax
withholding unless the payee elects

A-PPA-28
<PAGE>

...............................................................
to have no withholding. The rate of withholding is as determined by the Code
at the time of payment.

Income payments that are allowed before you are age 59 1/2 are generally
subject to an additional 10% tax penalty on the taxable portion of the income
payment. Under a SIMPLE IRA, the tax penalty is increased to 25% for
withdrawals during the first two years of an employee's participation in the
SIMPLE IRA. This penalty does not apply to income payments (1) paid to a
beneficiary or your estate after your death; (2) due to your permanent
disability (as defined in the Code); (3) made in substantially equal periodic
payments (not less frequently than annually) over the life or life expectancy
of you or you and another person named by you as your beneficiary; or (4)
under a Non-Qualified Income Annuity purchased with a single purchase payment
which provides for substantially equal payments (to be made not less
frequently than annually) commencing no later than one year from the purchase
date. For IRAs, SIMPLE IRAs and SEPs, the 10% tax penalty will not apply to
income payments made after December 31, 1996 to pay deductible medical
expenses, or made after December 31, 1996 to enable certain unemployed persons
to pay medical insurance premiums. There is a possibility that if you make
transfers as described earlier in this Prospectus before age 59 1/2 or within
five years of the purchase of the Income Annuity, the exercise of the transfer
provision may cause the retroactive imposition of this tax.

If a combination of certain income payments to you from certain tax-favored
plans (which include (S)403(a) plans, (S)403(b) arrangements, individual
retirement arrangements, SIMPLE IRAs, SEPs and tax-qualified pension and
profit sharing plans) exceeds $160,000 (for 1997), a penalty tax of 15% in
addition to ordinary income taxes is imposed on the excess. However, the 15%
penalty tax is suspended during the calendar years 1997, 1998 and 1999. The
rules as to what payments are subject to this provision are complex. The
following paragraphs will briefly summarize some of the tax rules, but we will
make no attempt to mention or explain every single rule that may be relevant
to you. We are not responsible for determining if your plan or arrangement
satisfies the requirements of the Code.

You must generally begin receiving distributions under the IRA, SIMPLE IRA,
and SEP Income Annuities no later than the April 1 of the calendar year
following the year in which you reach age 70 1/2 and a tax penalty of 50%
applies to payments which should have been made but were not. Complex rules
apply to the timing and calculation of these income payments. Other complex
rules apply to how rapidly income payments must be made after your death. If
you die before income payments begin under a Income Annuity, the Code
generally requires that your entire interest be paid within five years of the
year in which you died. If you die before income payments begin, we will pay
your entire interest under the Contract in a lump sum to your beneficiary
after we receive proof of your death. If you die after income payments begin,
payments must continue to be made in accordance with the income type selected.
The Code requires that payments of your remaining interest in the Contract be
made at least as rapidly as under the method of distribution that was used at
the time of your death.

Non-Qualified Income Annuities. The following discussion assumes that you
are an individual (or are treated as a natural person under certain other cir-
cumstances specified in the Code).

Income payments are subject to an "exclusion ratio" which determines how
much of each income payment is a non-taxable return of your purchase payment
and how much is a taxable payment of earnings. Generally, once the total
amount treated as a return of your purchase payment equals the amount of such
purchase payment, all remaining income payments are fully taxable. If you die
before the purchase payment is returned, the unreturned amount may be
deductible on your final income tax return or deductible by your beneficiary
if income payments continue after your death. We will tell you what your
purchase payment was and how much of each income payment is a non-taxable
return of your purchase payment.

If you die before income payments begin, the Code generally provides that we
must make payment of your entire interest in the Income Annuity within five
years of the date of your death. If you die before income payments begin under
your Income Annuity, we will pay your entire interest under your Income
Annuity in a lump sum to your beneficiary after we receive proof of your
death. If you die after income payments begin, payments must continue to be
made at least as rapidly as under the method of distribution before your death
in accordance with the income type selected.

The tax law treats two or more non-qualified contracts issued after October
21, 1988 by the same company (or its affiliates) to the same owner during any
one calendar year as one annuity contract. It is unclear whether this rule
adversely affects the tax treatment of income payments received under a
contract which was issued during the same calendar year in which you purchased
another annuity contract from the same company (or its affiliates) under which
you are not yet receiving income payments.

A-PPA-29
<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
Page
<S> <C>
Cover Page................................................................ 1
Table of Contents......................................................... 1
Independent Auditors...................................................... 2
Services.................................................................. 2
Distribution of Certificates and Interests in the Contracts and Income An-
nuities.................................................................. 2
Early Withdrawal Charge................................................... 2
Variable Income Payments.................................................. 2
Performance Data.......................................................... 4
Financial Statements of the Separate Account..............................
Financial Statements of MetLife...........................................
</TABLE>

A-PPA-30
<PAGE>

APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and Income Annuities and the applicable annuity
tax rates:

<TABLE>
<CAPTION>
NON-QUALIFIED
TSA CONTRACTS IRA, SIMPLE IRA AND KEOGH AND 403(a) PEDC CONTRACTS CONTRACTS AND
AND INCOME SEP CONTRACTS AND CONTRACTS AND AND INCOME INCOME
ANNUITIES INCOME ANNUITIES(1) INCOME ANNUITIES ANNUITIES(2) ANNUITIES
------------- ------------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
California.............. 0.5% 0.5%(3) 0.5% 2.35% 2.35%
District of Columbia.... 2.25% 2.25% 2.25% 2.25% 2.25%
Kansas.................. -- -- -- -- 2.0%
Kentucky................ 2.0% 2.0% 2.0% 2.0% 2.0%
Maine................... -- -- -- -- 2.0%
Nevada.................. -- -- -- -- 3.5%
Puerto Rico............. 1.0% 1.0% 1.0% 1.0% 1.0%
South Dakota............ -- -- -- -- 1.25%
U.S. Virgin Islands..... 5.0% 5.0% 5.0% 5.0% 5.0%
West Virginia........... 1.0% 1.0% 1.0% 1.0% 1.0%
Wyoming................. -- -- -- -- 1.0%
</TABLE>
- -------

(1) Annuity tax rates applicable to IRA, SIMPLE IRA and SEP Contracts and
Income Annuities purchased for use in connection with individual
retirement trust or custodial accounts meeting the requirements of
(S)408(a) of the Code are included under the column headed "IRA, SIMPLE
IRA and SEP Contracts and Income Annuities."
(2) Annuity tax rates applicable to Contracts and Income Annuities purchased
under retirement plans of public employers meeting the requirements of
(S)401(a) of the Code are included under the column headed "Keogh
Contracts and Income Annuities."
(3) With respect to Contracts and Income Annuities purchased for use in
connection with individual retirement trust or custodial accounts meeting
the requirements of (S)408(a) of the Code, the annuity tax rate in
California is 2.35% instead of 0.5%.

A-PPA-31
<PAGE>

INDEX
<TABLE>
<CAPTION>
A-PPA
<S> <C>
ACCOUNT BALANCE..........................................................................................
ACCUMULATION UNIT VALUES.................................................................................
Calculation............................................................................................
ANNUAL CONTRACT FEE......................................................................................
ANNUITY TAXES ...........................................................................................
ANNUITY UNITS............................................................................................
ASSUMED INVESTMENT RATE..................................................................................
AUTOMATIC PAYROLL DEDUCTION..............................................................................
AVERAGE ANNUAL TOTAL RETURN..............................................................................
CANCELLATION.............................................................................................
CHANGE IN ACCUMULATION UNIT VALUE........................................................................
CHANGE IN ANNUITY UNIT VALUE.............................................................................
CHECK-O-MATIC............................................................................................
COMMISSION...............................................................................................
CONFIRMATION.............................................................................................
CONTRACTS................................................................................................
CONTRACT YEAR............................................................................................
DEATH BENEFIT............................................................................................
DESIGNATED OFFICE........................................................................................
DIVIDENDS................................................................................................
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)............................................................
EQUALIZER SM ............................................................................................
EQUITY GENERATOR SM .....................................................................................
ERISA....................................................................................................
</TABLE>
<TABLE>
<S> <C>
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES.......................................
Certain Purchase Payments....................................................
Death........................................................................
Federal Taxes................................................................
Free Corridor................................................................
Free Look....................................................................
Income Annuity...............................................................
Transfers....................................................................
Transfers from other MetLife Contracts.......................................
Nursing Home or Terminal Illness.............................................
EXPERIENCE FACTOR..............................................................
FIXED INCOME OPTION............................................................
FREE CORRIDOR..................................................................
FREE LOOK......................................................................
GENERAL ADMINISTRATIVE EXPENSES CHARGE.........................................
INCOME ANNUITIES...............................................................
Administration...............................................................
Annuity Unit Value...........................................................
Annuity Taxes................................................................
Assumed Investment Rate......................................................
Contract Fee.................................................................
Free Look....................................................................
General Administrative Expenses Charge.......................................
Income Types.................................................................
Investment Choices...........................................................
Mortality and Expense Risk Charge............................................
Income for Two Lives.........................................................
Income for Two Lives with a Guaranteed Period Annuity........................
Income for Two Lives with Refund Annuity.....................................
Your Lifetime Annuity........................................................
</TABLE>

A-PPA-32
<PAGE>

<TABLE>
<CAPTION>
A-PPA
<S> <C>
Your Lifetime with a Guaranteed Period Annuity...............................
Your Lifetime with Refund Annuity............................................
Income for a Guaranteed Period...............................................
Purchase Payment.............................................................
Transfers....................................................................
Taxes........................................................................
Valuation Period.............................................................
INCOME OPTIONS.................................................................
Fixed Income Option..........................................................
Variable Income Option.......................................................
INDIVIDUAL RETIREMENT ANNUITY CONTRACTS........................................
INVESTMENT CHOICES.............................................................
Aggressive Growth Portfolio..................................................
Diversified Portfolio........................................................
Growth Portfolio.............................................................
Income Portfolio.............................................................
International Stock Portfolio................................................
Stock Index Portfolio........................................................
MANAGEMENT FEES................................................................
MORTALITY AND EXPENSE RISK CHARGE..............................................
NON-QUALIFIED CONTRACT.........................................................
NURSING HOME OR TERMINAL ILLNESS...............................................
PERFORMANCE....................................................................
PURCHASE PAYMENTS (CONTRIBUTIONS)..............................................
REBALANCER SM (withdrawals and transfers)......................................
SALES LOAD.....................................................................
SALES REPRESENTATIVES..........................................................
SEPARATE ACCOUNT...............................................................
SIMPLIFIED EMPLOYEE PENSION CONTRACT...........................................
SUMMARY........................................................................
SYSTEMATIC WITHDRAWAL INCOME PROGRAM...........................................
TAXES..........................................................................
General--all markets.........................................................
IRA Contracts................................................................
Non-Qualified Contracts......................................................
SEP Contracts................................................................
SIMPLE IRAs..................................................................
TELEPHONE REQUESTS.............................................................
TOTAL OPERATING EXPENSES.......................................................
TRANSFERS......................................................................
VALUATION PERIOD...............................................................
VOTING RIGHTS..................................................................
WITHDRAWALS....................................................................
YIELD..........................................................................
</TABLE>

A-PPA-33
<PAGE>

REQUEST FOR A STATEMENT OF ADDITIONAL
INFORMATION/CHANGE OF ADDRESS

If you would like any of the following Statements of
Additional Information, or have changed your address,
please check the appropriate box below and return to
the address below.

[_] Metropolitan Life Separate Account E,
Metropolitan Series Fund, Inc.

[_] I have changed my address. My CURRENT address is:

Name:-------------------------------------------------
- -------------------------
(Contract Number)
Address:-------------------------------------------------

-------------------------------------------------

- ------------------------- -------------------------------------------------
(Signature) zip

METROPOLITAN LIFE INSURANCE COMPANY

ATTN: GRACE SHANAHAN
RETIREMENT AND SAVINGS CENTER, AREA 2H
ONE MADISON AVENUE
NEW YORK, NY 10010
<PAGE>

- --------------------------------------------------------------------------------
Bulk
Rate
U.S.
Postage
Paid
[LOGO]MetLife(R) Rutland,
VT
Metropolitan Life Insurance Company Permit
501 US Highway 22 220
Bridgewater, NJ 08807-2438

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

Preference Plus(R) Account Prospectus

Tax Sheltered Annuities
Qualified Annuity Plans under Section 403(a) of the Internal
Revenue Code
Public Employee Deferred Compensation
Keogh

May 1, 1997

[LOGO]MetLife(R)
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

PREFERENCE PLUS
GROUP AND INDIVIDUAL ANNUITY CONTRACTS

ISSUED BY
METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes individual and group tax sheltered annuities,
qualified annuity plans under (S)403(a) of the Internal Revenue Code, Public
Employee Deferred Compensation, and Keogh Preference Plus Contracts
("Contracts") and individual and group tax sheltered annuities, qualified
annuity plans under (S)403(a) of the Internal Revenue Code, Public Employee
Deferred Compensation, and Keogh Preference Plus Income Annuities ("Income
Annuities").

Group Contracts and Income Annuities may only be purchased through your
employer, or a group, association or trust of which you are a member or
participant.

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus. The Prospectus for the Calvert Balanced Portfolio is delivered
separately to those whom this investment choice is offered.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, AND ACCOMPANIED BY THE CURRENT PROSPECTUS FOR CALVERT
BALANCED PORTFOLIO WHERE APPLICABLE, WHICH CONTAIN ADDITIONAL INFORMATION AND
WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1997.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
INDEX OF SPECIAL TERMS................................................. B-PPA- 3
TABLE OF EXPENSES...................................................... B-PPA- 4
SUMMARY................................................................ B-PPA- 6
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION.................. B-PPA- 8
FINANCIAL STATEMENTS................................................... B-PPA- 9
OUR COMPANY AND THE SEPARATE ACCOUNT................................... B-PPA-10
THE DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS.................... B-PPA-11
YOUR INVESTMENT CHOICES.............................................. B-PPA-11
PURCHASE PAYMENTS.................................................... B-PPA-13
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............ B-PPA-13
WITHDRAWALS AND TRANSFERS............................................ B-PPA-14
DEDUCTIONS AND CHARGES............................................... B-PPA-16
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. B-PPA-17
DEATH BENEFIT........................................................ B-PPA-19
INCOME OPTIONS....................................................... B-PPA-19
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS.......................... B-PPA-20
ADMINISTRATION....................................................... B-PPA-20
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS.................... B-PPA-21
TRANSFERS............................................................ B-PPA-21
DEDUCTIONS AND CHARGES............................................... B-PPA-22
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS.................. B-PPA-24
TAXES.................................................................. B-PPA-28
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........... B-PPA-33
APPENDIX............................................................... B-PPA-34
INDEX.................................................................. B-PPA-35
</TABLE>

B-PPA-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- --------
<S> <C>
Account Balance........................................................ B-PPA- 6
Accumulation Units..................................................... B-PPA-13
Annuity Units.......................................................... B-PPA-21
Assumed Investment Rate................................................ B-PPA-21
Contract Year.......................................................... B-PPA-13
Contracts.............................................................. B-PPA- 1
Designated Office...................................................... B-PPA-13
Early Withdrawal Charge................................................ B-PPA-16
Experience Factor...................................................... B-PPA-14
Free Corridor.......................................................... B-PPA-17
Income Annuities....................................................... B-PPA- 1
Preference Plus Contracts.............................................. B-PPA- 1
Preference Plus Income Annuities....................................... B-PPA- 1
Separate Account....................................................... B-PPA- 6
Systematic Termination................................................. B-PPA-17
Systematic Withdrawal Income Program................................... B-PPA-15
Valuation Period....................................................... B-PPA-14
</TABLE>

B-PPA-3
<PAGE>

TABLE OF EXPENSES--PREFERENCE PLUS CONTRACTS AND INCOME ANNUITIES

The following table illustrates Separate Account, Metropolitan Fund and
Calvert Balanced Portfolio expenses for the fiscal year ending December 31,
1996:

<TABLE>
<CAPTION>
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES(E)
(as a percentage of average net assets)

MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>

</TABLE>

B-PPA-4
<PAGE>

- -------
(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges," page
B-PPA-16) does not apply to 10% or 20% of the Account Balance. Under
certain other circumstances, the deferred sales load does not apply at
all.
(b) A one time contract fee of $350 may be imposed under certain Income
Annuities. (See "Income Annuities--Deductions and Charges," page B-PPA-
22).
(c) Although total Separate Account annual expenses will not exceed 1.25% of
average account values for Preference Plus Contracts, the allocation of
these expenses between general administrative expenses and the mortality
and expense risk charges is only an estimate. (See "Deductions and
Charges," page B-PPA-16.)
(d) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.

(e) The management fees of the Calvert Balanced Portfolio are subject to a
performance adjustment which could cause this fee to be as high as 0.85%
or as low as 0.55%, depending on the Portfolio's performance.
(f) The annuity purchased must be a life annuity or one with a noncommutable
duration of at least five years to avoid the early withdrawal charge (see
"Exemptions from Early Withdrawal Charges," page B-PPA-17).

The purpose of the above table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly. The table
reflects expenses of the Separate Account, the Metropolitan Fund and the
Calvert Balanced Portfolio. It assumes that there are no other transactions.
The Example is intended for illustrative purposes only; it should not be
considered a representation of past or future expenses. Actual expenses may be
higher or lower than those shown. Annuity taxes are not reflected in the
table. See "Deductions and Charges," page B-PPA-16, for a more detailed
description of the charges and expenses imposed upon the assets in the
Separate Account.

B-PPA-5
<PAGE>

...............................................................
SUMMARY
................................................................................

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

This Prospectus describes variable accumulation and income annuity contracts
issued by Metropolitan Life Insurance Company ("MetLife", "we", "us" or "our").
The term "Contracts" and "Income Annuities" also includes certificates issued
under certain group arrangements. Income Annuities are described separately
beginning on page B-PPA-20. "You" as used in this Prospectus means the
participant or annuitant for whom money is invested in a Contract or Income
Annuity. Under the Contracts and Income Annuities issued for Public Employee
Deferred Compensation Plans, the employer or trustee retains all rights to
control the money under the Contract or Income Annuity. For these Contracts or
Income Annuities, where we refer to giving instructions or making payments to
us, "you" means such employer. Under the Contracts issued for Keogh Plans, the
trustee retains all rights to control the money under the Contract. For these
Contracts, where we refer to giving instructions or making payments to us,
"you" means such trustee. For those Public Employee Deferred Compensation or
Keogh Plans where the Contract or Income Annuity allows the participant or
annuitant to choose among investment options, where we refer to giving
instructions as to investment options for those contracts, "you" means such
participant or annuitant.

YOUR INVESTMENT CHOICES (PAGES B-PPA-11-13)

Each of the Contracts offers an account under which we guarantee specified
interest rates for specified periods (the "Fixed Interest Account"). This
Prospectus does not describe that account and will mention the Fixed Interest
Account only where necessary to explain how the "Separate Account" works. Each
Contract also offers a choice of investment options under which values can go
up or down based upon investment performance. See "Determining the Value of
Your Separate Account Investment," page B-PPA-13, for a description of
accumulation units and how these values are determined based upon investment
performance.

This Prospectus describes only the investment options available through a
"Separate Account" as distinct from the Fixed Interest Account.

A SUMMARY OF THE INVESTMENT OBJECTIVES OF THE INVESTMENT CHOICES APPEARS ON
PAGES B-PPA-11-13. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN THE
BACK OF THIS PROSPECTUS AND THE CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO
PROSPECTUS, WHICH IS DELIVERED SEPARATELY.

TAXES (PAGES B-PPA-28-32)

PURCHASE PAYMENTS; TRANSFERS (PAGES B-PPA-13; B-PPA-14-15)

The Contracts allow you to make new purchase payments, to transfer money
among investment options and between the Separate Account and the Fixed
Interest Account, and to withdraw money credited to you ("Account Balance").
(See "Withdrawals and Transfers," pages B-PPA 14-15.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances and
your Contract. (See "Withdrawals and Transfers," pages B-PPA-14-15, and
"Deductions and Charges," pages B-PPA-16-17.)

DEDUCTIONS AND CHARGES (PAGES B-PPA-16-17)

Your Contract is subject to various charges.

Annual Contract Fees: There is no annual Contract fee. (There is a $20 annual
Contract fee imposed on certain Fixed Interest Account balances.)

General Administrative Expenses and Mortality and Expense Risk Charge: 1.25%
on an annual basis.

Early Withdrawal Charge: A declining charge of up to 7% on amounts for the
first seven years after each purchase payment is received.

Metropolitan Series Fund, Inc.: Management fees and other expenses.

Calvert Responsibly Invested Balanced Portfolio: Management fees and other
expenses.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES (PAGES B-PPA-17-19)

A withdrawal or transfer may not result in an early withdrawal charge.
Provisions are more fully described within this Prospectus. A summary appears
below.

(a) Withdrawals or Transfers without a Charge for All Markets:

Item 1--Transfers among investment divisions or to or from the Fixed
Interest Account

Item 2--Withdrawals that represent purchase payments made over seven years
ago

Item 3--Free Corridor

Item 4--Free Look

B-PPA-6
<PAGE>

...............................................................

Item 5--Certain Income Annuities

Item 6--Death Benefit (except unallocated Keogh)

Item 7--Mandated Withdrawals under Federal law

(b) Withdrawals or Transfers Without a Charge for the Tax Sheltered Annuity
Market--(in addition to (a) above):

Item 8--Systematic Termination

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

(c) Withdrawals of Transfers Without a Charge for Qualified Annuity Plans
Market under (S)403(a) of the Internal Revenue Code--(in addition to (a)
above):

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

(d) Withdrawals or Transfers Without a Charge for the Keogh Market--(in
addition to (a) above):

Item 8--Systematic Termination

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

Item 14--Pre-Approved Investment Vehicles

(e) Withdrawals or Transfers Without a Charge for the Public Employee Deferred
Compensation Market--(in addition to (a) above):

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

Item 13--Hardship

DEATH BENEFIT (PAGE B-PPA-19)

Each Contract (other than the unallocated Keogh Contract) offers a death
benefit that guarantees certain payments in case of your death even if the
Account Balance has fallen below that amount.

INCOME ANNUITIES (PAGE B-PPA-20)

B-PPA-7
<PAGE>

ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

The following information has been derived from the Separate Account's full
financial statements, which statements are annually audited by Deloitte &
Touche LLP, independent auditors, as stated in their report appearing with the
full financial statements and related notes in the Statement of Additional
Information or as previously stated in earlier reports.
<TABLE>
<CAPTION>
ACCUMULATION ACCUMULATION NUMBER OF ACCUMULATION
UNIT VALUE UNIT VALUE END UNITS END OF YEAR
PREFERENCE PLUS CONTRACTS YEAR BEGINNING OF YEAR OF YEAR (IN THOUSANDS)
------------------------- ---- ----------------- -------------- ----------------------
<S> <C> <C> <C> <C>
Income Divi-
sion 1996 $16.12 $
1995 13.65 16.12 15,252
1994 14.27 13.65 13,923
1993 12.98 14.27 14,631
1992 12.29 12.98 5,918
1991 10.60 12.29 1,210
1990 10.00(a) 10.60 32
Diversified
Division 1996 17.00
1995 13.55 17.00 42,712
1994 14.15 13.55 40,962
1993 12.70 14.15 31,808
1992 11.75 12.70 7,375
1991 9.52 11.75 1,080
1990 10.00(a) 9.52 44
Stock Index
Division 1996 18.52
1995 13.70 18.52 29,883
1994 13.71 13.70 23,458
1993 12.67 13.71 18,202
1992 11.94 12.67 8,150
1991 9.32 11.94 1,666
1990 10.00(a) 9.32 55
Growth Divi-
sion 1996 17.71
1995 13.47 17.71 38,047
1994 14.10 13.47 32,563
1993 12.48 14.10 24,608
1992 11.32 12.48 9,432
1991 8.61 11.32 2,824
1990 10.00(a) 8.61 178
Aggressive
Growth 1996 22.35
Division 1995 17.47 22.35 33,899
1994 18.03 17.47 26,890
1993 14.89 18.03 17,094
1992 13.66 14.89 5,747
1991 8.31 13.66 1,060
1990 10.00(a) 8.31 49
International
Stock 1996 14.19
Division 1995 14.25 14.19 17,553
1994 13.74 14.25 16,674
1993 9.41 13.74 6,921
1992 10.61 9.41 966
1991 10.00(b) 10.61 92
Calvert Re-
sponsibly 1996 16.80
Invested Bal-
anced 1995 13.11 16.80 787
Division 1994 13.71 13.11 630
1993 12.86 13.71 473
1992 12.10 12.86 239
1991 10.58 12.10 63
1990 10.00(c) 10.58 0
</TABLE>

B-PPA-8
<PAGE>

(a) Inception Date July 2, 1990
(b) Inception Date July 1, 1991
(c) Inception Date September 17, 1990

FINANCIAL STATEMENTS

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from
MetLife.

B-PPA-9
<PAGE>

...............................................................
OUR COMPANY AND THE SEPARATE ACCOUNT
................................................................................

WHO IS METLIFE?

WHAT IS THE SEPARATE ACCOUNT?

B-PPA-10
<PAGE>

SECTION I: THE DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS
....................................
...........................

WHAT ARE THE CONTRACTS?

We offer many types of Preference Plus Contracts to meet your individual
needs. These include contracts meeting the tax requirements under the
following provisions of the Internal Revenue Code ("Code"): (1) Individual
Retirement Annuities (IRAs) under (S)408(b); (2) Simplified Employee Pensions
(SEPs) under (S)408(k); (3) Tax Sheltered Annuities (TSAs) under (S)403(b);
(4) Public Employee Deferred Compensation (PEDC) under (S)457; (5) Keogh plans
under (S)401; (6) Qualified Annuity Plans (403(a)) under (S)403(a); and (7)
Tax Deferred Annuities (Non-Qualified) under (S)72. Our Contracts may be
individual or group (offered to an employer, association, trust or other group
for its employees, members or participants). Group Contracts may be issued to
a bank that does nothing but hold them as contractholder. Contracts are either
allocated (we keep records of your Account Balance) or unallocated (we keep
Account Balance records only for the plan as a whole). Some contracts have a
reduced mortality and expense risk charge as a result of reduced
administration expenses.

This Prospectus describes four types of Contracts: TSAs, PEDC, 403(a), and
Keogh.

The Prospectus will occasionally refer to the Fixed Interest Account.
However, this Prospectus does not describe that account.

MAY THE CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

YOUR INVESTMENT CHOICES
...............................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new investments are the Income, Diversified, Stock Index,
Growth, Aggressive Growth, and International Stock Divisions. The Calvert
Responsibly Invested Balanced Division is available in some cases. If you are
covered under a group Contract, your employer, association or group may have
limited the number of available divisions. Your Contract will indicate the
divisions available to you when we issued it. We may add or eliminate
divisions for some or all persons.

The divisions do not invest directly in stocks, bonds or other investments.
Instead they buy and sell shares of mutual fund portfolios that in turn do the
investing. The portfolios are part of the Metropolitan Fund and the Acacia
Capital Corporation as shown on page 1. All dividends declared by any of the
portfolios are earned by the Separate Account and reinvested. Therefore, no
dividends are distributed under the Contracts. No sales or redemption charges
apply to our purchase or sale through the Separate Account of these mutual
fund shares. These mutual funds are available only through the purchase of an-
nuities and life insurance policies and are never sold directly to the public.
These mutual funds are "series" types of funds registered with the Securities
and Exchange Commission as "open-end management investment companies" under
the 1940 Act. Each fund, other than the Calvert Responsibly Invested Balanced
Portfolio, is "diversified" under the 1940 Act. Each division invests in
shares of a comparably named portfolio.

A summary of the investment objectives of the currently available portfolios
is as follows:

Income Portfolio: To achieve the highest possible total return, by combining
current income with capital gains,

B-PPA-11
<PAGE>

Diversified Portfolio: To achieve a high total return while attempting to
limit investment risk and preserve capital by investing in equity securities,
fixed-income debt securities, or short-term money market instruments, or any
combination thereof, at the discretion of State Street Research & Management
Company (a subsidiary of ours).

International Stock Portfolio: To achieve long-term growth of capital by
investing primarily in common stocks and equity-related securities of non-
United States companies.

Calvert Responsibly Invested Balanced Portfolio: To achieve a total return
above the rate of inflation through an actively managed, non-diversified
portfolio of common and preferred stocks, bonds and money market instruments
which offer income and capital growth opportunity and which satisfy the social
concern criteria established for the Calvert Balanced Portfolio.

Each of the currently available Metropolitan Fund portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee
equivalent to an annual rate of .25% of the average daily value of the
aggregate net assets of the portfolio, except that the Aggressive Growth and
International Stock Portfolios pay a fee of .75% of the average daily value of
its aggregate net assets. For providing us with sub-investment management
services, according to a contract between us and State Street Research &
Management Company ("State Street Research"), one of our subsidiaries, we pay
fees to State Street Research for the Income, Diversified, Growth and
Aggressive Growth Portfolios. For providing us with sub-investment management
services, according to a contract between us and GFM International Investors
Limited ("GFM"), our subsidiary, we pay fees to GFM for the International
Stock Portfolio. Sub-investment management fees are solely our responsibility,
not that of the Metropolitan Fund.

Similarly, the Calvert Balanced Portfolio pays Calvert, the Calvert Balanced
Portfolio's investment adviser, a base monthly investment advisory fee
equivalent to an annual rate of .70% of the first $500 million of the average
daily net assets of the Calvert Balanced Portfolio, .65% of the next $500
million and .60% of the remainder. In addition, Calvert Balanced Portfolio
pays Calvert a performance fee adjustment based on the extent to which
performance of the Calvert Balanced Portfolio exceeds or trails the Lipper
Balanced Funds Index as follows:

<TABLE>
<CAPTION>
PERFORMANCE VERSUS PERFORMANCE
THE LIPPER BALANCED FUNDS FEE
INDEX ADJUSTMENT
- ------------------------- -----------
<S> <C>
At least 6%, but less than 12%...................................... .05%
At least 12%, but less than 18%..................................... .10%
More than 18%....................................................... .15%
</TABLE>

Payment by the Calvert Balanced Portfolio of the performance adjustment will
be conditioned on: (1) the performance of the Portfolio as a whole having
exceeded the Lipper Balanced Funds Index; and (2) payment of the performance
adjustment not causing the Balanced Portfolio's performance to fall below the
Lipper Balanced Funds Index.

Calvert pays sub-investment advisory fees to NCM Capital Management Group,
Inc. consisting of a base fee and a performance fee adjustment based on the
extent to which performance of the Balanced Portfolio exceeds or trails the
Lipper Balanced Funds Index. These fees are solely the responsibility of
Calvert, not the Calvert Balanced Portfolio.

The Metropolitan Fund and the Calvert Balanced Portfolio are more fully
described in their respective prospectuses and the Statements of Additional
Information that the prospectuses refer to. The Metropolitan Fund's prospectus
is attached at the end of this prospectus. The Calvert Balanced Portfolio
prospectus is given out separately to those investors to whom this investment
choice is offered. The Statements of Additional Information are available upon
request.

B-PPA-12
<PAGE>

...............................................................
Fund and the risks related to that arrangement. See "Purchase and Redemptions
of Shares," in the prospectus for the Calvert Balanced Portfolio for a
discussion of the different separate accounts of the various insurance
companies that invest in these funds and the risks related to those
arrangements.

PURCHASE PAYMENTS
...............................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Yes. All purchase payments and all requests you may have concerning the
Contracts, like a change in beneficiary, should be sent to one of our
"Designated Office(s)." We will provide you with information indicating which
Designated Office to contact regarding various matters and the addresses for
these offices. All checks should be payable to "MetLife." You can also make
certain requests by telephone. In order to have a purchase payment credited to
you, we must receive it and completed documentation. We will provide the
appropriate forms. Under certain group Contracts, your employer, the trustee
of the Keogh plan (if an allocated Contract) or the group in which you are a
participant or member must also identify you to us on their reports to us and
tell us how your purchase payments should be allocated among the investment
divisions and the Fixed Interest Account.

Your first purchase payment is normally credited to you within two days of
receipt at our Designated Office. However, if you fill out our forms
incorrectly or incompletely or other documentation is not completed properly,
we have up to five business days to credit the payment. If the problem cannot
be resolved by the fifth business day, we will notify you and give you the
reasons for the delay. At that time, you will be asked whether you agree to
let us keep the purchase payment until the problem is remedied. If you do not
agree or we cannot reach you by the fifth business day, your purchase payment
will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., Eastern time, on
the day we receive them at our Designated Office, except when they are
received (1) on a day when the accumulation unit value (discussed later in
this Prospectus) is not calculated or (2) after 4:00 p.m., Eastern time. In
those cases, the purchase payments will be effective the next day the
accumulation unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There is no minimum purchase payment except for the unallocated Keogh
Contract. For the unallocated Keogh Contract, each purchase payment must be at
least $2,000, and total purchase payments must be at least $15,000 for the
first Contract Year. (For certain Contracts, depending on underwriting and
plan requirements, the first Contract Year is the initial three to fifteen
month period the Contract is in force; thereafter, it is each subsequent
twelve month period.) For other Contracts the Contract Year is twelve months.
During subsequent Contract Years, total purchase payments made under the
unallocated Keogh Contract must be at least $5,000.

We may reject purchase payments over $500,000. Your purchase payments may
also be limited by the Federal tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin except as limited by the Federal tax laws. You may not make
purchase payments after you have made a withdrawal based on termination of
employment under the Keogh, TSA and PEDC Contracts. No additional purchase
payments may be made after commencement of a systematic termination (from both
the Fixed Interest and Separate Accounts), described below, until we receive
written notice that you request cancellation of the systematic termination.
You may continue to make purchase payments while you receive Systematic
Withdrawal Income Program payments, as described later in this Prospectus,
except if purchase payments are made through salary reduction or salary
deduction.

Except for the PEDC Contract, in order to comply with regulatory
requirements in Oregon, we may limit the ability of an Oregon resident to make
purchase payments (1) after the Contract has been held for more than three
years, if the Contract was issued after age 60 or (2) after age 63, if the
Contract was issued before age 61.

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
...............................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"accumulation units." When you make purchase payments or transfers into an
investment

B-PPA-13
<PAGE>

...............................................................
division, you are credited with accumulation units. When you request a
withdrawal or a transfer of money from an investment division, accumulation
units are liquidated. In either case, the number of accumulation units you
gain or lose is determined by taking the amount of the purchase payment,
transfer or withdrawal and dividing it by the value of an accumulation unit on
the date the transaction occurs. For example, if an accumulation unit is
$10.00 and a $500 purchase payment is made, the number of accumulation units
credited is 50 ($500 divided by $10 = 50). We calculate accumulation units
separately for each investment division of the Separate Account.

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

We calculate the value of accumulation units once a day on every day the New
York Stock Exchange is open for trading. We call the time between the
calculation of an accumulation unit and the next accumulation unit calculation
the "Valuation Period." We have the right to change the basis for the
Valuation Period, on 30 days' notice, as long as it is consistent with the
law. All purchase payments, transfers and withdrawals are valued as of the end
of the Valuation Period during which the transaction occurred. The value of
accumulation units can go up or down and is derived from the investment
performance of each of the underlying portfolios. If the investment
performance, after payment of Separate Account expenses is positive,
accumulation unit values will go up. Conversely, if the investment
performance, after payment of Separate Account expenses is negative, they will
go down.

We use the term "experience factor" to describe the investment performance
for an investment division. The experience factor changes from Valuation
Period to Valuation Period to reflect the upward or downward performance of
the assets in the underlying portfolios. The experience factor is calculated
as of the end of each Valuation Period using the net asset value per share of
the underlying portfolio. The net asset value includes the per share amount of
any dividend or capital gain distribution paid by the portfolio during the
current Valuation Period, and subtracts any per share charges for taxes and
reserve for taxes. We then divide that amount by the net asset value per share
as of the end of the last Valuation Period to obtain a percentage that
reflects investment performance. We then subtract a charge not to exceed
.000034035 (the daily equivalent of an effective annual rate of 1.25%) for the
other Contracts for each day in the Valuation Period. This charge is to cover
the general administrative expenses and the mortality and expense risk we
assume under the Contracts.

To calculate an accumulation unit value we multiply the experience factor
for the period since the last calculation by the last previously calculated
accumulation unit value. We then add this to the prior accumulation unit
value. For example, if the last previously calculated accumulation unit value
is $12.00 and the experience factor for the period was .05, the new
accumulation unit value is $12.60 ($12.00 X .05 = $.60; $.60 + $12.00 =
$12.60). On the other hand, if the experience factor was -.05, the new
accumulation unit value would be $11.40 ($12.00 x (.05) = $(.60); $12.00 -
$.60 = $11.40).

WITHDRAWALS AND TRANSFERS
...............................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Contract or transfer it from one investment division to another or to the
Fixed Interest Account.

Withdrawals must be at least $500 (or the Account Balance, if less). You may
make an unlimited number of transfers. Your request must tell us the
percentage or dollar amount to be withdrawn or transferred. If we agree, you
may also submit an authorization directing us to make transfers on a
continuing periodic basis from one investment division to another or to and
from the Fixed Interest Account. We may require that you maintain a minimum
Account Balance in investment divisions from which amounts are transferred
based upon an authorization.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

Generally, we will make withdrawals or transfers as of the end of the
Valuation Period during which we receive your request at our Designated
Office. We will make it as of a later date if you request. If you die before
the requested date, we will cancel the request and pay the death benefit
instead. If the withdrawal is made to provide income payments, it will be made
as of the end of the Valuation Period ending most recently before the date the
income annuity is purchased.

CAN YOU MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, you can make payments directly to other investments on a tax-
free basis if you so request, but only if all applicable requirements of the
Code are met, and we receive all information necessary for us to make the
payment.

WHAT RESTRICTIONS APPLY TO TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANTS?

If you are a participant in the Texas Optional Retirement Program, Texas law
permits us to make

B-PPA-14
<PAGE>

...............................................................
withdrawals on your behalf only if you die, retire or terminate employment in
all Texas institutions of higher education, as defined under Texas law. Any
withdrawal requires a written statement from the appropriate Texas institution
of higher education verifying your vesting status and (if applicable)
termination of employment, as well as a written statement from you that you
are not transferring employment to another Texas institution of higher
education. If you retire or terminate employment in all Texas institutions of
higher education or die before being vested, amounts provided by the state's
matching contribution will be refunded to the appropriate Texas institution.
We may change these restrictions or add others without your consent to the
extent necessary to maintain compliance with applicable law.

WHAT RESTRICTIONS APPLY TO TSA CONTRACTS?

As required by the Code, withdrawals from the Contracts before age 59 1/2
are generally prohibited. See "Taxes--TSA Contracts" at page B-PPA-29-30.

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. Except for Keogh Contracts, if we agree and you complete the form we
supply, you may also authorize your sales representative to make transfer
requests on your behalf by telephone. Whether you or your sales representative
make transfer requests by telephone, you are authorizing us to act upon the
telephone instructions of any person purporting to be you or, if applicable,
your sales representative, assuming our procedures have been followed, to make
transfers from both your Fixed Interest and Separate Account Balances. We have
instituted reasonable procedures to confirm that any instructions communicated
by telephone are genuine. All telephone calls requesting a transfer will be
recorded. You (or the sales representative) will be asked to produce your
personalized data prior to our initiating any requests by telephone.
Additionally, as with other transactions, you will receive a written
confirmation of your transfer. Neither we nor the Separate Account will be
liable for any loss, expense or cost arising out of any requests that we or
the Separate Account reasonably believe to be genuine. In the unlikely event
that you have trouble reaching us, requests should be made to the Designated
Office.

CAN YOU MAKE SYSTEMATIC WITHDRAWALS?

Yes. If we agree and, if approved in your state, for TSA Contracts, you may
request us to make "automatic" withdrawals for you on a periodic basis through
our Systematic Withdrawal Income Program ("SWIP"). SWIP payments are not
payments made under an income option or under an Income Annuity, as described
later in this Prospectus. You must have separated from service to elect SWIP
if you are under age 59 1/2 under a TSA Contract. Also, you may not receive
SWIP payments if you have an outstanding loan. You may choose to receive SWIP
payments for either a specific dollar amount or a percentage of your Account
Balance. You must meet certain total Account Balance minimums to initiate SWIP
payments. Each SWIP payment must be at least $50. Your payment date is the
date you specify, if we receive your request at least 10 days prior to the
initial payment date. Otherwise, payments will commence 30 days from the date
you specify. If you do not specify a payment date, payments will commence 30
days from the date we receive your request. Your SWIP anniversary date is any
day you specify following the month in which you originally bought your
Contract. Requests to commence SWIP payments may not be made by telephone.
Changes to the specified dollar amount or percentage or to alter the timing of
payments may be made once a year on the SWIP anniversary date. Requests for
such changes must be made at least 30 days prior to the SWIP anniversary date.
You may cancel your SWIP request at any time by telephone or by writing us at
the Designated Office.

FROM WHICH INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

Each SWIP payment will be taken on a pro rata basis from the Fixed Interest
Account and investment divisions of the Separate Account in which you then
have an Account Balance. If your Account Balance is insufficient to make a
requested SWIP payment, the remaining Account Balance will be paid to you.

WILL YOU PAY AN EARLY WITHDRAWAL CHARGE (SALES LOAD) WHEN YOU RECEIVE A SWIP
PAYMENT?

For purposes of the early withdrawal charge, SWIP is characterized as a
single withdrawal made in a series of payments over a twelve month period. If
SWIP payments are within the applicable Free Corridor percentage, no SWIP
payment will be subject to an early withdrawal charge. SWIP payments in excess
of the Free Corridor will be subject to an early withdrawal charge unless the
payments are from other amounts to which an early withdrawal charge no longer
applies. See "Deductions and Charges."

SWIP payments are treated as withdrawals for Federal income tax purposes.
All or a portion of the amounts withdrawn under SWIP will be subject to
Federal income tax. If you are under age 59 1/2, tax penalties may apply. See
"Taxes," pages B-PPA 28-32.

B-PPA-15
<PAGE>

...............................................................

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

DEDUCTIONS AND CHARGES
...............................................................................

ARE THERE ANNUAL CONTRACT CHARGES?

There are no Separate Account annual Contract charges. (There is a $20
annual Contract fee imposed on certain Fixed Interest Account balances.)

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Contract
purchasers and participants may live for a longer period of time than we
estimated. Then we would be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay
for allocated Contracts will be larger than the Account Balance. The expense
risk portion of the mortality and expense risk charge is that our expenses in
administering the Contracts will be greater than we estimated.

These charges do not reduce the number of accumulation units credited to
you. These charges are calculated and paid every time we calculate the value
of accumulation units. (See "How is an accumulation unit value calculated?" on
B-PPA-14.)

During 1996, these charges were $ for all contracts in Separate Account
E.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page B-PPA-34.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

B-PPA-16
<PAGE>

...............................................................

For TSA Contracts issued before January 15, 1996, to school districts that
employ members of the Michigan Education Association, you must specify the
source of amounts (other than earnings) from which a withdrawal may be taken,
such as salary reduction elective deferrals, direct rollovers, direct
transfers or employer contributions.

Except as described in the following paragraph, for the Contracts,
withdrawal charges are imposed on amounts (other than earnings) for the first
seven years after the purchase payment is received as shown in the table
below.

For TSA Contracts issued before January 15, 1996, to school districts that
employ members of the Michigan Education Association, withdrawal charges are
imposed on amounts (other than earnings) for the first seven Contract Years
after the purchase payment is received as shown in the table below:

DURING PURCHASE PAYMENT/CONTRACT YEAR

<TABLE>
<CAPTION>
[8 &
1 2 3 4 5 6 7 BEYOND]
<S> <C> <C> <C> <C> <C> <C> <C>
7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>

As required by the Federal securities laws, your total early withdrawal
charges will never exceed 9% of all your purchase payments applied to the
investment divisions to the date of the withdrawal. When no allocations or
transfers are made to the Separate Account except in connection with the
Equity Generator SM investment strategy, withdrawal charges will be calculated
as described above, but the charge imposed will not exceed earnings.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
...............................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. Tax penalties may still apply and the amounts
withdrawn may also be subject to Federal income tax, see "Taxes," pages B-PPA-
28-32. We may require proof satisfactory to us that any necessary conditions
have been met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to and from the Fixed Interest Account.

2. Withdrawals that represent purchase payments made over seven years ago.

3. A Free Corridor withdrawal described below. Depending on your Contract,
the Free Corridor percentage may either be taken in an unlimited number of
partial withdrawals (for each withdrawal we calculate the percentage it
represents of your Account Balance and whenever the total of such percentages
exceeds the specified percentage the early withdrawal charge applies) or as
part of the first withdrawal from your Account Balance during the Contract
Year. In either case the Free Corridor is the greater of the percentage
described below or amounts which are not subject to an early withdrawal
charge. For the Keogh, the Free Corridor is in addition to any amounts which
are not subject to an early withdrawal charge as described in items 4-15
below, except for amounts which are exempted pursuant to Systematic
Terminations, described in item 8 below.

(a) For the unallocated Keogh and certain TSA Contracts, you can withdraw
up to 20% of your Account Balance during each Contract Year.

(b) For all other Contracts, you can withdraw up to 10% of your Account
Balance during each Contract Year.

4. Free Look: You may cancel your Contract within 10 days (20 days in North
Dakota and Idaho for individual Contracts) after you receive it by telling us
in writing. We will then refund all of your purchase payments. For TSA
Contracts issued in New York, we will pay you your Account Balance. The Free
Look is 30 days if an individual Contract was issued to you in California and
you are 60 years old or older. If you cancel the Contract, we will then refund
your Account Balance. If you purchased your Contract by mail, you may have
more time to return your Contract.

5. You purchase an income annuity from us for life or a noncommutable period
of five years or more.

6. You die before any income payments have been made and we pay your
beneficiary a death benefit.

7. The withdrawal is required to avoid Federal income tax penalties or to
satisfy Federal income tax rules or Department of Labor regulations that apply
to the Contracts.

8. Systematic Termination: For (a) the unallocated Keogh Contract and (b)
under the TSA Contract issued to certain Texas institutions of higher
education (1) to take effect with respect to the participants of such
institution if such institution withdraws its endorsement of the Contract or,
(2) with respect to any participant under such Contract, if that participant
retires or terminates employment according to the requirements of the Texas
Optional Retirement Program, and (c) for certain other TSA Contracts, a total
withdrawal ("Systematic Termination") that is paid in annual installments of
(1) 20% of your Account Balance upon receipt of your

B-PPA-17
<PAGE>

...............................................................
request (we will reduce this first installment by the amount of any previous
partial withdrawals during the current Contract Year); (2) 25% of your then
current Account Balance one year later; (3) 33 1/3% of your then current
Account Balance two years later; (4) 50% of your then current Account Balance
three years later; and (5) the remainder four years later. You may cancel
remaining payments under a Systematic Termination at any time. However, if you
again decide to take a full withdrawal, the entire Systematic Termination
process starts over. If, after beginning a Systematic Termination, you decide
to take your full withdrawal in amounts exceeding the percentages allowed, the
excess amount withdrawn in any year is subject to the applicable withdrawal
charges.

9. Disability: For TSA, 403(a), Keogh and PEDC Contracts, if you are totally
disabled (as defined under the Federal Social Security Act) and you request a
total withdrawal. For the Keogh Contracts and TSA Contracts that fund plans
subject to the Employee Retirement Income Security Act of 1974, the definition
of disability is also as defined under the Federal Social Security Act, unless
defined in the plan.

10. Retirement:

(a) For the Keogh Contracts, TSA and 403(a) Contracts, if there is a plan
which defines retirement and you retire under such definition. For certain TSA
Contracts, if there is no plan, you must have at least ten years of
uninterrupted Contract participation. For other TSA Contracts, you must have
at least ten years of uninterrupted Contract participation. This exemption
does not apply to withdrawals of amounts transferred into these TSA Contracts
from other investment vehicles on a tax-free basis (plus earnings on such
amounts). For the unallocated Keogh Contract, if you are a "restricted"
participant, as shown on the Contract, you must have been a participant in the
Contract for the period stated in the Contract. For the allocated Keogh
Contract, you must also have at least seven years of uninterrupted Contract
participation.

(b) For the PEDC Contract, if you retire.

(c) For certain TSA Contracts, if you retired before the TSA Contract is
purchased (including amounts transferred into the TSA Contract from other
investment vehicles on a tax free basis plus earnings on such amounts).

11. Separation from Service: For Keogh and PEDC Contracts, if your
employment terminates. For the unallocated Keogh Contract, if you are a
"restricted" participant, as shown on the Contract, you must also have been a
participant in the Contract for the period stated in the Contract. For the
allocated Keogh Contract, you must also have at least seven years of
uninterrupted Contract participation. For the TSA and 403(a) Contracts, you
must have at least ten years of uninterrupted Contract participation. This
exemption to the early withdrawal charge for TSA and 403(a) Contracts does not
apply to withdrawals of amounts transferred into the Contract from other
investment vehicles on a tax-free basis (plus earnings on such amounts). For
other TSA Contracts, if your employment terminates.

For certain TSA Contracts, if you separated from service before the TSA
Contract is purchased (including amounts transferred into the TSA Contract
from other investment vehicles on a tax free basis plus earnings on such
amounts).

12. Plan Termination: For the Keogh and certain TSA Contracts, if your plan
terminates and the Account Balance is rolled over into another annuity
contract we issue.

13. Hardship: For the PEDC and unallocated Keogh and certain TSA Contracts,
if you suffer an unforeseen hardship.

14. Pre-Approved Investment Vehicles: For Keogh Contracts, if you make a
direct transfer to other investment vehicles we have pre-approved. For the
unallocated Keogh Contract, if you are a "restricted" participant, as shown on
the Contract, and your Account Balance is rolled over to a MetLife individual
retirement annuity within 120 days after you are eligible to receive a plan
distribution.

15. Transfer from other MetLife Contracts (A) For transfers prior to January
1, 1996: If you rolled over amounts from other MetLife contracts we designate,
of the following two formulas, we will apply the one that is more favorable to
you:

(2) subject the rollover amounts to a withdrawal charge determined as
described above in "What is the early withdrawal charge (sales load)?" as
follows:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[6 &
1 2 3 4 5 BEYOND]
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0
</TABLE>

(B) For transfers commencing on or after January 1, 1996:

B-PPA-18
<PAGE>

...............................................................
favorable to you: (a) the same withdrawal charge schedule that would have
applied to the rollover amounts had they remained in your other MetLife
contracts, however, any exceptions or reductions to the basic withdrawal charge
percentage that this Contract does not provide for (such as a 0% charge at the
end of an interest rate guarantee period or a 3% charge at the third
anniversary) will not apply; or (b) subject the rollover amounts to a
withdrawal charge determined as described above in "What is the early
withdrawal charge (sales load)?" as follows:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
6 &
1 2 3 4 5 BEYOND
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0%
</TABLE>

For this purpose, purchase payment year is measured from the date of the
rollover, not the original purchase payment date under the other MetLife
contracts.

(2) If the other MetLife contracts have been in force less than two years or
provide for a separate withdrawal charge for each purchase payment, we will
treat the other contracts and this Contract as if they were one for purposes of
determining when a purchase payment was made by crediting under this Contract
your purchase payments with the time you held them under our other contract
prior to the date they were rolled over.

DEATH BENEFIT
................................................................................

WHAT IS THE DEATH BENEFIT?

The death benefit is the greatest of (i) your Account Balance, (ii) your
highest Account Balance as of December 31 of any fifth Contract anniversary
less any later partial withdrawals and any later annual Contract charges
withdrawn from the Fixed Interest Account and (iii) the total of all of your
purchase payments less any partial withdrawals, in any case less any
outstanding loan balance under your Fixed Interest Account. The amount
determined to be the death benefit under the formula above for the allocated
Keogh Contract will be deemed to be the participant's account balance under
his/her plan. There is no death benefit for any unallocated Keogh Contract.

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

The death benefit will not be paid until we receive proof of death and
appropriate directions regarding the Account Balance. If we receive proof of
death without any appropriate directions, we will take no action with regard to
the Account Balance until we receive appropriate directions.

You name the beneficiary under the TSA and 403(a) Contracts. The death
benefit is paid either to the PEDC trustee, to your employer under the PEDC
Contract or the Keogh trustee under the Keogh Contract.

The payee may take a lump sum cash payment or use the death benefit (less any
applicable annuity taxes) to purchase an income annuity from the types
available under your Contract.

INCOME OPTIONS
................................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw all or a portion of your Account Balance and use that
money (less any annuity taxes and applicable Contract charges that must be
paid) to purchase an income annuity.

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

B-PPA-19
<PAGE>

SECTION II: INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
...............................................................
WHAT ARE INCOME ANNUITIES?

Income Annuities provide you with a series of payments for either a period of
time or life that are based upon the investment performance the investment
divisions of the Separate Account. The amount of the payment will fluctuate and
is not guaranteed as to a specified amount. You may elect to have a portion of
your income payment under the fixed income option that is guaranteed by
MetLife's general account. That portion of the payment from the fixed income
option will not fluctuate and is fixed. You may purchase an Income Annuity even
if you did not have a Contract during the accumulation period.

Income Annuities can be either group or individual and are offered as IRAs,
SEPs, TSAs, PEDC, Keogh, 403(a) and Non-Qualified annuities. Some income
annuities have a reduced general administrative expenses and mortality and
expense risk charge as a result of reduced administration expenses.

This Prospectus describes four types of Income Annuities: TSAs, PEDC, Keogh
and 403(a) annuities.

MAY THE INCOME ANNUITY BE AFFECTED BY YOUR RETIREMENT PLAN?

WHAT ARE THE INVESTMENT CHOICES?

The investment choices provided through the Separate Account are the Income,
Diversified, Stock Index, Growth, Aggressive Growth and International Stock
Divisions described earlier in Section I under "Your Investment Choices." The
Calvert Responsibly Invested Balanced Division is available in some cases. If
you are covered under a group Income Annuity, the employer, association or
group may have limited the number of available divisions. Your Income Annuity
will indicate which divisions were available to you when we issued it. We may
add or eliminate divisions for some or all persons. You may choose up to four
investment divisions to provide the variable income payment or up to three
investment divisions if a fixed income option is also selected.

ADMINISTRATION
................................................................................

WHAT ADMINISTRATIVE DETAILS SHOULD YOU KNOW?

Your purchase payment and all requests concerning Income Annuities should be
sent to our Designated Office. We will provide you with the address for this
Office. All checks should be payable to "MetLife." You can also make certain
requests by telephone. In order to have the purchase payment for the Income
Annuity credited to you, we must receive your payment and complete
documentation. We will provide the appropriate forms. Under group Income
Annuities, your employer, the trustee of the Keogh plan or the group in which
you are an annuitant or member must also identify you to us on their reports
and tell us how the purchase payment should be allocated among the investment
divisions of the Separate Account and the fixed income option.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

Your purchase payment must be large enough to produce an initial income
payment of at least $50 ($20 in Massachusetts).

HOW IS THE PURCHASE PAYMENT ALLOCATED?

You decide how the purchase payment is allocated among the fixed income
option and the investment divisions of the Separate Account available to your
Income Annuity.

B-PPA-20
<PAGE>

...............................................................
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS
...............................................................................

WHAT IS AN ANNUITY UNIT VALUE?

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

When we determine the annuity unit value for an investment, we use the same
"experience factor" as that derived for the calculation of accumulation units
as described in Section I.

To calculate an annuity unit value we first multiply the experience factor
for the period by 0.99989255 (the daily equivalent of an effective annual rate
of 4%) for the AIR for most Income Annuities. (The AIR may be in the range of
3% to 6%, as defined in your Income Annuity and the laws of your state.) The
resulting number is then multiplied by the last previously calculated annuity
unit value to produce the new annuity unit value.

HOW IS A VARIABLE INCOME PAYMENT DETERMINED AND WHAT IS THE AIR?

WHEN ARE VARIABLE INCOME PAYMENTS DETERMINED AND HOW OFTEN WILL THEY CHANGE?

TRANSFERS
...............................................................................

CAN YOU MAKE TRANSFERS?

WHEN WILL WE MAKE TRANSFERS?

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. Except for Keogh Income Annuities, if we agree and you complete the form
we

B-PPA-21
<PAGE>

...............................................................
supply, you may also authorize your sales representative to make transfer
requests on your behalf by telephone. All telephone transfers are subject to
the same procedures and limitations of liability as described earlier in
Section I.

DEDUCTIONS AND CHARGES
................................................................................

WHAT IS THE CONTRACT FEE?

A one time $350 contract fee is taken from your purchase payment prior to
crediting annuity units and determining the amount of any fixed income
payments. This charge covers our administrative costs which include preparation
of the Income Annuities, review of applications and recordkeeping. If you
purchase an Income Annuity as the variable income option under your Contract
and you purchased the Contract at least two years earlier, the contract fee
will be waived.

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that annuitant's may
live for a longer period of time than we estimated. Then we would be obligated
to pay more income benefits than anticipated. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Income Annuity will be greater than we estimated.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Three persons figure in the description below: the owner of the Income
Annuity (the person with all rights under the contract including the right to
direct who receives payments), the annuitant (the person whose life is the
measure for determining the timing and sometimes amount of income payments) and
the beneficiary (the person who may receive benefits if no annuitants or owners
are living).

Your Lifetime Annuity--A variable income payable during the annuitant's life.

Your Lifetime with a Guaranteed Period Annuity--A variable income payable
during the annuitant's life. If, at the death of the annuitant, payments have
been made for less than the guarantee period, payments are made to the owner of
the annuity (or the beneficiary if the owner dies before the end of the
guarantee period) for the rest of the guarantee period.

Income for a Guaranteed Period Annuity--A variable income payable for a
guarantee period (5-30

B-PPA-22
<PAGE>

...............................................................

years). Payments cease at the end of the guarantee period (which is often
called a "term certain" period) even if the annuitant is still alive. If the
annuitant dies prior to the end of the guarantee period, payments are made to
the owner of the annuity (or to the beneficiary if the owner dies before the
end of the guarantee period) for the rest of the guarantee period.

IS THERE A FREE LOOK?

Yes. There is a Free Look when you purchase an Income Annuity. There is no
Free Look when an Income Annuity is the variable income option under a
Contract. You may cancel your Income Annuity within 10 days (20 days in North
Dakota and Idaho for individual Income Annuities) after you receive it by
telling us in writing. We will then refund your purchase payment. The Free
Look is 30 days if an individual Income Annuity was issued in California and
you are 60 years old or older. If you cancel the Income Annuity, we will then
refund the value of your annuity units. If you purchased your Income Annuity
by mail, you may have more time to return your Income Annuity.

B-PPA-23
<PAGE>

SECTION III: OTHER DEFERRED CONTRACT
AND INCOME ANNUITY PROVISIONS
....................................
...........................
CAN WE CANCEL YOUR CONTRACT OR INCOME ANNUITY?

We may not cancel your Income Annuity.

We may cancel your Contract. If we do so for a Contract delivered in New
York, we will return the full Account Balance. In other states, you will
receive an amount equal to what you would have received if you had requested a
total withdrawal of your Account Balance. Early withdrawal charges may apply.

We will only cancel your Contract if we do not receive any purchase payments
for you for 36 consecutive months and your Account Balance is less than $2,000
(except for the unallocated Keogh Contract). We may only cancel the unallocated
Keogh Contract if we do not receive any purchase payments for you for 12
consecutive months and your Account Balance is less then $15,000. We will only
do so to the extent allowed by law. Certain Contracts do not contain these
cancellation provisions.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Generally, the spouse must give qualified consent whenever you elect to:

a. choose income payments other than on a qualified joint and survivor
basis ("QJSA") (one under which we make payments to you during your
lifetime and then make payments reduced by no more than 50% to your
spouse for his or her remaining life, if any); or choose to waive the
qualified pre-retirement survivor annuity benefit ("QPSA"), (the benefit
payable to the surviving spouse of a participant who dies with a vested
interest in an accrued retirement benefit under the plan before payment
of the benefit has begun);

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary;

d. use accrued benefit as security for a loan.

Generally, there is no limit to the number of your elections as long as a
qualified consent is given each time. The consent to waive the QJSA must meet
certain requirements, including that it be in writing that acknowledges the
identity of the designated beneficiary and the form of benefit selected, dated,
signed by your spouse, witnessed by a notary public or plan representative and
in a form satisfactory to us. The waiver of a QJSA generally must be executed
during the 90-day period ending on the date on which income payments are to
commence, or the withdrawal or the loan is to be made, as the case may be. If
you die before benefits commence, your surviving spouse will be your
beneficiary unless he or she has given a qualified consent otherwise. The
qualified consent to waive the QPSA benefit and the beneficiary designation
must be made in writing which acknowledges the designated beneficiary, dated,
signed by your spouse, witnessed by a notary public or plan representative and
in a form satisfactory to us. Generally, there is no limit to the number of
beneficiary designations as long as a qualified consent accompanies each
designation. The waiver of and the qualified consent for the QPSA benefit
generally may not be given until the plan year in which you attain age 35. The
waiver period for the QPSA ends on the date of your death. If your benefit is
worth $3,500 or less, your plan may provide for distribution of your entire
interest in a lump sum without spousal consent.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as pre-authorized systematic purchase payments which are
transfers from the Fixed Interest Account and SWIP payments, may be confirmed
quarterly. As soon as administratively feasible, MetLife will send
confirmations quarterly for purchase transactions under TSA Contracts made on
the basis of salary reduction or deduction.

CAN WE CHANGE THE PROVISIONS OF YOUR CONTRACT OR INCOME ANNUITY?

Yes. We have the right to make certain changes to your Contract or Income
Annuity, but only as permitted by law. We make changes when we think they would

B-PPA-24
<PAGE>

...............................................................
best serve the interest of all participants or would be appropriate in
carrying out the purposes of the Contract or Income Annuity. If the law
requires, we will also get your approval and that of any appropriate
regulatory authorities. Examples of the changes we may make include:

1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

6. To make any necessary technical changes in the Contracts or Income
Annuities in order to conform with any of the above-described actions.

If any changes result in a material change in the underlying investments of
an investment division in which you have an Account Balance, we will notify
you of the change. You may then make a new choice of investment divisions. For
Contracts issued in Pennsylvania (and Income Annuities where required by law),
we will ask your approval before any technical changes are made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

You will be entitled to give instructions regarding the votes attributable
to your Contract or Income Annuity in your sole discretion. Under the Keogh
Contracts, participants may instruct you to give us instructions regarding
shares deemed attributable to their contributions to the Contract. Under the
Keogh Contracts, we will provide you with the number of copies of voting
instruction soliciting materials that you request so that you may furnish such
materials to participants who may give you voting instructions. Neither the
Separate Account nor MetLife has any duty to inquire as to the instructions
received or your authority to give instructions; thus, as far as the Separate
Account, and any others having voting interests in respect of the Separate
Account are concerned, such instructions are valid and effective.

B-PPA-25
<PAGE>

...............................................................
CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

Yes. MetLife may disregard voting instructions under the following
circumstances (1) to make or refrain from making any change in the investments
or investment policies for any portfolio if required by any insurance
regulatory authority; (2) to refrain from making any change in the investment
policies or any investment manager or principal underwriter or any portfolio
which may be initiated by those having voting interests or the Metropolitan
Fund's or Acacia Capital Corporation's boards of directors, provided MetLife's
disapproval of the change is reasonable and, in the case of a change in
investment policies or investment adviser, based on a good faith determination
that such change would be contrary to state law or otherwise inappropriate in
light of the portfolio's objective and purposes; or (3) to enter into or
refrain from entering into any advisory agreement or underwriting contract, if
required by any insurance regulatory authority.

In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR CONTRACT OR INCOME ANNUITY AND DO YOU PAY A COMMISSION ON THE
PURCHASE OF YOUR CONTRACT OR INCOME ANNUITY?

The licensed agents and broker-dealers who sell Contracts and Income
Annuities and certificates and interests in the Contracts and Income Annuities
may be compensated for these sales by commissions that we pay. There is no
front-end sales load deducted from purchase payments to pay sales commissions.
The Separate Account also does not pay sales commissions. The commissions we
pay range from 0% to 6% depending on the age of the participant or annuitant.

From time to time, MetLife may pay organizations or associations a fee,
reimburse them for certain expenses, lease office space from them, purchase
advertisements in their publications or enter into other such arrangements in
connection with their endorsing or sponsoring MetLife's variable annuity
contracts or services, for permitting MetLife to undertake certain marketing
efforts of the organizations' members in connection with sales of MetLife
variable annuities, or some combination thereof. Additionally, MetLife has
retained consultants who are paid a fee for their efforts in establishing and
maintaining relationships between MetLife and various organizations.

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

B-PPA-26
<PAGE>

...............................................................
different Separate Account charges and early withdrawal charges. Performance
may be calculated based upon historical performance of the underlying
portfolios of the Metropolitan Fund and Calvert Balanced Portfolio and may
assume that certain Contracts were in existence prior to their inception date.
After the inception date, actual accumulation unit or annuity unit data is
used.

Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred investments. From time to time, the Separate Account may
compare the performance of its investment divisions with the performance of
common stocks, long-term government bonds, long-term corporate bonds,
intermediate-term government bonds, Treasury Bills, certificates of deposit and
savings accounts. The Separate Account may use the Consumer Price Index in its
advertisements as a measure of inflation for comparison purposes. From time to
time, the Separate Account may advertise its performance ranking among similar
investments or compare its performance to averages as compiled by independent
organizations such as Lipper Analytical Services, Inc., Morningstar, Inc.,
VARDS (R) and The Wall Street Journal. The Separate Account may also advertise
its performance in comparison to appropriate indices, such as the Standard &
Poor's 500 Index, Lehman Brothers Aggregate Index and The Morgan Stanley
Capital International, Europe, Australia, Far East (EAFE) Index.

Performance may be shown for two investment strategies that are made
available under certain Contracts. The first is the "Equity Generator." Under
the "Equity Generator," an amount equal to the interest earned during a
specified interval (i.e., monthly, quarterly) in the Fixed Interest Account is
transferred to the Stock Index Division or the Aggressive Growth Division. The
second technique is the "Equalizer SM." Under this strategy, at the end of a
specified period (i.e., monthly, quarterly), a transfer is made from the Stock
Index Division or the Aggressive Growth Division to the Fixed Interest Account
or from the FIxed Interest Account to the Stock Index Division or Aggressive
Growth Division in order to make the account and the division equal in value.
An "Equity Generator Return," "Aggressive Equity Generator Return," "Equalizer
Return" or "Aggressive Equalizer Return" will be calculated by presuming a
certain dollar value at the beginning of a period and comparing this dollar
value with the dollar value, based on historical performance, at the end of the
period, expressed as a percentage. The "Return" in each case will assume that
no withdrawals have occurred. We may also show performance for the Equity
Generator and Equalizer investment strategies using any other investment
divisions for which these strategies are made available in the future. If we do
so, performance will be calculated in the same manner as described above, using
the appropriate account and/or investment divisions.

B-PPA-27
<PAGE>

SECTION IV: TAXES
..............................................................
GENERAL

Tax laws are complex and are subject to frequent change as well as to
judicial and administrative interpretation. The following is a general summary
intended to point out what we believe to be some general rules and principles,
and not to give specific tax or legal advice. Failure to comply with the law
may result in significant penalties. For details or for advice on how the law
applies to your individual circumstances, consult your tax advisor or
attorney. You may also get information from the Internal Revenue Service.

In the opinion of our attorneys, the Separate Account and its operations
will be treated as part of MetLife, and not taxed separately. We are taxed as
a life insurance company. Thus, although the Contracts and Income Annuities
allow us to charge the Separate Account with any taxes or reserves for taxes
attributable to it, we do not expect that under current law we will do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR DEFERRED CONTRACT?

Generally, all contributions under the Contracts will be contributed on a
"before-tax" basis. This means that the purchase payments either reduce your
income, entitle you to a tax deduction or are not subject to current income
tax. Because of this, Federal income taxes are payable on the full amount of
money you withdraw as well as on income earned under the Contract.

Non-Qualified contracts with an endorsement containing tax provisions
required for Keogh and corporate plans may be issued to Keogh and corporate
plans covering one individual. In such event, contributions under such
contracts will be made on a "before-tax" basis and the rules applicable to
Keogh plans will apply to such contracts, notwithstanding any provision in the
contracts to the contrary. Wherever the terms "Keogh Contract" or "Keogh plan"
appears in this section, the term shall be deemed to include non-qualified
contracts with an appropriate endorsement issued to Keogh and corporate plans
covering one individual.

Under some circumstances certain of the Contracts, accept both purchase
payments that entitle you or the owner to a current tax deduction or to an
exclusion from income and those that do not. Taxation of withdrawals depends
on whether or not you or the owner were entitled to deduct or exclude the
purchase payments from income in compliance with the Code.

The taxable portion of a distribution from a Keogh, 403(a) and TSA Contract
to the participant or the participant's spouse (if she/he is the beneficiary)
that is an "eligible rollover distribution," as defined in the Code, is
subject to 20% mandatory Federal income tax withholding unless the participant
directs the trustee, insurer or custodian of the plan to transfer all or any
portion of his/her taxable interest in such plan to the trustee, insurer or
custodian of (1) an individual retirement arrangement; (2) a qualified trust
or 403(a) annuity plan, if the distribution is from a Keogh or 403(a)
Contract; or (3) a TSA, if the distribution is from a TSA Contract. An
eligible rollover distribution generally is the taxable portion of any
distribution from a Keogh, 403(a) or TSA Contract, except the following: (a) a
series of substantially equal periodic payments over the life (or life
expectancy) of the participant; (b) a series of substantially equal periodic
payments over the lives (or joint life expectancies) of the participant and
his/her beneficiary; (c) a series of substantially equal periodic payments
over a specified period of at least ten years; (d) a minimum distribution
required during the participant's lifetime or the minimum amount to be paid
after the participant's death; (e) refunds of excess contributions to the plan
described in (S)401(k) of the Code for corporations and unincorporated
businesses; (f) certain loans treated as distributions under the Code; (g) the
cost of life insurance coverage which is includible in the gross income of the
plan participant; and (h) any other taxable distributions from any of these
plans which are not eligible rollover distributions.

All taxable distributions from Keogh, 403(a) and TSA Contracts that are not
eligible rollover distributions will be subject to Federal income tax
withholding unless the payee elects to have no withholding. The rate of
withholding is as determined by the Code and Regulations thereunder at the
time of payment. All taxable distributions from the PEDC Contract will be
subject to the same Federal income tax withholding as regular wages.

Each type of Contract is subject to various tax limitations. Typically, the
maximum amount of purchase payment is limited under Federal tax law and there
are limitations on how long money can be left under the Contracts before
withdrawals must begin. A 10% tax penalty applies to certain taxable
withdrawals from the Contract (or in some cases from the plan or arrangement
that purchased the Contract) before you are age 59 1/2.

B-PPA-28
<PAGE>

...............................................................

Withdrawals from the TSA Contracts are generally entirely prohibited before
age 59 1/2. If a combination of certain payments to you from certain tax-
favored plans (which includes (S)403(a) plans, (S)403(b) arrangements,
individual retirement arrangements, SEPs, SIMPLE IRAs and tax-qualified
pension and profit sharing plans) exceeds $160,000 (for 1997), an additional
penalty tax of 15% in addition to ordinary income tax is imposed on the
excess. However, the 15% penalty tax is suspended for distributions received
during the calendar years 1997, 1998 and 1999.

The following paragraphs will briefly summarize some of the tax rules on a
Contract-by-Contract basis, but will make no attempt to mention or explain
every single rule that may be relevant to you. We are not responsible for
determining if your plan or arrangement satisfies the requirements of the
Code.

TSA Contracts. These fall under (S)403(b) of the Code that provides certain
tax benefits to eligible employees of public school systems and organizations
that are tax exempt under (S)501(c)(3) of the Code.

Your employer buys the Contract for you although you then own it. The Code
limits the amount of purchase payments that can be made. Purchase payments
over this amount may be subject to adverse tax consequences. Special rules
apply to the withdrawal of excess contributions. Withdrawals before age 59 1/2
are prohibited except for (a) amounts contributed to or earned under your
(S)403(b) arrangement before January 1, 1989 that were either paid into or
earned under the Contract or later transferred to it in a manner satisfying
applicable Code requirements (withdrawals are deemed to come first from pre-
1989 money that is not subject to these restrictions, until all of such money
is withdrawn); (b) tax-free transfers to other (S)403(b) funding vehicles or
any other withdrawals that are not "distributions" under the Code; (c) amounts
that are not attributable to salary reduction elective deferral contributions
(i.e., generally amounts not attributable to your pre-tax contributions and
their earnings); (d) after you die, separate from service or become disabled
(as defined in the Code); (e) in the case of financial hardship (as defined in
the Code) but only your purchase payments may be withdrawn for hardship, not
earnings; or (f) under any other circumstances as the Code allows. Special
withdrawal restrictions under (S)403(b)(7)(A)(ii) of the Code apply to amounts
that had once been invested in mutual funds under custodial arrangements even
after such amounts are transferred to a Contract.

Withdrawals (other than tax-free transfers) that are allowed before you are
age 59 1/2 are subject to an additional 10% tax penalty on the taxable portion
of the withdrawal. This penalty does not apply to withdrawals (1) paid to a
beneficiary or your estate after your death; (2) due to your permanent
disability (as defined in the Code); (3) made in substantially equal periodic
payments (not less frequently than annually) over the life or life expectancy
of you or you and another person named by you, where such payments begin after
separation from service; (4) made to you after you separate from service with
your employer after age 55; (5) made to you on account of deductible medical
expenses (whether or not you actually itemize deductions); (6) made to an
"alternate payee" under a "qualified domestic relations order" (normally a
spouse or ex-spouse); (7) of excess matching employer contributions made to
eliminate discrimination under the Code; or (8) timely made to reduce an
elective deferral as allowed by the Code. If you are under age 59 1/2 and are
receiving SWIP payments that you intend to qualify as a series of
substantially equal periodic payments under (S)72(t) or (S)72(q) of the Code
and thus not subject to the 10% tax penalty, any modifications to your SWIP
payments before age 59 1/2 or, if later, five years after beginning SWIP
payments will result in the retroactive imposition of the 10% tax penalty. You
should consult with your tax adviser to determine whether you are eligible to
rely on any exceptions to the 10% tax penalty rule before you elect to receive
any SWIP payments or make any modifications to your SWIP payments.

Withdrawals may be transferred to another (S)403(b) funding vehicle or (for
eligible rollover distributions) to an IRA without Federal tax consequences if
Code requirements are met. Your Contract is not forfeitable and you may not
transfer it. Generally, for taxable years after 1996, if you do not have a 5%
or more ownership interest in your employer, your entire interest in the
Contract must be withdrawn or begin to be withdrawn by April 1 of the calendar
year following the later of: the year in which you reach age 70 1/2 or, to the
extent permitted under your plan or contract, the year in which you retire. A
tax penalty of 50% applies to withdrawals which should have been made but were
not. Complex rules apply to the timing and calculation of these withdrawals.
Other complex rules apply to how rapidly withdrawals must be made after your
death. Generally, if you die before the required withdrawals have begun, we
must make payment of your entire interest under the Contract within five years
of the year in which you died or begin payments under an income annuity
allowed by the Code to your beneficiary over his or her lifetime or over a
period not beyond your beneficiary's life expectancy starting by the December
31 of the year following the year in which you die. If your spouse is your
beneficiary, payments may be made over your spouse's lifetime or over a period
not beyond your spouse's life expectancy starting by the December 31 of

B-PPA-29
<PAGE>

...............................................................
the year in which you would have reached age 70 1/2, if later. If you die after
income payments begin, payments must continue to be made at least as rapidly as
under the method of distribution that was used as of the date of your death. If
your Contract is subject to the Retirement Equity Act, your spouse has certain
rights which may be waived with the written consent of your spouse. The IRS
allows you to aggregate the amount required to be withdrawn from each TSA
contract you own and to withdraw this amount in total from any one or more of
the TSA contracts you own.

Keogh Contracts. Pension and profit-sharing plans satisfying certain Code
provisions are considered to be "Keogh" plans. Complex rules apply to the
establishment and operation of such plans, including the amounts that may be
contributed under them. Excess contributions are subject to a 10% penalty.
Special rules apply to the withdrawal of excess contributions.

Withdrawals before age 59 1/2 are subject to a 10% tax penalty (this does not
apply to the return of any non-deductible purchase payments). This penalty does
not apply to withdrawals (1) paid to a beneficiary or your estate after your
death; (2) due to your permanent disability (as defined in the Code); (3) made
in substantially equal periodic payments (not less frequently than annually)
over the life or life expectancy of you or you and another person named by you
as your beneficiary where such payments begin after separation from service;
(4) made to you after you separate from service with your employer after age
55; or (5) made to you on account of deductible medical expenses (whether or
not you actually itemize deductions).

Under rules similar to those described above for TSAs, for taxable years
after 1996, if you do not have a 5% or more ownership interest in your
employer, withdrawals of your entire interest under the Contract must be made
or begun to be made beginning no later than the April 1 of the calendar year
following the later of: the year in which you reach age 70 1/2 or, to the
extent permitted under your plan or contract, the year you retire. Also, if you
die before required withdrawals have begun, the entire interest in the Contract
generally must be paid within five years of the year in which you died.

If your benefit under the Keogh plan is worth more than $3,500, the Code
requires that your income annuity protect your spouse if you die before you
receive any payments under the annuity or if you die while payments are being
made. You may waive these requirements with the written consent of your spouse.
Designating a beneficiary other than your spouse is considered a waiver.
Waiving these requirements may cause your monthly benefit to increase during
your lifetime.

Non-Qualified contracts with an endorsement containing tax provisions
required for Keogh and corporate plans may be issued to Keogh and corporate
plans covering one individual. In such event, the rules applicable to Keogh
plans as outlined above will apply to such contracts, notwithstanding any
provision in the contracts to the contrary.

PEDC Contract. PEDC plans are available to State or local governments and
certain tax-exempt organizations as described in (S)457 of the Code. These
plans, which must meet the requirements of (S)457(b), provide certain tax
deferral benefits to employees and independent contractors. The plans are not
available to churches and qualified church-controlled organizations. A PEDC
plan maintained by a State or local government must be held in trust (or
custodial account or annuity contract) for the exclusive benefit of plan
participants and their beneficiaries. However, for state or local government
plans in existence on August 20, 1996, these requirements do not have to be met
prior to January 1, 1999. Plan benefit deferrals, contributions and all income
attributable to such amounts under PEDC plans, other than those maintained by a
State or local government as described above, are (until made available to the
participant or other beneficiary) solely the property of the employer, subject
to the claims of the employer's general creditors.

The compensation amounts that may be deferred under a PEDC plan may not
exceed certain deferral limits established under the federal tax law. In
addition, contributions to other plans may reduce the deferral limit even
further.

Under the plan, amounts will not be made available to participants or
beneficiaries until the earliest of (1) the calendar year in which the
participant reaches age 70 1/2, (2) when the participant separates from service
with the employer, or (3) when the participant is faced with an unforeseeable
emergency as described in the income tax regulations. Amounts will not be
treated as "made available" under these rules if (i) an election to defer
commencement of a distribution is made by the participant and such election
meets certain requirements, or (ii) the total amount payable is $3,500 or less
and certain other requirements are met.

B-PPA-30
<PAGE>

...............................................................

above for TSAs there are some differences. For example, for PEDC plans, any
distribution payable over a period of more than one year can only be made in
substantially non-increasing amounts, and generally distributions may not
exceed 15 years.

Special rules apply to certain non-governmental PEDC plans deferring
compensation from taxable years beginning before January 1, 1987 (or beginning
later but based on an agreement in writing on August 16, 1986 and which then
provided for deferral of fixed amounts or amounts determined by a fixed
formula).

403(a) Contracts. The employer adopts a 403(a) plan as a qualified
retirement plan to provide benefits to participating employees. The plan
generally works in a similar manner to a corporate qualified retirement plan
except that the 403(a) plan does not have a trust or a trustee.

The Code limits the amount of contributions and distributions that may be
made under 403(a) plans. Withdrawals before age 59 1/2 may be subject to a 10%
tax penalty. Any amounts distributed under the 403(a) Contracts are generally
taxed according to the rules described under (S)72 of the Code. Under rules
similar to those described above for TSAs, for taxable years after 1996, if
you do not have a 5% or more ownership interest in your employer, withdrawals
of your entire interest under the Contract must be made or begun to be made no
later than the April 1 of the calendar year following the later of: the year
in which you reach age 70 1/2 or, to the extent permitted under your plan or
contract, the year you retire. Also, if you die before required withdrawals
have begun, the entire interest in the plan generally must be paid within five
years of the year in which you died. The minimum distribution rules for 403(a)
Contracts are similar to those rules summarized above for TSAs.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR INCOME ANNUITY?

Generally, all purchase payments under the Income Annuities will be on a
"before-tax" basis. This means that the purchase payment was either a
reduction from income, entitled you to a tax deduction or was not subject to
current income tax. Because of this, Federal income taxes are payable on the
full amount of money paid as income payments under the Income Annuity.

Under some circumstances certain of the Income Annuities accept both
purchase payments that have entitled you or the owner to a current tax
deduction or to a reduction in taxable income and those that do not. Taxation
of income payments depends on whether or not you or the owner were entitled to
deduct or exclude from income the purchase payment in compliance with the
Code.

All taxable income payments other than income payments under the PEDC Income
Annuity will be subject to Federal income tax withholding unless the payee
elects to have no withholding. The rate of withholding is as determined by the
Code at the time of payment. All taxable income payments under the PEDC Income
Annuity will be subject to the same Federal income tax withholding treatment
as regular wages.

Income payments (other than tax-free transfers to other (S)403(b) funding
vehicles and those made under a PEDC plan) that are allowed before you are age
59 1/2 are generally subject to an additional 10% tax penalty on the taxable
portion of the income payment. This penalty does not apply to income payments
(1) paid to a beneficiary or your estate after your death; (2) due to your
permanent disability (as defined in the Code); or (3) made in substantially
equal periodic payments (not less frequently than annually) over the life or
life expectancy of you or you and another person named by you as your
beneficiary, where such payments begin after separation from service.
Additionally, under TSAs, Keogh and 403(a) plans the penalty does not apply to
income payments (1) made to you after you separate from service with your
employer after age 55; (2) made to you on account of deductible medical
expenses (whether or not you actually itemize deductions); or (3) made to an
"alternate payee" under a "qualified domestic relations order" (normally a
spouse or ex-spouse). There is a possibility that if you make transfers as
described earlier in this Prospectus before age 59 1/2 or within five years of
the purchase of the Income Annuity, the exercise of the transfer provision may
cause the retroactive imposition of this tax.

If a combination of certain income payments to you from certain tax-favored
plans (which includes (S)403(a) plans, (S)403(b) arrangements, individual
retirement arrangements, SEPs and tax-qualified pension and profit sharing
plans) exceeds $160,000 (for 1997), a penalty tax of 15% in addition to
ordinary income taxes is imposed on the excess. However, the 15% penalty tax
is suspended for distributions received during calendar years 1997, 1998 and
1999. The following paragraphs will briefly summarize some of the tax rules,
but we will make no attempt to mention or explain every single rule that may
be relevant to you. We are not responsible for determining if your plan or
arrangement satisfies the requirements of the Code.

For taxable years after 1996, if you do not have a 5% or more ownership
interest in your employer, income

B-PPA-31
<PAGE>

...............................................................

payments under the TSA, Keogh, PEDC and 403(a) Income Annuities generally must
begin by April 1 of the year following the later of: the year in which you
reach age 70 1/2 or, to the extent permitted under your plan or contract, the
year you retire and a tax penalty of 50% applies to payments which should have
been made but were not. Complex rules apply to the timing and calculation of
these income payments. Other complex rules apply to how rapidly income payments
must be made after your death. If you die before income payments begin under
the Income Annuity, the Code generally requires that your entire interest under
the Income Annuity be paid within five years of the year in which you died. If
you die before payments begin under the Income Annuity, we will make payment of
your entire interest under the Income Annuity in a lump sum to your beneficiary
after we receive proof of your death. If you die after income payments begin,
payments must continue to be made in accordance with the income type selected.
The Code requires that payments continue to be made at least as rapidly as under
the method of distribution that was used as of the date of your death.

If your benefit under a plan subject to REA is worth more than $3,500, the
Code requires that your Income Annuity protect your spouse if you die before
you receive any income payments under the Income Annuity or if you die while
income payments are being made. If your Income Annuity is subject to the
Retirement Equity Act (REA), your spouse has certain rights which may be waived
with the written consent of your spouse. Waiving these requirements will cause
your initial monthly benefit to increase.

Any income payments distributed under 403(a) Income Annuities are generally
taxed according to the rules described under (S)72 of the Code.

B-PPA-32
<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
<S> <C>
Cover Page................................................................ 1
Table of Contents......................................................... 1
Independent Auditors...................................................... 2
Services.................................................................. 2
Distribution of Certificates and Interests in the Contracts and Income An-
nuities.................................................................. 2
Early Withdrawal Charge................................................... 2
Variable Income Payments.................................................. 2
Performance Data.......................................................... 4
Financial Statements of the Separate Account..............................
Financial Statements of MetLife...........................................
</TABLE>

B-PPA-33
<PAGE>

APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and Income Annuities and the applicable annuity
tax rates:

<TABLE>
<CAPTION>
IRA, SIMPLE
IRA AND SEP NON-QUALIFIED
TSA CONTRACTS CONTRACTS KEOGH AND 403(a) PEDC CONTRACTS CONTRACTS AND
AND INCOME AND INCOME CONTRACTS AND AND INCOME INCOME
ANNUITIES ANNUITIES(1) INCOME ANNUITIES ANNUITIES(2) ANNUITIES
------------- ------------ ---------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
California.............. 0.5% 0.5%(3) 0.5% 2.35% 2.35%
District of Columbia.... 2.25% 2.25% 2.25% 2.25% 2.25%
Kansas.................. -- -- -- -- 2.0%
Kentucky................ 2.0% 2.0% 2.0% 2.0% 2.0%
Maine................... -- -- -- -- 2.0%
Nevada.................. -- -- -- -- 3.5%
Puerto Rico............. 1.0% 1.0% 1.0% 1.0% 1.0%
South Dakota............ -- -- -- -- 1.25%
U.S. Virgin Islands..... 5.0% 5.0% 5.0% 5.0% 5.0%
West Virginia........... 1.0% 1.0% 1.0% 1.0% 1.0%
Wyoming................. -- -- -- -- 1.0%
</TABLE>
- -------

B-PPA-34
<PAGE>

INDEX
<TABLE>
<CAPTION>
B-PPA
<S> <C>
ACCOUNT BALANCE................................................................
ACCUMULATION UNIT VALUES.......................................................
Calculation..................................................................
ANNUAL CONTRACT FEE............................................................
ANNUITY TAXES..................................................................
ANNUITY UNITS..................................................................
ASSUMED INVESTMENT RATE........................................................
AVERAGE ANNUAL TOTAL RETURN....................................................
CALVERT BALANCED PORTFOLIO MANAGEMENT FEES.....................................
CALVERT BALANCED PORTFOLIO TOTAL OPERATING EXPENSES............................
CANCELLATION...................................................................
CHANGE IN ACCUMULATION UNIT VALUE..............................................
CHANGE IN ANNUITY UNIT VALUE...................................................
COMMISSION.....................................................................
CONFIRMATION...................................................................
CONTRACTS......................................................................
CONTRACT YEAR..................................................................
DEATH BENEFIT..................................................................
DESIGNATED OFFICE..............................................................
DISABILITY.....................................................................
DIVIDENDS......................................................................
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)..................................
EQUALIZER SM...................................................................
EQUITY GENERATOR SM ...........................................................
ERISA..........................................................................
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES.......................................
Certain Purchase Payments....................................................
Death........................................................................
Disability: Keogh, TSA, 403(a), PEDC Contracts...............................
Federal Taxes................................................................
Free Corridor--All other Contracts...........................................
Free Corridor--Unallocated Keogh Contract....................................
Free Corridor--TSA and 403(a) Contracts......................................
Free Look....................................................................
Hardship.....................................................................
Income Annuity...............................................................
Plan Termination.............................................................
Preapproved Investment Vehicles..............................................
Retirement...................................................................
Separation from Service......................................................
Systematic Termination.......................................................
Transfers....................................................................
Transfers from other MetLife Contracts.......................................
EXPERIENCE FACTOR..............................................................
FIXED INCOME OPTION............................................................
403(A) CONTRACT................................................................
FREE CORRIDOR..................................................................
FREE LOOK......................................................................
GENERAL ADMINISTRATIVE EXPENSES CHARGE.........................................
INCOME ANNUITIES ..............................................................
Administration...............................................................
Annuity Unit Value...........................................................
Annuity Taxes................................................................
Assumed Investment Rate......................................................
</TABLE>

B-PPA-35
<PAGE>

<TABLE>
<CAPTION>
B-PPA
<S> <C>
Contract Fee.................................................................
Free Look....................................................................
General Administrative Expenses Charge.......................................
Income Types.................................................................
Investment Choices...........................................................
Mortality and Expense Risk Charge............................................
Income for Two Lives.........................................................
Income for Two Lives with a Guaranteed Period................................
Income for Two Lives with Refund Annuity.....................................
Your Lifetime Annuity........................................................
Your Lifetime Annuity with a Guaranteed Period...............................
Your Lifetime Annuity with Refund............................................
Income for a Guaranteed Period...............................................
Purchase Payment.............................................................
Transfers....................................................................
Taxes........................................................................
Valuation Period.............................................................
INCOME OPTIONS.................................................................
Fixed Income Option..........................................................
Variable Income Option.......................................................
INVESTMENT CHOICES.............................................................
Aggressive Growth Portfolio..................................................
Calvert Responsibly Invested Balanced Portfolio..............................
Diversified Portfolio........................................................
Growth Portfolio.............................................................
Income Portfolio.............................................................
International Stock Portfolio................................................
Stock Index Portfolio........................................................
HARDSHIP.......................................................................
KEOGH CONTRACTS................................................................
MANAGEMENT FEES................................................................
MORTALITY AND EXPENSE RISK CHARGE..............................................
PEDC CONTRACT..................................................................
PERFORMANCE....................................................................
PLAN TERMINATION...............................................................
PURCHASE PAYMENTS (CONTRIBUTIONS)..............................................
REBALANCER SM (WITHDRAWALS & TRANSFER).........................................
RETIREMENT.....................................................................
SALES LOAD.....................................................................
SALES REPRESENTATIVES..........................................................
SEPARATE ACCOUNT...............................................................
SEPARATION FROM SERVICE........................................................
SUMMARY........................................................................
SYSTEMATIC TERMINATION.........................................................
SYSTEMATIC WITHDRAWAL INCOME PROGRAM...........................................
TAX-SHELTERED ANNUITY CONTRACT.................................................
TAXES..........................................................................
403(a) Contract..............................................................
General--all markets.........................................................
Keogh Contracts..............................................................
PEDC Contract................................................................
TSA Contracts................................................................
TELEPHONE REQUESTS.............................................................
TEXAS OPTIONAL RETIREMENT PROGRAM..............................................
TOTAL OPERATING EXPENSES.......................................................
TRANSFERS......................................................................
VALUATION PERIOD...............................................................
VOTING RIGHTS..................................................................
WITHDRAWALS....................................................................
YIELD..........................................................................
</TABLE>

B-PPA-36
<PAGE>

REQUEST FOR A STATEMENT OF ADDITIONAL INFORMATION/CHANGE OF ADDRESS

If you would like any of the following Statements of Additional Information, or
have changed your address, please check the appropriate box below and return to
the address below.

[_] Metropolitan Life Separate Account E, Metropolitan Series Fund, Inc.

[_] Calvert Responsibly Invested Balanced Portfolio

[_] I have changed my address. My CURRENT address is:

Name:-------------------------------------------------
- -------------------------
(Contract Number)
Address:
-------------------------------------------------

-------------------------------------------------

- ------------------------- -------------------------------------------------
(Signature) zip

METROPOLITAN LIFE INSURANCE COMPANY

ATTN: GRACE SHANAHAN
RETIREMENT AND SAVINGS CENTER, AREA 2H
ONE MADISON AVENUE
NEW YORK, NY 10010
<PAGE>

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

Preference Plus (R) Account Prospectus

Enhanced Contracts andEnhanced Income Annuities

May 1, 1997

[LOGO]MetLife(R)
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

ENHANCED PREFERENCE PLUS
GROUP ANNUITY CONTRACTS

ISSUED BY
METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes group Enhanced Preference Plus Contracts
("Enhanced Contracts") and group Enhanced Preference Plus Income Annuities
("Enhanced Income Annuities").

Group Enhanced Contracts and Enhanced Income Annuities may only be purchased
through your employer, or a group, association or trust of which you are a
member or participant.

You decide where your purchase payments are directed. The choices depend on
what is available under your Enhanced Contract or Enhanced Income Annuity and
may include the Fixed Interest Account, and, through Metropolitan Life
Separate Account E, the Income, Diversified, Stock Index, Growth, Aggressive
Growth and International Stock Portfolios of the Metropolitan Series Fund,
Inc. ("Metropolitan Fund").

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, WHICH CONTAINS ADDITIONAL INFORMATION AND WHICH SHOULD BE
READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The Prospectus sets forth concisely information about the Enhanced Contracts
and Enhanced Income Annuities and Separate Account E that you should know
before investing. Additional information about the Enhanced Contracts and
Enhanced Income Annuities and Separate Account E has been filed with the
Securities and Exchange Commission in a Statement of Additional Information
which is incorporated herein by reference and which is available upon request
without charge from Metropolitan Life Insurance Company, Retirement and
Savings Center, Area 2H, One Madison Avenue, New York, NY 10010 Attention:
Grace Shanahan. Inquiries may be made to Metropolitan Life Insurance Company,
One Madison Avenue, New York, New York 10010, Attention: Retirement and
Savings Center. The table of contents of the Statement of Additional
Information appears on page C-PPA-33.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1997.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
INDEX OF SPECIAL TERMS................................................ C-PPA- 3
TABLE OF EXPENSES..................................................... C-PPA- 4
SUMMARY............................................................... C-PPA- 6
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION................. C-PPA- 8
FINANCIAL STATEMENTS.................................................. C-PPA- 9
OUR COMPANY AND THE SEPARATE ACCOUNT.................................. C-PPA-10
THE ENHANCED DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS.......... C-PPA-11
YOUR INVESTMENT CHOICES............................................. C-PPA-11
PURCHASE PAYMENTS................................................... C-PPA-12
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT........... C-PPA-13
WITHDRAWALS AND TRANSFERS........................................... C-PPA-14
DEDUCTIONS AND CHARGES.............................................. C-PPA-15
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................ C-PPA-16
DEATH BENEFIT....................................................... C-PPA-18
INCOME OPTIONS...................................................... C-PPA-18
ENHANCED INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS................ C-PPA-20
ADMINISTRATION...................................................... C-PPA-20
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS................... C-PPA-21
TRANSFERS........................................................... C-PPA-21
DEDUCTIONS AND CHARGES.............................................. C-PPA-22
OTHER DEFERRED ENHANCED CONTRACT AND ENHANCED INCOME ANNUITY PROVI-
SIONS................................................................ C-PPA-24
TAXES................................................................. C-PPA-28
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.......... C-PPA-33
APPENDIX.............................................................. C-PPA-34
INDEX................................................................. C-PPA-35
</TABLE>

C-PPA-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- --------
<S> <C>
Account Balance........................................................ C-PPA- 6
Accumulation Units..................................................... C-PPA-13
Annuity Units.......................................................... C-PPA-20
Assumed Investment Rate................................................ C-PPA-20
Contract Year.......................................................... C-PPA-13
Designated Office...................................................... C-PPA-12
Early Withdrawal Charge................................................ C-PPA-15
Enhanced Contracts..................................................... C-PPA- 1
Enhanced Income Annuities.............................................. C-PPA- 1
Experience Factor...................................................... C-PPA-13
Free Corridor.......................................................... C-PPA-16
Enhanced Preference Plus Contracts..................................... C-PPA- 1
Enhanced Preference Plus Income Annuities.............................. C-PPA- 1
Separate Account....................................................... C-PPA- 6
Systematic Termination................................................. C-PPA-17
Systematic Withdrawal Income Program................................... C-PPA-14
Valuation Period....................................................... C-PPA-13
</TABLE>

C-PPA-3
<PAGE>

TABLE OF EXPENSES--ENHANCED PREFERENCE PLUS CONTRACTS AND ENHANCED INCOME
ANNUITIES

The following table illustrates Separate Account and Metropolitan Fund
expenses for the fiscal year ending December 31, 1996:

<TABLE>
<S> <C>
CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS
CURRENTLY OFFERED
Sales Load Imposed on Purchases................................... None
Deferred Sales Load............................................... From 0% to
(as a percentage of the purchase payment funding the withdrawal 7%(a)
during the accumulation period)
Exchange Fee...................................................... None
Surrender Fee..................................................... None
ANNUAL CONTRACT FEE................................................ None
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Charge............................ .20%(b)
Mortality and Expense Risk Charge................................. .75%(b)
Total Separate Account Annual Expenses............................ .95%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
</TABLE>
<TABLE>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(c) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Income Portfolio.................................. .25
Diversified Portfolio............................. .25
Stock Index Portfolio............................. .25
Growth Portfolio.................................. .25
Aggressive Growth Portfolio....................... .75
International Stock Portfolio..................... .75

</TABLE>
EXAMPLE
<TABLE>
<S> <C> <C> <C> <C>
If you surrender your Contract at the end of the
applicable time period:
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on as- 1 YEAR 3 YEARS 5 YEARS 10 YEARS
sets: ------ ------- ------- --------
Income Division............................... $ $ $ $
Diversified Division..........................
Stock Index Division..........................
Growth Division...............................
Aggressive Growth Division....................
International Stock Division..................
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(d):
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on as-
sets:
Income Division............................... $ $ $ $
Diversified Division..........................
Stock Index Division..........................
Growth Division...............................
Aggressive Growth Division....................
International Stock Division..................
</TABLE>

C-PPA-4
<PAGE>

- -------
(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges," page
C-PPA-15) does not apply to 10% or 20% of the Account Balance. Under
certain other circumstances, the deferred sales load does not apply at
all.
(b) Although total Separate Account annual expenses will not exceed .95% of
average account values for Enhanced Contracts, the allocation of these
expenses between general administrative expenses and the mortality and
expense risk charges is only an estimate. (See "Deductions and Charges,"
page C-PPA-15.)
(c) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.
(d) The annuity purchased must be a life annuity or one with a noncommutable
duration of at least five years to avoid the early withdrawal charge (see
"Exemptions from Early Withdrawal Charges," page C-PPA-16).

The purpose of the above table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly. The table
reflects expenses of the Separate Account and the Metropolitan Fund. It
assumes that there are no other transactions. The Example is intended for
illustrative purposes only; it should not be considered a representation of
past or future expenses. Actual expenses may be higher or lower than those
shown. Annuity taxes are not reflected in the table. See "Deductions and
Charges," page C-PPA-15, for a more detailed description of the charges and
expenses imposed upon the assets in the Separate Account.

C-PPA-5
<PAGE>

...............................................................
SUMMARY
................................................................................

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

This Prospectus describes variable accumulation and income annuity contracts
issued by Metropolitan Life Insurance Company ("MetLife," "we," "us" or "our").
The term "Enhanced Contracts" and "Enhanced Income Annuities" also includes
certificates issued under certain group arrangements. Enhanced Income Annuities
are described separately beginning on page C-PPA-20. "You" as used in this
Prospectus means the participant or annuitant for whom money is invested in an
Enhanced Contract or Enhanced Income Annuity. Under the Enhanced Contracts
issued for Keogh Plans, the trustee retains all rights to control the money
under the Enhanced Contract. For these Contracts, where we refer to giving
instructions or making payments to us, "you" means such trustee.

YOUR INVESTMENT CHOICES (PAGES C-PPA-11-12)

Each of the Enhanced Contracts offers an account under which we guarantee
specified interest rates for specified periods (the "Fixed Interest Account").
This Prospectus does not describe that account and will mention the Fixed
Interest Account only where necessary to explain how the "Separate Account"
works. Each Enhanced Contract also offers a choice of investment options under
which values can go up or down based upon investment performance. See
"Determining the Value of Your Separate Account Investment," page C-PPA-13, for
a description of accumulation units and how these values are determined based
upon investment performance.

This Prospectus describes only the investment options available through a
"Separate Account" as distinct from the Fixed Interest Account.

A SUMMARY OF THE INVESTMENT OBJECTIVES OF THE INVESTMENT CHOICES APPEARS ON
PAGES C-PPA-11-12. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN THE
BACK OF THIS PROSPECTUS.

TAXES (PAGES C-PPA-28-32)

PURCHASE PAYMENTS; TRANSFERS (PAGES C-PPA-12-13; C-PPA-14-15)

The Enhanced Contracts allow you to make new purchase payments, to transfer
money among investment options and between the Separate Account and the Fixed
Interest Account and to withdraw money credited to you ("Account Balance").
(See "Withdrawals and Transfers," page C-PPA-14.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances and
your Enhanced Contract. (See "Withdrawals and Transfers," page C-PPA-14, and
"Deductions and Charges," page C-PPA-15.)

DEDUCTIONS AND CHARGES (PAGES C-PPA-15-16)

Your Enhanced Contract is subject to various charges.

Annual Enhanced Contract Fees: There is no annual Enhanced Contract fee.
(There is a $20 annual Enhanced Contract fee imposed on certain Fixed Interest
Account balances.)

General Administrative Expenses and Mortality and Expense Risk Charge: .95%
on an annual basis.

Early Withdrawal Charge: A declining charge of up to 7% on amounts for the
first seven years after each purchase payment is received.

Metropolitan Series Fund, Inc.: Management fees and other expenses.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES (PAGES C-PPA-16-18)

A withdrawal or transfer may not result in an early withdrawal charge.
Provisions are more fully described within this Prospectus. A summary appears
below.

(a) Withdrawals or Transfers without a Charge for All Markets:

Item 1--Transfers among investment divisions or to the Fixed Interest
Account

Item 2--Withdrawals that represent purchase payments made over seven years
ago

Item 3--Free Corridor

Item 4--Free Look

Item 5--Certain Income Annuities

Item 7--Mandated Withdrawals under Federal law

(b) Withdrawals or Transfers without a charge for the Enhanced Individual
Retirement Annuities Market--(in addition to (a) above):

Item 6--Death Benefit

Item 16--Nursing Home or Terminal Illness

C-PPA-6
<PAGE>

...............................................................

Item 6--Death Benefit

Item 10--Retirement

Item 11--Separation from Service

Item 16--Nursing Home or Terminal Illness

(d) Withdrawals or Transfers Without a Charge for the Enhanced unallocated
Keogh Market--(in addition to (a) above):

Item 8--Systematic Withdrawal

Item 9--Disability

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

Item 14--Pre-Approved Investment Vehicles

DEATH BENEFIT (PAGE C-PPA-18)

Each Enhanced Contract (other than the Enhanced unallocated Keogh Contract)
offers a death benefit that guarantees certain payments in case of your death
even if the Account Balance has fallen below that amount.

INCOME ANNUITIES (PAGE C-PPA-20)

You may use your money to obtain payments guaranteed for life or for certain
other periods (an annuity). These payments may be either for specified, fixed
amounts or for amounts that can go up or down based on the investment
performance of a choice of investment options in the Separate Account
("variable income option"). You may purchase an Enhanced Income Annuity if you
did not have an Enhanced Contract during the accumulation period. Your Enhanced
Income Annuity is subject to various charges. (See "Enhanced Income Annuities--
Deductions and Charges," page C-PPA-22.)

C-PPA-7
<PAGE>

ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
ACCUMULATION ACCUMULATION NUMBER OF ACCUMULATION
UNIT VALUE UNIT VALUE END UNITS END OF YEAR
ENHANCED PREFERENCE PLUS CONTRACTS YEAR BEGINNING OF YEAR OF YEAR (IN THOUSANDS)
---------------------------------- ---- ----------------- -------------- ----------------------
<S> <C> <C> <C> <C>
Income Divi-
sion 1996 $29.36 $
1995 24.79 29.36 123
1994 25.83 24.79 125
1993 23.43 25.83 151
1992 22.12 23.43 0
1991 19.02 22.12 0
1990 17.91(a) 19.02 0
Diversified
Division 1996 24.78
1995 19.69 24.78 346
1994 20.51 19.69 341
1993 18.36 20.51 360
1992 16.93 18.36 50
1991 13.68 16.93 0
1990 14.34(a) 13.68 0
Stock Index
Division 1996 20.44
1995 15.07 20.44 518
1994 15.04 15.07 432
1993 13.86 15.04 399
1992 13.02 13.86 12
1991 10.13 13.02 0
1990 10.85(a) 10.13 0
Growth Divi-
sion 1996 38.99
1995 29.57 38.99 334
1994 30.85 29.57 296
1993 27.22 30.85 258
1992 24.63 27.22 5
1991 18.67 24.63 0
1990 21.66(a) 18.67 0
Aggressive
Growth 1996 33.72
Division 1995 26.29 33.72 254
1994 27.05 26.29 189
1993 22.26 27.05 163
1992 20.37 22.26 1
1991 12.35 20.37 0
1990 14.85(a) 12.35 0
International
Stock 1996 14.38
Division 1995 14.40 14.38 396
1994 13.84 14.40 446
1993 9.45 13.84 339
1992 10.63 9.45 1
1991 10.00(b) 10.63 0
</TABLE>

(a) Inception Date July 2, 1990
(b) Inception Date July 1, 1991

C-PPA-8
<PAGE>

[Bar chart Illustrating the Accumulation Unit Values for the various investment
divisions for the Enhanced Preference Plus Contracts for each year ending from
1990 through 1996. This information is numerically presented in the table on the
previous page.]

FINANCIAL STATEMENTS

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from
MetLife.

C-PPA-9
<PAGE>

...............................................................
OUR COMPANY AND THE SEPARATE ACCOUNT
................................................................................

WHO IS METLIFE?

WHAT IS THE SEPARATE ACCOUNT?

We organized the Separate Account on September 27, 1983. It is an investment
account that we maintain separate from our other assets. It is registered with
the Securities and Exchange Commission as a unit investment trust under the
1940 Act. All income, gains and losses, whether or not realized, from the
Separate Account's assets are credited to or charged against the Separate
Account, without regard to our other business. In other words, the Separate
Account's assets are solely for the benefit of those who invest in the Separate
Account and no one else, including our creditors. Our obligation to honor all
of our promises under the Enhanced Contracts and Enhanced Income Annuities is
not limited by the amount of assets in the Separate Account.

C-PPA-10
<PAGE>

SECTION I: THE ENHANCED DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS
....................................
...........................

WHAT ARE THE ENHANCED CONTRACTS?

The Enhanced Contracts offer you the choice of an account that pays interest
guaranteed by MetLife (the Fixed Interest Account) or an account offering a
range of investment choices where performance is not guaranteed. The Enhanced
Contracts are called "annuities" since they offer a variety of payment
options, including guaranteed income for life.

We offer many types of Preference Plus Contracts to meet your individual
needs. These include contracts meeting the tax requirements under the
following provisions of the Internal Revenue Code ("Code"): (1) Individual
Retirement Annuities (IRAs) under (S)408(b); (2) Simplified Employee Pensions
(SEPs) under (S)408(k); (3) Tax Sheltered Annuities (TSAs) under (S)403(b);
(4) Public Employee Deferred Compensation (PEDC) under (S)457; (5) Keogh plans
under (S)401; (6) Qualified Annuity Plans (403(a)) under (S)403(a); and (7)
Tax Deferred Annuities (Non-Qualified) under (S)72. Our contracts may be
individual or group (offered to an employer, association, trust or other group
for its employees, members or participants). Group Contracts may be issued to
a bank that does nothing but hold them as contractholder. Contracts are either
allocated (we keep records of your Account Balance) or unallocated (we keep
Account Balance records only for the plan as a whole). Some Contracts
("Enhanced Contracts") have a reduced mortality and expense risk charge as a
result of reduced administration expenses.

This Prospectus describes the following Enhanced Contracts: IRAs,
unallocated Keogh and Non-Qualified.

The Prospectus will occasionally refer to the Fixed Interest Account.
However, this Prospectus does not describe that account.

MAY THE ENHANCED CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. If your purchase payments are made under a retirement plan, the
Enhanced Contract may provide that all or some of your rights as described in
this Prospectus are subject to the terms of the plan. You should consult the
plan document to determine whether there are any provisions under your plan
that may limit or affect the exercise of your rights under the Enhanced
Contract. Rights that may be affected include those concerning purchase
payments, withdrawals, transfers, the death benefit and income annuity types.
For example, if part of your Account Balance represents non-vested employer
contributions, you may not be permitted to withdraw these amounts and the
early withdrawal charge calculations may not include all or part of the
employer contributions. The Enhanced Contract may provide that a plan
administrative fee will be paid by making a withdrawal from your Account
Balance. The Enhanced Contract may require that you or your beneficiary obtain
a signed authorization from your employer or plan administrator to exercise
certain rights. Your Enhanced Contract will indicate under which circumstances
this is the case. We may rely on your employer's or plan administrator's
statements to us as to the terms of the plan or your entitlement to any
amounts. We will not be responsible for determining what your plan says.

YOUR INVESTMENT CHOICES
...............................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new investments are the Income, Diversified, Stock Index,
Growth, Aggressive Growth, and International Stock Divisions. Your employer,
association or group may have limited the number of available divisions. Your
Enhanced Contract will indicate the divisions available to you when we issued
it. We may add or eliminate divisions for some or all persons.

The divisions do not invest directly in stocks, bonds or other investments.
Instead they buy and sell shares of mutual fund portfolios that in turn do the
investing. The portfolios are part of the Metropolitan Fund as shown on page
1. All dividends declared by any of the portfolios are earned by the Separate
Account and reinvested. Therefore, no dividends are distributed under the
Contracts. No sales or redemption charges apply to our purchase or sale
through the Separate Account of these mutual fund shares. These mutual funds
are available only through the purchase of annuities and life insurance
policies and are never sold directly to the public. These mutual funds are
"series" types of funds registered with the Securities and Exchange Commission
as "diversified open-end management investment companies" under the 1940 Act.
Each division invests in shares of a comparably named portfolio.

A summary of the investment objectives of the currently available portfolios
is as follows:

Income Portfolio: To achieve the highest possible total return, by combining
current income with capital gains, consistent with prudent investment risk and
preservation of capital, by investing primarily in fixed-income, high-quality
debt securities.

C-PPA-11
<PAGE>

...............................................................

International Stock Portfolio: To achieve long-term growth of capital by
investing primarily in common stocks and equity-related securities of non-
United States companies.

PURCHASE PAYMENTS
................................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Yes. All purchase payments and all requests you may have concerning the
Contracts, like a change in beneficiary, should be sent to one of our
"Designated Office(s)." We will provide you with information indicating which
Designated Office to contact regarding various matters and the addresses for
these Offices. All checks should be payable to "MetLife." You can also make
certain requests by telephone. In order to have a purchase payment credited to
you, we must receive it and completed documentation. We will provide the
appropriate forms. Under certain group Enhanced Contracts, your employer or the
group in which you are a participant or member must also identify you to us on
their reports to us and tell us how your purchase payments should be allocated
among the investment divisions and the Fixed Interest Account.

For Enhanced Non-Qualified Contracts, your purchase payments may also be made
"automatically" through procedures that we call "automatic payroll deduction"
and "check-o-matic." With automatic payroll deduction, your employer deducts an
amount from your salary and makes the purchase payment for you. With check-o-
matic, your bank deducts monies from your bank checking account and makes the
purchase payment for you.

Purchase payments, including check-o-matic payments, are effective and valued
as of 4:00 p.m.,

C-PPA-12
<PAGE>

...............................................................
Eastern time, on the day we receive them at our Designated Office, except when
they are received (1) on a day when the accumulation unit value (discussed
later in this Prospectus) is not calculated or (2) after 4:00 p.m., Eastern
time. In those cases, the purchase payments will be effective the next day the
accumulation unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There is no minimum purchase payment except for the Enhanced unallocated
Keogh Contract. For the Enhanced unallocated Keogh Contract, each purchase
payment must be at least $2,000, and total purchase payments must be at least
$15,000 for the first Contract Year. (Depending on underwriting and plan
requirements, the first Contract Year is the initial three to fifteen month
period the Contract is in force; thereafter, it is each subsequent twelve month
period.) During subsequent Contract Years, total purchase payments made under
the Enhanced unallocated Keogh Contract must be at least $5,000.

We may reject purchase payments over $500,000. Your purchase payments may
also be limited by the Federal tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

You decide how a purchase payment is allocated among the Fixed Interest
Account and the investment divisions of the Separate Account available to your
Enhanced Contract. Allocation changes for new purchase payments will be made
upon our receipt of your notification of changes. You may also specify a day as
long as it is within 30 days after we receive the request.

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin except as limited by the Federal tax laws. You may not make
purchase payments after you have made a withdrawal based on termination of
employment under the Enhanced unallocated Keogh Contract or retirement under
certain Enhanced Contracts. No additional purchase payments may be made after
commencement of a systematic termination (from both the Fixed Interest and
Separate Accounts), described below, until we receive written notice that you
request cancellation of the systematic termination. You may continue to make
purchase payments while you receive Systematic Withdrawal Income Program
payments, as described later in this Prospectus, except if purchase payments
are made through automatic payroll deduction, check-o-matic, salary reduction
or salary deduction.

In order to comply with regulatory requirements in Oregon, we may limit the
ability of an Oregon resident to make purchase payments (1) after the Contract
has been held for more than three years, if the Contract was issued after age
60, or (2) after age 63, if the Contract was issued before age 61.

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
................................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

C-PPA-13
<PAGE>

...............................................................

per share amount of any dividend or capital gain distribution paid by the
portfolio during the current Valuation Period, and subtracts any per share
charges for taxes and reserve for taxes. We then divide that amount by the net
asset value per share as of the end of the last Valuation Period to obtain a
percentage that reflects investment performance. We then subtract a charge not
to exceed .000025905 (the daily equivalent of an effective annual rate of
.95%) for Enhanced Contracts for each day in the Valuation Period. This charge
is to cover the general administrative expenses and the mortality and expense
risk we assume under the Enhanced Contracts.

To calculate an accumulation unit value we multiply the experience factor
for the period since the last calculation by the last previously calculated
accumulation unit value. We then add this to the prior accumulation unit
value. For example, if the last previously calculated accumulation unit value
is $12.00 and the experience factor for the period was .05, the new
accumulation unit value is $12.60 ($12.00 X .05 = $.60; $.60 + $12.00 =
$12.60). On the other hand, if the experience factor was -.05, the new
accumulation unit value would be $11.40 ($12.00 x (.05) = $(.60); $12.00 -
$.60 = $11.40).

WITHDRAWALS AND TRANSFERS
...............................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Enhanced Contract or transfer it from one investment division to another or to
the Fixed Interest Account. Some restrictions may apply to transfers from the
Fixed Interest Account to the Separate Account.

Withdrawals must be at least $500 (or the Account Balance, if less). You may
make an unlimited number of transfers. Your request must tell us the
percentage or dollar amount to be withdrawn or transferred. If we agree, you
may also submit an authorization directing us to make transfers on a
continuing periodic basis from one investment division to another or to the
Fixed Interest Account. We may require that you maintain a minimum Account
Balance in investment divisions from which amounts are transferred based upon
an authorization.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

Generally, we will make withdrawals or transfers as of the end of the
Valuation Period during which we receive your request at our Designated
Office. We will make it as of a later date if you request. If you die before
the requested date, we will cancel the request and pay the death benefit
instead. If the withdrawal is made to provide income payments, it will be made
as of the end of the Valuation Period ending most recently before the date the
income annuity is purchased.

CAN YOU MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. Except for the Enhanced unallocated Keogh Contract, if we agree and you
complete the form we supply, you may also authorize your sales representative
to make transfer requests on your behalf by telephone. Whether you or your
sales representative make transfer requests by telephone, you are authorizing
us to act upon the telephone instructions of any person purporting to be you
or, if applicable, your sales representative, assuming our procedures have
been followed, to make transfers from both your Fixed Interest and Separate
Account Balances. We have instituted reasonable procedures to confirm that any
instructions communicated by telephone are genuine. All telephone calls
requesting a transfer will be recorded. You (or the sales representative) will
be asked to produce your personalized data prior to our initiating any
requests by telephone. Additionally, as with other transactions, you will
receive a written confirmation of your transfer. Neither we nor the Separate
Account will be liable for any loss, expense or cost arising out of any
requests that we or the Separate Account reasonably believe to be genuine. In
the unlikely event that you have trouble reaching us, requests should be made
to the Designated Office.

CAN YOU MAKE SYSTEMATIC WITHDRAWALS?

Yes. If we agree and, if approved in your state, for Enhanced IRA and Non-
Qualified Contracts, you may request us to make "automatic" withdrawals for
you on a periodic basis through our Systematic Withdrawal Income Program
("SWIP"). SWIP payments are not payments made under an income option or under
an Income Annuity, as described later in this Prospectus. You may choose to
receive SWIP payments for either a specific dollar amount or a percentage of
your Account Balance. You must meet certain total Account Balance minimums to
initiate SWIP payments. Each SWIP

C-PPA-14
<PAGE>

...............................................................
payment must be at least $50. Your payment date is the date you specify, if we
receive your request at least 10 days prior to the initial payment date.
Otherwise, payments will commence 30 days from the date you specify. If you do
not specify a payment date, payments will commence 30 days from the date we
receive your request. The date of the first SWIP payment is your SWIP
anniversary date. Requests to commence SWIP payments may not be made by
telephone. Changes to the specified dollar amount or percentage or to alter the
timing of payments may be made once a year. Requests for such changes must be
made at least 30 days prior to the SWIP anniversary date. You may cancel your
SWIP request at anytime by telephone or by writing us at the Designated Office.

FROM WHICH INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

Depending on your Enhanced IRA or Enhanced Non-Qualified Contract, each SWIP
payment will be taken on a pro rata basis from either (1) the Fixed Interest
Account and investment divisions of the Separate Account in which you then have
an Account Balance or (2) only from investment divisions of the Separate
Account in which you then have an Account Balance. If your Account Balance is
insufficient to make a requested SWIP payment, the remaining Account Balance
will be paid to you.

WILL YOU PAY AN EARLY WITHDRAWAL CHARGE (SALES LOAD) WHEN YOU RECEIVE A SWIP
PAYMENT?

For purposes of the early withdrawal charge, SWIP is characterized as a
single withdrawal made in a series of payments over a twelve month period. If
SWIP payments comprise the first withdrawal of the Contract Year and are within
the 10% Free Corridor, calculated for this purpose as 10% of the Account
Balance on the SWIP anniversary date, no SWIP payment will be subject to an
early withdrawal charge. SWIP payments in excess of the 10% Free Corridor and
SWIP payments that comprise the second or later withdrawal of the Contract Year
will be subject to an early withdrawal charge unless the payments are from
other amounts to which an early withdrawal charge no longer applies. See
"Deductions and Charges" on this page.

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

Yes. You may request that we make minimum distribution payments to you on a
periodic basis.

However, you must meet certain total Account Balance minimums at the time you
request periodic minimum distribution payments.

DEDUCTIONS AND CHARGES
................................................................................

ARE THERE ANNUAL ENHANCED CONTRACT CHARGES?

There are no Separate Account annual Enhanced Contract charges. (There is $20
annual Enhanced Contract fee imposed on certain Fixed Interest Account
balances.)

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Enhanced
Contract purchasers and participants may live for a longer period of time than
we estimated. Then we would be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay for
Enhanced allocated Contracts will be larger than the Account Balance. The
expense risk portion of the mortality and expense risk charge is that our
expenses in administering the Enhanced Contracts will be greater than we
estimated.

As a result of reduced administrative expenses associated with Enhanced
Contracts, the sum of these charges on an annual basis (computed and payable
each Valuation Period) will not exceed .95% of the average value of the assets
in each investment division. Of this charge, we estimate that .20% is for
administrative expenses and .75% is for the mortality and expense risk.

During 1996, these charges were $ for all contracts in Separate Account E.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

C-PPA-15
<PAGE>

...............................................................

money to pay annuity taxes only when you purchase an income annuity. In South
Dakota, Kentucky and Washington, D.C., we may also deduct money to pay annuity
taxes on lump sum withdrawals or when you purchase an income annuity. We may
deduct an amount to pay annuity taxes sometime in the future since the laws
and the interpretation of the laws relating to annuities are subject to
change.

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page C-PPA-34.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

The following paragraphs describe how the early withdrawal charge is
determined. The early withdrawal charge reimburses us for our costs in selling
the Enhanced Contracts. We may use any of our profits derived from the
mortality and expense risk charge to pay for any of our costs in selling the
Enhanced Contracts that exceed the revenues generated by the early withdrawal
charge. However, we believe that our sales expenses may exceed revenues
generated by the early withdrawal charge and, in such event, we will pay such
excess out of our surplus.

To determine the early withdrawal charge for the Enhanced Contracts, we
treat your Fixed Interest Account and Separate Account as if they were a
single account and ignore both your actual allocations and what account or
investment division the withdrawal is actually coming from. To do this, we
first assume that your withdrawal is from amounts (other than earnings) that
can be withdrawn without an early withdrawal charge, then from other amounts
(other than earnings) and then from earnings, each on a "first-in-first-out"
basis. Once we have determined the amount of the early withdrawal charge, we
will actually withdraw it from each investment division in the same proportion
as the withdrawal is being made. In determining what the withdrawal charge is,
we do not include earnings, although the actual withdrawal to pay it may come
from earnings.

For the Enhanced Contracts, withdrawal charges are imposed on amounts (other
than earnings) for the first seven years after the purchase payment is
received as shown in the table below.

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[8 &
1 2 3 4 5 6 7 BEYOND]
<S> <C> <C> <C> <C> <C> <C> <C>
7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>

As required by the Federal securities laws, your total early withdrawal
charges will never exceed 9% of all your purchase payments applied to the
investment divisions to the date of the withdrawal. As a result of the reduced
sales costs associated with certain Enhanced Preference Plus Contracts, no
early withdrawal charges from the Separate Account are deducted for
withdrawals under those Enhanced Contracts. When no allocations or transfers
are made to the Separate Account except in connection with the Equity
GeneratorSM investment strategy, withdrawal charges will be calculated as
described above, but the charge imposed will not exceed earnings.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
...............................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. Tax penalties may still apply and the amounts
withdrawn may also be subject to Federal income tax, see "Taxes," pages C-PPA-
28-32. We may require proof satisfactory to us that any necessary conditions
have been met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to the Fixed Interest Account.

2. Withdrawals that represent purchase payments made over seven years ago.

3. A Free Corridor withdrawal described below. Depending on your Enhanced
Contract, the Free Corridor percentage may either be taken in an unlimited
number of partial withdrawals (for each withdrawal we calculate the percentage
it represents of your Account

C-PPA-16
<PAGE>

...............................................................
Balance and whenever the total of such percentages exceeds the specified
percentage the early withdrawal charge applies) or as part of the first
withdrawal from your Account Balance during the Contract Year. In either case
the Free Corridor is the greater of the percentage described below or amounts
which are not subject to an early withdrawal charge. For the Enhanced
unallocated Keogh and certain Enhanced Contracts, the Free Corridor is in
addition to any amounts which are not subject to an early withdrawal charge as
described in items 4-14 below, except for amounts which are exempted pursuant
to Systematic Termination, described in item 8 below.

(a) For the Enhanced unallocated Keogh, you can withdraw up to 20% of your
Account Balance during each Contract Year.

(b) For certain Enhanced IRA and Non-Qualified Contracts, you can withdraw
up to 10% of your Account Balance during each Contract Year. For other
Enhanced IRA and Non-Qualified Contracts, you can withdraw or transfer up to
10% of your Fixed Interest Account balance each Contract Year.

4. Free Look: You may cancel your Enhanced Contract within 10 days after you
receive it by telling us in writing. We will then refund all of your purchase
payments (however for Enhanced IRA and Non-Qualified Contracts issued in New
York, Illinois, Minnesota and Pennsylvania we will instead pay you your
Account Balance). If you purchased your Contract by mail, you may have more
time to return your Contract.

5. You purchase an income annuity from us for life or a noncommutable period
of five years or more.

6. You die before any income payments have been made and we pay your
beneficiary a death benefit.

7. The withdrawal is required to avoid Federal income tax penalties or to
satisfy Federal income tax rules or Department of Labor regulations that apply
to the Enhanced Contracts.

8. Systematic Termination: For the Enhanced unallocated Keogh Contract, a
total withdrawal ("Systematic Termination") that is paid in annual
installments of (1) 20% of your Account Balance upon receipt of your request
(we will reduce this first installment by the amount of any previous partial
withdrawals during the current Contract Year); (2) 25% of your then current
Account Balance one year later; (3) 33 1/3% of your then current Account
Balance two years later; (4) 50% of your then current Account Balance three
years later; and (5) the remainder four years later. You may cancel remaining
payments under a Systematic Termination at any time. However, if you again
decide to take a full withdrawal, the entire Systematic Termination process
starts over. If, after beginning a Systematic Termination, you decide to take
your full withdrawal in amounts exceeding the percentages allowed, the excess
amount withdrawn in any year is subject to the applicable withdrawal charges.

9. Disability: For the Enhanced unallocated Keogh Contract, if you are
totally disabled (as defined under the Federal Social Security Act) and you
request a total withdrawal. For the Enhanced unallocated Keogh Contract that
fund plans subject to the Employee Retirement Income Security Act of 1974, the
definition of disability is also as defined under the Federal Social Security
Act, unless defined in the plan.

10. Retirement:

(a) For the Enhanced Non-Qualified Contract, if you retire and you are
receiving retirement benefits from your employer's qualified plan.

(b) For the Enhanced unallocated Keogh Contract, if there is a plan which
defines retirement and you retire under such definition. If you are a
"restricted" participant, as shown in the Enhanced Contract, you must have
been a participant in the Enhanced Contract for the period stated in the
Enhanced Contract.

11. Separation from Service: For the Enhanced unallocated Keogh Contract, if
you are a "restricted" participant, as shown on the Enhanced Contract, you
must also have been a participant in the Enhanced Contract for the period
stated in the Enhanced Contract. For certain Enhanced Non-Qualified Contracts,
if your employment terminates. For certain other Enhanced Non-Qualified
Contracts, you must also be eligible to receive retirement benefits.

12. Plan Termination: For the Enhanced unallocated Keogh Contract, if your
plan terminates and the Account Balance is rolled over into another annuity
contract we issue.

13. Hardship: For the Enhanced unallocated Keogh Contract, if you suffer an
unforeseen hardship.

14. Pre-Approved Investment Vehicles: For the Enhanced unallocated Keogh
Contract, if you make a direct transfer to other investment vehicles we have
pre-approved. For the Enhanced unallocated Keogh Contract, if you are a
"restricted" participant, as shown in the Contract, and your Account Balance
is rolled over to a MetLife individual retirement annuity within 120 days
after you are eligible to receive a plan distribution.

15. Transfer from other MetLife Contracts: (A) For transfers prior to
January 1, 1996: If you roll over

C-PPA-17
<PAGE>

...............................................................
amounts from other MetLife contracts we designate, of the following two
formulas we will apply the one that is more favorable to you:

(1) treat our other contract and this Enhanced Contract as if they were one
for purposes of determining when a purchase payment was made, credit your
purchase payments with the time you held them under our other contract prior to
the time they were rolled over or (2) subject the rollover amounts to a
withdrawal charge determined as described above in "What is the early
withdrawal charge (sales load)?" as follows:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[6 &
1 2 3 4 5 BEYOND]
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0
</TABLE>

(B) For transfers commencing on or after January 1, 1996:

(1) If you roll over amounts from other MetLife contracts we designate that
they have been in force at least two years (except as covered in (2) below), we
will apply the one of the following two formulas that is more favorable to you:
(a) the same withdrawal charge schedule that would have applied to the rollover
amounts had they remained in your other MetLife contracts, however, any
exceptions or reductions to the basic withdrawal charge percentage that this
Contract does not provide for (such as a 0% charge at the end of an interest
rate guarantee period or a 3% charge at the third anniversary) will not apply;
or (b) subject the rollover amounts to a withdrawal charge determined as
described above in "What is the early withdrawal charge (sales load)?" as
follows:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
6 &
1 2 3 4 5 BEYOND
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0%
</TABLE>

For this purpose, purchase payment year is measured from the date of the
rollover, not the original purchase payment date under the other MetLife
contracts.

(2) If the other MetLife contracts have been in force less than two years or
provide for a separate withdrawal charge for each purchase payment, we will
treat the other contracts and this Contract as if they were one for purposes of
determining when a purchase payment was made by crediting under this Contract
your purchase payments with the time you held them under our other contract
prior to the date they were rolled over.

16. Nursing Home or Terminal Illness: For the Enhanced IRA and Non-Qualified
Contracts, to the first withdrawal if you or your spouse (A) is a resident in
certain nursing home facilities for at least 90 consecutive days or (B) has
been diagnosed as terminally ill and is expected to die within twelve months,
but only if this provision has been approved by your state.

DEATH BENEFIT
................................................................................

WHAT IS THE DEATH BENEFIT?

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

The death benefit will not be paid until we receive proof of death and
appropriate directions regarding the Account Balance. If we receive proof of
death without any appropriate directions, we will take no action with regard to
the Account Balance until we receive appropriate directions.

You name the beneficiary under the Enhanced IRA and Non-Qualified Contracts.
The death benefit is paid to the Keogh trustee under the Enhanced unallocated
Keogh Contract.

The payee may take a lump sum cash payment or use the death benefit (less any
applicable annuity taxes) to purchase an income annuity from the types
available under your Enhanced Contract.

INCOME OPTIONS
................................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw all or a portion of your Account Balance and use that
money (less any annuity taxes that must be paid) to purchase an income annuity.

You can receive income payments guaranteed for life on a monthly, quarterly,
semiannual or annual basis. Non-life contingent annuities are available for
various payout periods.

C-PPA-18
<PAGE>

...............................................................

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

If you do not select an income option by the date the Enhanced Contract
specifies, you have not withdrawn your entire Account Balance, and your
Enhanced Contract was not issued under a retirement plan, you will be issued a
life annuity with a ten (10) year guarantee. In that case, if you do not tell
us otherwise, your Fixed Interest Account Balance will be used to provide a
fixed income option and your Separate Account Balance will be used to provide a
variable income option.

C-PPA-19
<PAGE>

SECTION II: ENHANCED INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
....................................
...........................

WHAT ARE THE ENHANCED INCOME ANNUITIES?

Enhanced Income Annuities provide you with a series of payments for either a
period of time or life that are based upon the investment performance of the
investment divisions of the Separate Account. The amount of the payment will
fluctuate and is not guaranteed as to a specified amount. You may elect to have
a portion of your income payment under the fixed income option that is
guaranteed by MetLife's general account. That portion of the payment from the
fixed income option will not fluctuate and is fixed. You may purchase an
Enhanced Income Annuity even if you did not have an Enhanced Contract during
the accumulation period.

Income Annuities can be either group or individual and are offered as IRAs,
SEPs, TSAs, PEDC, Keogh, 403(a) and Non-Qualified annuities. Some Income
Annuities ("Enhanced Income Annuities") have a reduced general administrative
expenses and mortality and expense risk charge as a result of reduced
administration expenses.

This Prospectus describes the following Enhanced Income Annuities: IRAs,
unallocated Keogh and Non-Qualified.

MAY THE ENHANCED INCOME ANNUITY BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. Your Enhanced Income Annuity may provide that your choice of income
types is subject to the terms of your retirement plan. Your Enhanced Income
Annuity will indicate under which circumstances this is the case. We may rely
on your employer's or plan administrator's statements to us as to the terms of
the plan or your entitlement to any amounts. We will not be responsible for
determining what your plan says.

WHAT ARE THE INVESTMENT CHOICES?

The investment choices provided through the Separate Account are the Income,
Diversified, Stock Index, Growth, Aggressive Growth and International Stock
Divisions described earlier in Section I under "Your Investment Choices." Your
employer, association or group may have limited the number of available
divisions. Your Enhanced Income Annuity will indicate which divisions were
available to you when we issued it. We may add or eliminate divisions for some
or all persons. You may choose up to four investment divisions to provide the
variable income payment or up to three investment divisions if a fixed income
option is also selected.

ADMINISTRATION
................................................................................

WHAT ADMINISTRATIVE DETAILS SHOULD YOU KNOW?

Your purchase payment and all requests concerning Enhanced Income Annuities
should be sent to our Designated Office. We will provide you with the address
for this Office. All checks should be payable to "MetLife." You can also make
certain requests by telephone. In order to have the purchase payment for the
Enhanced Income Annuity credited to you, we must receive your payment and
complete documentation. We will provide the appropriate forms. Your employer,
the trustee of the Keogh plan or the group in which you are an annuitant or
member must also identify you to us on their reports and tell us how the
purchase payment should be allocated among the investment divisions of the
Separate Account and the fixed income option.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

Your purchase payment must be large enough to produce an initial income
payment of at least $50 ($20 in Massachusetts).

HOW IS THE PURCHASE PAYMENT ALLOCATED?

You decide how the purchase payment is allocated among the fixed income
option and the investment divisions of the Separate Account available to your
Enhanced Income Annuity.

C-PPA-20
<PAGE>

...............................................................

DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS
...............................................................................

WHAT IS AN ANNUITY UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"annuity units." These annuity units are similar to "accumulation units"
described earlier in Section I except that we deduct applicable annuity taxes
from the purchase payment before we determine the number of annuity units in
each investment division chosen.

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

When we determine the annuity unit value for an investment division, we use
the same "experience factor" as that derived for the calculation of
accumulation units as described in Section I.

To calculate an annuity unit value, we first multiply the experience factor
for the period by 0.99989255 (the daily equivalent of an effective annual rate
of 4%) for the AIR for most Enhanced Income Annuities. (The AIR may be in the
range of 3% to 6%, as defined in your Enhanced Income Annuity and the laws of
your state.) The resulting number is then multiplied by the last previously
calculated annuity unit value to produce the new annuity unit value.

HOW IS A VARIABLE INCOME PAYMENT DETERMINED AND WHAT IS THE AIR?

WHEN ARE VARIABLE INCOME PAYMENTS DETERMINED AND HOW OFTEN WILL THEY CHANGE?

TRANSFERS
...............................................................................

CAN YOU MAKE TRANSFERS?

You can make transfers from one investment division to another or from an
investment division to a fixed income option as long as the total number of
investment divisions under your Enhanced Income Annuity is no greater than
four (or three investment divisions if a fixed income option is chosen). You
may make an unlimited number of transfers. Your request must tell us the
percentage to be transferred. You may not make a transfer from the fixed
income option to an investment division.

WHEN WILL WE MAKE TRANSFERS?

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. Except for the Enhanced unallocated Keogh Income Annuity, if we agree,
and you

C-PPA-21
<PAGE>

...............................................................
complete the form we supply, you may also authorize your sales representative
to make transfer requests on your behalf by telephone. All telephone transfers
are subject to the same procedures and limitations of liability as described
earlier in Section I.

DEDUCTIONS AND CHARGES
................................................................................

WHAT IS THE CONTRACT FEE?

There is no contract fee under the Enhanced Income Annuities.

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that annuitants may
live for a longer period of time than we estimated. Then we would be obligated
to pay more income benefits than anticipated. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Enhanced Income Annuity will be greater than we estimated.

As a result of reduced administrative expenses associated with Enhanced
Income Annuities, the sum of these charges on an annual basis (computed and
payable each Valuation Period) will not exceed .95% of the average value of the
assets in each investment division. Of this charge, we estimate that .20% is
for administrative expenses and .75% is for the mortality and expense risk.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Your Lifetime Annuity--A variable income payable during the annuitant's life.

Your Lifetime with a Guaranteed Period Annuity--A variable income payable
during the annuitant's life. If, at the death of the annuitant, payments have
been made for less than the guarantee period, payments are made to the owner of
the annuity (or the beneficiary if the owner dies before the end of the
guarantee period) for the rest of the guarantee period.

Income for a Guaranteed Period Annuity--A variable income payable for a
guarantee period (5-30 years). Payments cease at the end of the guarantee
period (which is often called a "term certain" period) even if the annuitant is
still alive. If the annuitant dies prior to the end of the guarantee period,
payments are made to the owner of the annuity (or to the beneficiary if the
owner dies before the end of the guarantee period) for the rest of the
guarantee period.

C-PPA-22
<PAGE>

...............................................................

IS THERE A FREE LOOK?
Yes. There is a Free Look when you purchase an Enhanced Income Annuity.
There is no Free Look when an Enhanced Income Annuity is the variable income
option under an Enhanced Contract. You may cancel your Enhanced Income Annuity
within 10 days after you receive it by telling us in writing. We will then
refund your purchase payment. If you purchased your Enhanced Income Annuity by
mail, you may have more time to return your Enhanced Income Annuity.

C-PPA-23
<PAGE>

SECTION III: OTHER DEFERRED ENHANCED CONTRACT AND ENHANCED INCOME ANNUITY
PROVISIONS
....................................
...........................

CAN WE CANCEL YOUR ENHANCED CONTRACT OR ENHANCED INCOME ANNUITY?

We may not cancel your Enhanced Income Annuity.

We may cancel your Enhanced Contract. If we do so for an Enhanced Contract
delivered in New York, we will return the full Account Balance for Enhanced IRA
or Non-Qualified Contracts. In all other cases, you will receive an amount
equal to what you would have received if you had requested a total withdrawal
of your Account Balance. Early withdrawal charges may apply.

We will only cancel your Enhanced Contract if we do not receive any purchase
payments for you for 36 consecutive months and your Account Balance is less
than $2,000 (except for the Enhanced unallocated Keogh Contract). We may only
cancel the Enhanced unallocated Keogh Contract if we do not receive any
purchase payments for you for 12 consecutive months and your Account Balance is
less then $15,000. We will only do so to the extent allowed by law. Certain
Enhanced Contracts do not contain these cancellation provisions.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Yes. If your plan is subject to ERISA (the Employee Retirement Income
Security Act of 1974) and you are married, the income payments, withdrawal
provisions, and methods of payment of the death benefit under your Enhanced
Contract or Enhanced Income Annuity may be subject to your spouse's rights as
described below.

Generally, the spouse must give qualified consent whenever you elect to:

a. choose income payments other than on a qualified joint and survivor
basis ("QJSA") (one under which we make payment to you during your
lifetime and then make payments reduced by no more than 50% to your
spouse for his or her remaining life, if any); or choose to waive the
qualified pre-retirement survivor annuity benefit ("QPSA") (the benefit
payable to the surviving spouse of a participant who dies with a vested
interest in an accrued retirement benefit under the plan before payment
of the benefit has begun);

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary;

d. use your accrued benefit as security for a loan.

Generally, there is no limit to the number of your elections as long as a
qualified consent is given each time. The consent to waive the QJSA must meet
certain requirements, including that it be in writing that acknowledges the
identity of the designated beneficiary and the form of benefit selected, dated,
signed by your spouse, witnessed by a notary public or plan representative and
in a form satisfactory to us. The waiver of a QJSA generally must be executed
during the 90-day period ending on the date on which income payments are to
commence, or the withdrawal or the loan is to be made, as the case may be. If
you die before benefits commence, your surviving spouse will be your
beneficiary unless he or she has given a qualified consent otherwise. The
qualified consent to waive the QPSA benefit and the beneficiary designation
must be made in writing that acknowledges the designated beneficiary, dated,
signed by your spouse, witnessed by a notary public or plan representative and
in a form satisfactory to us. Generally, there is no limit to the number of
beneficiary designations as long as a qualified consent accompanies each
designation. The waiver of and the qualified consent for the QPSA benefit
generally may not be given until the plan year in which you attain age 35. The
waiver period for the QPSA ends on the date of your death.

If your benefit is worth $3,500 or less, your plan may provide for
distribution of your entire interest in a lump sum without spousal consent.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as check-o-matic, pre-authorized systematic purchase
payments which are transfers from the Fixed Interest Account and SWIP payments,
may be confirmed quarterly.

CAN WE CHANGE THE PROVISIONS OF YOUR ENHANCED CONTRACT OR ENHANCED INCOME
ANNUITY?

Yes. We have the right to make certain changes to your Enhanced Contract or
Enhanced Income Annuity,

C-PPA-24
<PAGE>

...............................................................
but only as permitted by law. We make changes when we think they would best
serve the interest of all participants or would be appropriate in carrying out
the purposes of the Enhanced Contract or Enhanced Income Annuity. If the law
requires, we will also get your approval and that of any appropriate
regulatory authorities. Examples of the changes we may make include:

1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

5. To change the way we assess charges, but without increasing the aggregate
amount charged to the Separate Account and any currently available portfolio
in connection with the Enhanced Contracts or Enhanced Income Annuities.

6. To make any necessary technical changes in the Enhanced Contracts or
Enhanced Income Annuities in order to conform with any of the above-
described actions.

If any changes result in a material change in the underlying investments of
an investment division in which you have an Account Balance, we will notify
you of the change. You may then make a new choice of investment divisions. For
Enhanced Contracts issued in Pennsylvania (and Enhanced Income Annuities where
required by law), we will ask your approval before any technical changes are
made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

In accordance with our view of the present applicable law, we will vote the
shares of each of the portfolios held by the Separate Account (which are
deemed attributable to the Enhanced Contract or Enhanced Income Annuity) at
regular and special meetings of the shareholders of the portfolio based on
instructions received from those having the voting interest in corresponding
investment divisions of the Separate Account. However, if the 1940 Act or any
rules thereunder should be amended or if the present interpretation thereof
should change, and as a result we determine that we are permitted to vote the
shares of the portfolios in our own right, we may elect to do so.

Accordingly, you have voting interests under the Enhanced Contracts or
Enhanced Income Annuities. The number of shares held in each Separate Account
investment division deemed attributable to you is determined by dividing the
value of accumulation or annuity units attributable to you in that investment
division, if any, by the net asset value of one share in the portfolio in
which the assets in that Separate Account investment division are invested.
Fractional votes will be counted. The number of shares for which you have the
right to give instructions will be determined as of the record date for the
meeting.

Portfolio shares held in each registered separate account of MetLife or any
affiliate that are or are not attributable to life insurance policies or
annuity contracts (including the Enhanced Contracts and Enhanced Income
Annuities) and for which no timely instructions are received will be voted in
the same proportion as the shares for which voting instructions are received
by that separate account. Portfolio shares held in the general accounts or
unregistered separate accounts of MetLife or its affiliates will be voted in
the same proportion as the aggregate of (i) the shares for which voting
instructions are received and (ii) the shares that are voted in proportion to
such voting instructions. However, if we or an affiliate determine that we are
permitted to vote any such shares, in our own right, we may elect to do so
subject to the then current interpretation of the 1940 Act or any rules
thereunder.

You will be entitled to give instructions regarding the votes attributable
to your Enhanced Contract or Enhanced Income Annuity in your sole discretion.
Under the Enhanced unallocated Keogh Contract, participants may instruct you
to give us instructions regarding shares deemed attributable to their
contributions to the Enhanced Contract. Under the Enhanced unallocated Keogh
Contract, we will provide you with the number of copies of voting instruction
soliciting materials that you request so that you may furnish such materials
to participants who may give you voting instructions. Neither the Separate
Account nor MetLife has any duty to inquire as to the instructions received or
your authority to give instructions; thus, as far as the Separate Account, and
any others having voting interests in respect of the Separate Account are
concerned, such instructions are valid and effective.

C-PPA-25
<PAGE>

...............................................................

CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR ENHANCED CONTRACT OR ENHANCED INCOME ANNUITY AND DO YOU PAY A
COMMISSION ON THE PURCHASE OF YOUR ENHANCED CONTRACT OR ENHANCED INCOME
ANNUITY?

All Enhanced Contracts and Enhanced Income Annuities, certificates and
interests in the Enhanced Contracts and Enhanced Income Annuities are sold
through individuals who are our licensed life insurance sales representatives.
We are registered with the Securities and Exchange Commission as a broker-
dealer under the Securities Exchange Act of 1934, and we are a member of the
National Association of Securities Dealers, Inc. They also are sold through
other registered broker-dealers. They also may be sold through the mail and in
the case of certain Enhanced Contracts and Enhanced Income Annuities by
certain of our qualified employees.

The licensed agents and broker-dealers who sell Enhanced Contracts and
Enhanced Income Annuities and certificates and interests in the Enhanced
Contracts and Enhanced Income Annuities may be compensated for these sales by
commissions that we pay. There is no front-end sales load deducted from
purchase payments to pay sales commissions. The Separate Account also does not
pay sales commissions. The commissions we pay range from 0% to 6% depending on
the age of the participant or annuitant.

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

Yes. From time to time we advertise the performance of various Separate
Account investment divisions. This performance is stated in terms of either
"yield," "change in accumulation unit value," "change in annuity unit value"
or "average annual total return" or some combination of the foregoing. Yield,
change in accumulation unit value, change in annuity unit value and average
annual total return figures are based on historical earnings and are not
intended to indicate future performance. The yield figures quoted in
advertisements will refer to the net income generated by an investment in a
particular investment division for a thirty day period or month, which is
specified in the advertisement, and then expressed as a percentage yield of
that investment. This percentage yield is then compounded semiannually. Change
in accumulation unit value or change in annuity unit value refers to the
comparison between values of accumulation or annuity units over specified
periods in which an investment division has been in operation, expressed as a
percentage. Change in accumulation unit value or change in annuity unit value
may also be expressed as an annualized figure. In addition, change in
accumulation unit value or change in annuity unit value may be used to
illustrate performance for a hypothetical investment (such as $10,000) over
the time period specified. Yield and change in accumulation unit value figures
do not reflect the possible imposition of an early withdrawal charge of up to
7% of the amount withdrawn attributable to a purchase payment, which may
result in a lower figure being experienced by the investor. Average annual
total return differs from the change in accumulation unit value and change in
annuity unit value because it assumes a steady rate of return and reflects all
expenses and applicable early withdrawal charges. Performance figures will
vary among the various contracts and income annuities as a result of different
Separate Account charges and early withdrawal

C-PPA-26
<PAGE>

...............................................................
charges. Performance may be calculated based upon historical performance of the
underlying portfolios of the Metropolitan Fund and may assume that certain
Contracts were in existence prior to their inception date. After the inception
date, actual accumulation unit or annuity unit data is used.

Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred investments. From time to time, the Separate Account may
compare the performance of its investment divisions with the performance of
common stocks, long-term government bonds, long-term corporate bonds,
intermediate-term government bonds, Treasury Bills, certificates of deposit and
savings accounts. The Separate Account may use the Consumer Price Index in its
advertisements as a measure of inflation for comparison purposes. From time to
time, the Separate Account may advertise its performance ranking among similar
investments or compare its performance to averages as compiled by independent
organizations such as Lipper Analytical Services, Inc., Morningstar, Inc.,
VARDS (R) and The Wall Street Journal. The Separate Account may also advertise
its performance in comparison to appropriate indices, such as the Standard &
Poor's 500 Index, Lehman Brothers Aggregate Index and The Morgan Stanley
Capital International, Europe, Australia, Far East (EAFE) Index.

Performance may be shown for two investment strategies that are made
available under certain Enhanced Contracts. The first is the "Equity
Generator." Under the "Equity Generator," an amount equal to the interest
earned during a specified interval (i.e., monthly, quarterly) in the Fixed
Interest Account is transferred to the Stock Index Division or the Aggressive
Growth Division. The second technique is the "Equalizer SM." Under this
strategy, at the end of a specified period (i.e., monthly, quarterly), a
transfer is made from the Stock Index Division or the Aggressive Growth
Division to the Fixed Interest Account or from the Fixed Interest Account to
the Stock Index Division or Aggressive Growth Division in order to make the
account and the division equal in value. An "Equity Generator Return,"
"Aggressive Equity Generator Return," "Equalizer Return" or "Aggressive
Equalizer Return" will be calculated by presuming a certain dollar value at the
beginning of a period and comparing this dollar value with the dollar value,
based on historical performance, at the end of the period, expressed as a
percentage. The "Return" in each case will assume that no withdrawals have
occurred. We may also show performance for the Equity Generator and Equalizer
investment strategies using any other investment divisions for which these
strategies are made available in the future. If we do so, performance will be
calculated in the same manner as described above, using the appropriate account
and/or investment divisions.

C-PPA-27
<PAGE>

SECTION IV: TAXES
..............................................................

GENERAL

Tax laws are complex and are subject to frequent change as well as to
judicial and administrative interpretation. The following is a general summary
intended to point out what we believe to be some general rules and principles,
and not to give specific tax or legal advice. Failure to comply with the law
may result in significant penalties. For details or for advice on how the law
applies to your individual circumstances, consult your tax advisor or
attorney. You may also get information from the Internal Revenue Service.

In the opinion of our attorneys, the Separate Account and its operations
will be treated as part of MetLife, and not taxed separately. We are taxed as
a life insurance company. Thus, although the Enhanced Contracts and Enhanced
Income Annuities allow us to charge the Separate Account with any taxes or
reserves for taxes attributable to it, we do not expect that under current law
we will do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR DEFERRED ENHANCED CONTRACT?

All contributions under the Enhanced Contracts, other than contributions
under Enhanced Non-Qualified Contracts and certain other qualified Enhanced
Contracts, will be contributed on a "before-tax" basis. This means that the
purchase payments either reduce your income, entitle you to a tax deduction or
are not subject to current income tax. Because of this, Federal income taxes
are payable on the full amount of money you withdraw as well as on income
earned under the Enhanced Contract.

Enhanced Non-Qualified Contracts are issued on an "after-tax basis" so that
making purchase payments does not reduce the taxes you pay. Income earned
under the Enhanced Contracts is normally not taxed until withdrawn. Thus, that
portion of any withdrawal that represents income is taxed when you receive it,
but that portion that represents purchase payments is not, to the extent
previously taxed.

Under some circumstances certain Enhanced Contracts, accept both purchase
payments that entitle you or the owner to a current tax deduction or to an
exclusion from income and those that do not. Taxation of withdrawals depends
on whether or not you or the owner were entitled to deduct or excluded the
purchase payments from income in compliance with the Code.

The taxable portion of a distribution from an Enhanced unallocated Keogh
Contract to the participant or the participant's spouse (if she/he is the
beneficiary) that is an "eligible rollover distribution," as defined in the
Code, is subject to 20% mandatory Federal income tax withholding unless the
participant directs the trustee, insurer or custodian of the plan to transfer
all or any portion of his/her taxable interest in such plan to the trustee,
insurer or custodian of (1) an individual retirement arrangement; (2) a
qualified trust or a 403(a) annuity plan, if the distribution is from an
Enhanced unallocated Keogh Contract. An eligible rollover distribution is
generally the taxable portion of any distribution from an Enhanced unallocated
Keogh Contract, except the following: (a) a series of substantially equal
periodic payments over the life (or life expectancy) of the participant; (b) a
series of substantially equal periodic payments over the lives (or joint life
expectancies) of the participant and his/her beneficiary; (c) a series of
substantially equal periodic payments over a specified period of at least ten
years; (d) a minimum distribution required during the participant's lifetime
or the minimum amount to be paid after the participant's death; (e) refunds of
excess contributions to the plan described in (S)401(k) of the Code for
corporations and unincorporated businesses; (f) certain loans treated as
distributions under the Code; (g) the cost of life insurance coverage which is
includible in the gross income of the plan participant; and (h) any other
taxable distributions from any of these plans which are not eligible rollover
distributions.

All taxable distributions from the Enhanced unallocated Keogh Contracts that
are not eligible rollover distributions and all taxable distributions from
Enhanced IRA and Non-Qualified Contracts will be subject to Federal income tax
withholding unless the payee elects to have no withholding. The rate of
withholding is as determined by the Code and Regulations thereunder at the
time of payment.

Each type of Enhanced Contract is subject to various tax limitations.
Typically, except for the Enhanced Non-Qualified Contracts, the maximum amount
of purchase payment is limited under Federal tax law and there are limitations
on how long money can be left under the Enhanced Contracts before withdrawals
must begin. A 10% tax penalty applies to certain taxable withdrawals from the
Enhanced Contract (or in some cases from the plan or arrangement that
purchased the Enhanced Contract) before you are age 59 1/2. If a combination
of certain payments to you from certain tax-favored plans (which includes
(S)403(a) plans, (S)403(b) arrangements, individual retirement arrangements,

C-PPA-28
<PAGE>

...............................................................

SIMPLE IRAs, SEPs and tax-qualified pension and profit sharing plans) exceeds
$160,000 (for 1997), an additional penalty tax of 15% in addition to ordinary
income taxes is imposed on the excess. However, the 15% penalty tax is
suspended during the calendar years 1997, 1998 and 1999. The rules as to what
payments are subject to this provision are complex. The following paragraphs
will briefly summarize some of the tax rules on an Enhanced Contract-by-
Enhanced Contract basis, but will make no attempt to mention or explain every
single rule that may be relevant to you. We are not responsible for
determining if your plan or arrangement satisfies the requirements of the
Code.

Enhanced IRA Contracts. Annual contributions to all IRAs may not exceed the
lesser of $2,000 or 100% of your "compensation" as defined by the Code, except
"spousal IRAs" discussed below. Generally, no contributions are allowed during
or after the tax year in which you attain age 70 1/2. Contributions other than
those allowed are subject to a 6% excess contribution tax penalty. Special
rules apply to withdrawals of excess contributions. These dollar and age
limits do not apply to tax-free "rollovers" or transfers from other IRAs or
from other tax-favored plans that the Code allows.

Annual contributions are generally deductible up to the above limits if
neither you nor your spouse was an "active participant" in another qualified
retirement plan during the taxable year. You will not be treated as married
for these purposes if you lived apart for the entire taxable year and file
separate returns. If you or your spouse was an active participant in another
retirement plan, annual contributions are fully deductible if your adjusted
gross income is $25,000 or less ($40,000 for married couples filing jointly,
however never fully deductible for a married person filing separately), not
deductible if your adjusted gross income is over $35,000 ($50,000 for married
couples filing jointly, $10,000 for a married person filing separately) and
partially deductible if your adjusted gross income falls between these
amounts. If you file a joint return and you and your spouse are under age 70
1/2, you and your spouse may be able to make annual IRA contributions of up to
$4,000 ($2,000 each) to two IRAs, one in your name and one in your spouse's.
Neither can exceed $2,000, nor can it exceed your joint compensation.

Withdrawals (other than tax-free transfers or "rollovers" to other
individual retirement arrangements) before age 59 1/2 are subject to a 10% tax
penalty. This penalty does not apply to withdrawals (1) paid to a beneficiary
or your estate after your death; (2) due to your permanent disability (as
defined in the Code); (3) made in substantially equal periodic payments (not
less frequently than annually) over the life or life expectancy of you or you
and another person named by you as your beneficiary; (4) made after December
31, 1996 to pay deductible medical expenses; or (5) made after December 31,
1996 to enable certain unemployed persons to pay medical insurance premiums.
If you are under age 59 1/2 and are receiving SWIP payments that you intend to
qualify as a series of substantially equal periodic payments under (S)72(t) or
(S)72(q) of the Code and thus not subject to the 10% tax penalty, any
modifications to your SWIP payments before age 59 1/2 or five years after
beginning SWIP payments will result in the retroactive imposition of the 10%
tax penalty. You should consult with your tax adviser to determine whether you
are eligible to rely on any exceptions to the 10% tax penalty before you elect
to receive any SWIP payments or make any modification to your SWIP payments.

If you made both deductible and non-deductible contributions, a partial
withdrawal will be treated as a pro-rata withdrawal of both, based on all of
your IRAs (not just the Enhanced IRA Contracts). The portion of the withdrawal
attributable to non-deductible contributions (but not the earnings on them) is
a nontaxable return of principal, and the 10% tax penalty does not apply. You
must keep track of which contributions were deductible and which weren't, and
make annual reports to the IRS if non-deductible contributions were made.

Withdrawals may be transferred to another IRA without Federal tax
consequences if Code requirements are met. Your Enhanced Contract is not
forfeitable and you may not transfer it.

Your entire interest in the Enhanced IRA Contract must be withdrawn or begun
to be withdrawn generally by April 1 of the calendar year following the year
in which you reach age 70 1/2 and a tax penalty of 50% applies to withdrawals
which should have been made but were not. Complex rules apply to the timing
and calculation of these withdrawals. Other complex rules apply to how rapidly
withdrawals must be made after your death. Generally, if you die before the
required withdrawals have begun, we must make payment of your entire interest
under the Enhanced Contract within five years of the year in which you died or
begin payments under an income annuity allowed by the Code to your beneficiary
over his or her lifetime or over a period not beyond your beneficiary's life
expectancy starting by the December 31 of the year following the year in which
you die. If your spouse is your beneficiary and, if your Enhanced Contract
permits, payments may be made over your spouse's lifetime or over a period not
beyond your spouse's life expectancy starting by the December 31 of the year
in which you would have reached age 70 1/2, if later. If

C-PPA-29
<PAGE>

...............................................................
your beneficiary is your spouse, he or she may elect to continue the Enhanced
IRA Contract as his or her own Enhanced IRA Contract after your death. If you
die after the required withdrawals have begun, payments must continue to be
made at least as rapidly as under the method of distribution that was used as
of the date of your death.

The IRS allows you to aggregate the amount required to be withdrawn from
each individual retirement arrangement you own and to withdraw this amount in
total from any one or more of the individual retirement arrangements you own.

Enhanced Unallocated Keogh Contract. Pension and profit-sharing plans
satisfying certain Code provisions are considered to be "Keogh" plans. Complex
rules apply to the establishment and operation of such plans, including the
amounts that may be contributed under them. Excess contributions are subject
to a 10% penalty. Special rules apply to the withdrawal of excess
contributions.

Withdrawals before age 59 1/2 are subject to a 10% tax penalty (this does
not apply to the return of any non-deductible purchase payments). This penalty
does not apply to withdrawals (1) paid to a beneficiary or your estate after
your death; (2) due to your permanent disability (as defined in the Code); (3)
made in substantially equal periodic payments (not less frequently than
annually) over the life or life expectancy of you or you and another person
named by you where such payments begin after separation from service; (4) made
to you after you separate from service with your employer after age 55; or (5)
made to you on account of deductible medical expenses (whether or not you
actually itemize deductions).

Under rules similar to those described above for TSAs, for taxable years
after 1996, if you do not have a 5% or more ownership interest in your
employer, withdrawals of your entire interest under the Enhanced Contract must
be made or begun to be made beginning no later than the April 1 of the
calendar year following the later of: the year in which you reach age 70 1/2
or, to the extent permitted under your plan or contract, the year you retire.
Also, if you die before required withdrawals have begun, the entire interest
in the Contract generally must be paid within five years of the year in which
you died.

If your benefit under the Keogh plan is worth more than $3,500, the Code
requires that your income annuity protect your spouse if you die before you
receive any payments under the annuity or if you die while payments are being
made. You may waive these requirements with the written consent of your
spouse. Designating a beneficiary other than your spouse is considered a
waiver. Waiving these requirements may cause your monthly benefit to increase
during your lifetime.

Enhanced Non-Qualified Contracts. No limits apply under the Code to the
amount of purchase payments that you may make. Tax on income earned under the
Enhanced Contracts is generally deferred until it is withdrawn only if you as
owner of the Enhanced Contract are an individual (or are treated as a natural
person under certain other circumstances specified by the Code). The following
discussion assumes that this is the case.

Any withdrawal is generally treated as coming first from earnings (and thus
subject to tax) and next from your contributions (and a nontaxable return of
principal) only after all earnings are paid out. This rule does not apply to
payments made under income annuities, however. Such payments are subject to an
"exclusion ratio" which determines how much of each payment is a non-taxable
return of your contributions and how much is a taxable payment of earnings.
Once the total amount treated as a return of your contributions equals the
amount of such contributions, all remaining payments are fully taxable. If you
die before all contributions are returned, the unreturned amount may be
deductible on your final income tax return or deductible by your beneficiary
if payments continue after your death. We will tell the purchaser of an income
annuity what your contributions were and how much of each income payment is a
non-taxable return of contributions.

Withdrawals (other than tax-free exchanges to other non-qualified contracts)
before you are age 59 1/2 are subject to a 10% tax penalty. This penalty does
not apply to withdrawals (1) paid to a beneficiary or your estate after your
death; (2) due to your permanent disability (as defined in the Code); or (3)
made in substantially equal periodic payments (not less frequently than
annually) over the life or life expectancy of you or you and another person
named by you as your beneficiary.

Your Enhanced Non-Qualified Contract may be exchanged for another non-
qualified contract without incurring Federal income taxes if Code requirements
are met. Under the Code, withdrawals need not be made by a particular age.
However, It is possible that the Internal Revenue Service may determine that
the Contract must be surrendered or income payments must commence by a certain
age, e.g., 85 or older. If you die before payments under an income annuity
begins, we must make payment of your entire interest under the Enhanced
Contract within five years of the date of your death or begin payments under
an income annuity

C-PPA-30
<PAGE>

...............................................................
allowed by the Code to your beneficiary within one year of your death. If your
spouse is your beneficiary or a co-owner of the Enhanced Non-Qualified
Contract, this rule does not apply. If you die after income payments begin,
payments must continue to be made at least as rapidly as under the method of
distribution that was used at the time of your death.

The federal tax law treats all non-qualified contracts issued after October
21, 1988 by the same company (or its affiliates) to the same owner during any
one calendar year as one annuity contract. This may result in more income being
taxed to you on withdrawals from the Enhanced Contract made then would
otherwise be the case. Although the law is not clear, the aggregation rule may
also adversely affect the tax treatment of payments received under an income
annuity where the owner has purchased more than one non-qualified annuity
during the same calendar year from the same or an affiliated company after
October 21, 1988, and is not receiving income payments from all annuities at
the same time.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR ENHANCED INCOME ANNUITY?

All purchase payments under the Enhanced Income Annuities, other than
purchase payments under Enhanced Non-Qualified Income Annuities and purchase
payments consisting of non-deductible contributions under Enhanced IRA Income
Annuities, will be on a "before-tax" basis. This means that the purchase
payment was either a reduction from income, entitled you to a tax deduction or
was not subject to current income tax. Because of this, Federal income taxes
are payable on the full amount of money paid as income payments under the
Enhanced Income Annuity.

The Enhanced Non-Qualified Income Annuities are issued on an "after-tax
basis" so that making a purchase payment does not reduce the taxes you pay.
That portion of any income payment that represents income is taxed when you
receive it, but that portion that represents the purchase payment is a
nontaxable return of principal.

The Enhanced IRA Income Annuities and under some circumstances certain other
Enhanced Income Annuities accept both purchase payments that have entitled you
or the owner to a current tax deduction or to a reduction in taxable income and
those that do not. Taxation of income payments depends on whether or not you or
the owner were entitled to deduct or exclude from income the purchase payment
in compliance with the Code.

All taxable income payments will be subject to Federal income tax withholding
unless the payee elects to have no withholding. The rate of withholding is as
determined by the Code at the time of payment.

Income payments that are allowed before you are age 59 1/2 are generally
subject to an additional 10% tax penalty on the taxable portion of the income
payment. This penalty does not apply to income payments (1) paid to a
beneficiary or your estate after your death; (2) due to your permanent
disability (as defined in the Code); (3) made in substantially equal periodic
payments (not less frequently than annually) over the life or life expectancy
of you or you and another person named by you (however, for Keogh plans, you
must also be separated from service when payments begin) or (4) under an
Enhanced Non-Qualified Income Annuity purchased with a single purchase payment
which provides for substantially equal periodic payments (to be made not less
frequently than annually) commencing no later than one year from the purchase
date. Additionally, under Keogh plans the penalty does not apply to income
payments (1) made to you after you separate from service with your employer
after age 55; (2) made to you on account of deductible medical expenses
(whether or not you actually itemize deductions; or (3) made to an "alternate
payee" under a "qualified domestic relations order" (normally a spouse or ex-
spouse). There is a possibility that if you make transfers as described earlier
in this Prospectus before age 59 1/2 or within five years of the purchase of
the Enhanced Income Annuity, the exercise of the transfer provision may cause
the retroactive imposition of this tax.

If a combination of certain income payments to you from certain tax-favored
plans (which includes (S)403(a) plans, (S)403(b) arrangements, individual
retirement arrangements, SIMPLE IRAs, SEPs and tax-qualified pension and profit
sharing plans) exceeds $160,000 (for 1997), a penalty tax of 15% in addition to
ordinary income taxes is imposed on the excess. However, the 15% penalty tax is
suspended during the calendar years 1997, 1998 and 1999. The rules as to what
payments are subject to this provision are complex. The following paragraphs
will briefly summarize some of the tax rules, but we will make no attempt to
mention or explain every single rule that may be relevant to you. We are not
responsible for determining if your plan or arrangement satisfies the
requirements of the Code.

You must generally begin receiving distributions under the Enhanced IRA
Annuities no later than the April 1 of the calendar year following the year in
which you reach age 70 1/2 and a tax penalty of 50% applies to payments which
should have been made but were not. (For taxable years after 1996, if you do
not have a 5% or more ownership interest in your employer, distributions for
Keogh Income Annuities must generally begin no later than April 1 of the
calendar year following the later of: the year in which you reach 70 1/2 or, to
the extent permitted under your plan or contract, the year

C-PPA-31
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...............................................................

you retire.) Complex rules apply to the timing and calculation of these income
payments. Other complex rules apply to how rapidly income payments must be
made after your death. If you die before income payments begin under an
Enhanced Income Annuity, the Code generally requires that your entire interest
under the Income Annuity be paid within five years of the year in which you
died. If you die before income payments begin, we will pay your entire
interest under the Income Annuity to your beneficiary in a lump sum after we
receive proof of your death. If you die after income payments begin, payments
must continue to be made in accordance with the income type selected. The Code
requires that payments continue to be made at least as rapidly as under the
method of distribution that was used as of the date of your death.

If your benefit under a plan subject to the Retirement Equity Act (REA) is
worth more than $3,500, the Code requires that your Enhanced Income Annuity
protect your spouse if you die before you receive any income payments under
the Enhanced Income Annuity or if you die while income payments are being
made. If your Enhanced Income Annuity is subject to the REA, your spouse has
certain rights which may be waived with the written consent of your spouse.
Waiving these requirements will cause your initial monthly benefit to
increase.

Enhanced Non-Qualified Income Annuities. The following discussion assumes
that you are an individual (or are treated as a natural person under certain
other circumstances specified in the Code).

If you die before income payments begin, the Code generally requires payment
of your entire interest in the Enhanced Income Annuity be made within five
years of the date of your death. If you die before income payments begin, we
will pay your entire interest under the Income Annuity to your beneficiary in
a lump sum after we receive proof of your death. If you die after income
payments begin, payments must continue to be made at least as rapidly as under
the method of distribution before your death, in accordance with the income
type selected.

C-PPA-32
<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

C-PPA-33
<PAGE>

APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and Income Annuities and the applicable annuity
tax rates:

<TABLE>
<CAPTION>
IRA, SIMPLE IRA
AND SEP NON-QUALIFIED
TSA CONTRACTS CONTRACTS AND KEOGH AND 403(A) PEDC CONTRACTS CONTRACTS AND
AND INCOME INCOME CONTRACTS AND AND INCOME INCOME
ANNUITIES ANNUITIES(1) INCOME ANNUITIES ANNUITIES(2) ANNUITIES
------------- --------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
California.............. 0.5% 0.5%(3) 0.5% 2.35% 2.35%
District of Columbia.... 2.25% 2.25% 2.25% 2.25% 2.25%
Kansas.................. -- -- -- -- 2.0%
Kentucky................ 2.0% 2.0% 2.0% 2.0% 2.0%
Maine................... -- -- -- -- 2.0%
Nevada.................. -- -- -- -- 3.5%
Puerto Rico............. 1.0% 1.0% 1.0% 1.0% 1.0%
South Dakota............ -- -- -- -- 1.25%
U.S. Virgin Islands..... 5.0% 5.0% 5.0% 5.0% 5.0%
West Virginia........... 1.0% 1.0% 1.0% 1.0% 1.0%
Wyoming................. -- -- -- -- 1.0%
</TABLE>
- -------

C-PPA-34
<PAGE>

INDEX
<TABLE>
<CAPTION>
C-PPA
<S> <C>
ACCOUNT BALANCE................................................................
ACCUMULATION UNIT VALUES.......................................................
Calculation..................................................................
ANNUAL CONTRACT FEE............................................................
ANNUITY TAXES..................................................................
ANNUITY UNITS..................................................................
ASSUMED INVESTMENT RATE........................................................
AUTOMATIC PAYROLL DEDUCTION....................................................
AVERAGE ANNUAL TOTAL RETURN....................................................
CANCELLATION...................................................................
CHANGE IN ACCUMULATION UNIT VALUE..............................................
CHANGE IN ANNUITY UNIT VALUE...................................................
CHECK-O-MATIC..................................................................
COMMISSION.....................................................................
CONFIRMATION...................................................................
CONTRACT YEAR..................................................................
DEATH BENEFIT..................................................................
DESIGNATED OFFICE..............................................................
DISABILITY.....................................................................
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)..................................
ENHANCED CONTRACTS.............................................................
ENHANCED INCOME ANNUITIES......................................................
EQUALIZER SM...................................................................
EQUITY GENERATOR SM ...........................................................
ERISA..........................................................................
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES.......................................
Certain Purchase Payments....................................................
Death........................................................................
Disability: Enhanced Unallocated Keogh Contract..............................
Federal Taxes................................................................
Free Corridor--All other Contracts...........................................
Free Corridor--Enhanced Unallocated Keogh Contract...........................
Free Look....................................................................
Income Annuity...............................................................
Plan Termination.............................................................
Preapproved Investment Vehicles--Enhanced Unallocated Keogh Contract.........
Retirement--Enhanced Contracts...............................................
Retirement--Enhanced Unallocated Keogh Contract..............................
Separation from Service......................................................
Systematic Termination--Enhanced Unallocated Keogh Contract..................
Transfers....................................................................
Transfers from other MetLife Contracts.......................................
Nursing Home or Terminal Illness.............................................
EXPERIENCE FACTOR..............................................................
FIXED INCOME OPTION............................................................
FREE CORRIDOR..................................................................
FREE LOOK......................................................................
GENERAL ADMINISTRATIVE EXPENSES CHARGE.........................................
ENHANCED INCOME ANNUITIES......................................................
Administration...............................................................
Annuity Unit Value...........................................................
Annuity Taxes................................................................
Assumed Investment Rate......................................................
Contract Fee.................................................................
Free Look....................................................................
General Administrative Expenses Charge.......................................
Income Types.................................................................
Investment Choices...........................................................
</TABLE>

C-PPA-35
<PAGE>

<TABLE>
<CAPTION>
C-PPA
<S> <C>
Mortality and Expense Risk Charge............................................
Income for Two Lives.........................................................
Income for Two Lives with a Guaranteed Period Annuity........................
Income for Two Lives with Refund Annuity.....................................
Your Lifetime Annuity........................................................
Your Lifetime with a Guaranteed Period Annuity...............................
Your Lifetime with Refund Annuity............................................
Income for a Guaranteed Period...............................................
Purchase Payment.............................................................
Transfers....................................................................
Taxes........................................................................
Valuation Period.............................................................
INCOME OPTIONS.................................................................
Fixed Income Option..........................................................
Variable Income Option.......................................................
ENHANCED INDIVIDUAL RETIREMENT ANNUITIES.......................................
INVESTMENT CHOICES.............................................................
Aggressive Growth Portfolio..................................................
Diversified Portfolio........................................................
Growth Portfolio.............................................................
Income Portfolio.............................................................
International Stock Portfolio................................................
Stock Index Portfolio........................................................
ENHANCED UNALLOCATED KEOGH CONTRACT............................................
MANAGEMENT FEES................................................................
MORTALITY AND EXPENSE RISK CHARGE..............................................
NURSING HOME OR TERMINAL ILLNESS...............................................
ENHANCED NON-QUALIFIED CONTRACT................................................
PERFORMANCE....................................................................
PLAN TERMINATION...............................................................
PURCHASE PAYMENTS (CONTRIBUTIONS)..............................................
REBALANCER SM..................................................................
RETIREMENT.....................................................................
SALES LOAD.....................................................................
SALES REPRESENTATIVES..........................................................
SEPARATE ACCOUNT...............................................................
SEPARATION FROM SERVICE........................................................
SUMMARY........................................................................
SYSTEMATIC TERMINATION.........................................................
SYSTEMATIC WITHDRAWAL INCOME PROGRAM...........................................
TAXES..........................................................................
General--all markets.........................................................
Enhanced IRA Contracts.......................................................
Enhanced Unallocated Keogh Contracts.........................................
Enhanced Non-Qualified Contracts.............................................
TELEPHONE REQUESTS.............................................................
TOTAL OPERATING EXPENSES.......................................................
TRANSFERS......................................................................
VALUATION PERIOD...............................................................
VOTING RIGHTS..................................................................
WITHDRAWALS....................................................................
YIELD..........................................................................
</TABLE>

C-PPA-36
<PAGE>

REQUEST FOR A STATEMENT OF ADDITIONAL INFORMATION/CHANGE OF ADDRESS

If you would like any of the following Statements of Additional Information, or
have changed your address, please check the appropriate box below and return to
the address below.

[_] Metropolitan Life Separate Account E, Metropolitan Series Fund, Inc.

[_] I have changed my address. My CURRENT address is:

Name:
- ------------------------- -------------------------------------------------
(Contract Number)
Address:
-------------------------------------------------

- ------------------------- -------------------------------------------------
(Signature) zip

METROPOLITAN LIFE INSURANCE COMPANY

ATTN: GRACE SHANAHAN
RETIREMENT AND SAVINGS CENTER, AREA 2H
ONE MADISON AVENUE
NEW YORK, NY 10010

<PAGE>

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

Financial Freedom Account Prospectus

May 1, 1997

[LOGO]MetLife(R)
<PAGE>

Enhanced Preference Plus (R) Prospectus

May 1, 1997

[LOGO]MetLife(R)
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

ENHANCED TSA, ENHANCED NON-QUALIFIED, ENHANCED IRA, ENHANCED PEDC AND ENHANCED
403(a) PREFERENCE PLUS AND FINANCIAL FREEDOM ACCOUNT
GROUP ANNUITY CONTRACTS

ISSUED BY
METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes group Enhanced TSA, Enhanced Non-Qualified,
Enhanced Individual Retirement, Enhanced Public Employee Deferred Compensation
Annuities and Enhanced 403(a) Preference Plus and Financial Freedom Account
Contracts ("Enhanced Preference Plus Contracts," "FFA Contracts" or
collectively "Contracts") and group Enhanced TSA, Enhanced Non-Qualified,
Enhanced Individual Retirement, Enhanced Public Employee Deferred Compensation
Annuities and Enhanced 403(a) Preference Plus and Financial Freedom Account
Income Annuities ("Enhanced Preference Plus Income Annuities" or "FFA Income
Annuities" or collectively "Income Annuities").

The Enhanced Non-Qualified Preference Plus and FFA Contracts and Enhanced
Non-Qualified Preference Plus and FFA Income Annuities for (S)457(e)(11)
severance and death benefit plans have special tax risks. See "Special Tax
Considerations for Non-Qualified Contract for (S)457(e)(11) Severance and
Death Benefit Plans," page FFA-41 and "Special Tax Considerations for Non-
Qualified Income Annuity for (S)457(e)(11) Severance and Death Benefit Plans,"
page FFA-45. These Contracts and Income Annuities are no longer currently
offered for purchase.

Group Contracts and Income Annuities may only be purchased through your
employer, or a group, association or trust of which you are a member or
participant or by a trust for the benefit of independent contractors or
employees of the grantor of the trust.

You decide where your purchase payments are directed. The choices depend on
what is available under your Contract and may include the Fixed Interest
Account, and, through Metropolitan Life Separate Account E, the Income,
Diversified, Stock Index, Growth, Aggressive Growth and International Stock
Portfolios of the Metropolitan Series Fund, Inc. ("Metropolitan Fund"), the
Calvert Responsibly Invested Balanced Portfolio ("Calvert Balanced Portfolio")
and Calvert Responsibly Invested Capital Accumulation Portfolio ("Calvert
Capital Accumulation Portfolio") of the Acacia Capital Corporation and the
Money Market, Equity-Income, Growth and Overseas Portfolios of the Variable
Insurance Products Fund ("VIP") and the Investment Grade Bond and Asset
Manager Portfolios of the Variable Insurance Products Fund II ("VIPII"). VIP
together with VIPII are the "Fidelity Funds".

The Prospectus for the Metropolitan Fund is attached to the back of your
Prospectus. The Prospectuses for the Calvert Balanced Portfolio, Calvert
Capital Accumulation and the Fidelity Funds are delivered separately.

THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS FOR THE
METROPOLITAN FUND, AND ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR CALVERT
BALANCED PORTFOLIO, CALVERT CAPITAL ACCUMULATION PORTFOLIO AND BOTH OF THE
FIDELITY FUNDS, WHERE APPLICABLE, WHICH CONTAIN ADDITIONAL INFORMATION AND
WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

The Prospectus sets forth concisely information about the Contracts and
Income Annuities and Separate Account E that you should know before investing.
Additional information about the Contracts and Income Annuities and Separate
Account E has been filed with the Securities and Exchange Commission in a
Statement of Additional Information which is incorporated herein by reference
and which is available upon request without charge from Metropolitan Life
Insurance Company, Retirement and Savings Center, Area 2H, One Madison Avenue,
New York, NY 10010, Attention: Grace Shanahan. Inquiries may be made to
Metropolitan Life Insurance Company, One Madison Avenue, New York, New York
10010, Attention: Retirement and Savings Center. The table of contents of the
Statement of Additional Information appears on page FFA-47.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1997.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
INDEX OF SPECIAL TERMS.................................................. FFA- 4
TABLES OF EXPENSES...................................................... FFA- 5
SUMMARY................................................................. FFA-10
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION BY CONTRACT....... FFA-12
FINANCIAL STATEMENTS.................................................... FFA-15
OUR COMPANY AND THE SEPARATE ACCOUNT.................................... FFA-16
Who Is MetLife?....................................................... FFA-16
What Is The Separate Account?......................................... FFA-16
THE DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS..................... FFA-17
What Are The Contracts?............................................... FFA-17
May The Contracts Be Affected By Your Retirement Plan?................ FFA-17
YOUR INVESTMENT CHOICES................................................. FFA-17
What Are The Investment Choices And How Do We Provide Them?........... FFA-17
PURCHASE PAYMENTS....................................................... FFA-20
Are There Special Rules Concerning The First Payment And Other Admin-
istrative Details That You Should Know?.............................. FFA-20
How Small Or Large Can Your Purchase Payment Be?...................... FFA-20
How Are Purchase Payments Allocated?.................................. FFA-20
Are There Any Limits On Subsequent Purchase Payments?................. FFA-20
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............... FFA-21
What Is An Accumulation Unit Value?................................... FFA-21
How Is An Accumulation Unit Value Calculated?......................... FFA-21
WITHDRAWALS AND TRANSFERS............................................... FFA-21
Can You Make Withdrawals And Transfers?............................... FFA-21
When Will We Make Withdrawals Or Transfers?........................... FFA-21
Can You Make Payments Directly To Other Investments On A Tax-free Ba-
sis?................................................................. FFA-21
What Restrictions Apply To Texas Optional Retirement Program Partici-
pants?............................................................... FFA-22
What Restrictions Apply To TSA Contracts?............................. FFA-22
Can You Make Transfers By Telephone?.................................. FFA-22
Can You Make Systematic Withdrawals?.................................. FFA-22
From Which Investment Divisions Will Withdrawals Be Made For SWIP Pay-
ments?............................................................... FFA-22
Will You Pay An Early Withdrawal Charge (Sales Load) When You Receive
A SWIP Payment?...................................................... FFA-22
Can Minimum Distribution Payments Be Made On A Periodic Basis?........ FFA-23
DEDUCTIONS AND CHARGES.................................................. FFA-23
Are There Annual Contract Charges?.................................... FFA-23
What Are Charges For General Administrative Expenses And The Mortality
And Expense Risk And How Much Are They?.............................. FFA-23
Are There Deductions For Annuity Taxes And When Are They Paid?........ FFA-23
What Is The Early Withdrawal Charge (Sales Load)?..................... FFA-23
What Is The Early Withdrawal Charge For The Enhanced TSA, Enhanced
403(a), Enhanced Non-Qualified, Enhanced PEDC and Enhanced IRA Pref-
erence Plus Contracts?............................................... FFA-23
What Is The Early Withdrawal Charge For Enhanced Non-Qualified Prefer-
ence Plus Contracts For (S)457(f) Deferred Compensation Plans, (S)451
Deferred Fee Arrangements, (S)451 Deferred Compensation Plans And
(S)457 (e)(11) Severance And Death Benefit Plans And FFA Contracts?.. FFA-24
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES................................ FFA-24
Can You Make Withdrawals Or Transfers From The Enhanced TSA, Enhanced
403(a), Enhanced Non-Qualified, Enhanced PEDC And Enhanced IRA Pref-
erence Plus Contracts Without Early Withdrawal Charges?.............. FFA-24
DEATH BENEFIT........................................................... FFA-26
What Is The Death Benefit?............................................ FFA-26
When And To Whom Will The Death Benefit Be Paid?...................... FFA-26
</TABLE>

FFA-2
<PAGE>

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
INCOME OPTIONS.......................................................... FFA-26
Can MetLife Provide You With An Income Guaranteed For Life Or For A
Wide Choice Of Other Periods?........................................ FFA-26
What Types Of Income Options Are Available?........................... FFA-26
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS........................... FFA-27
What Are Income Annuities?............................................ FFA-27
May The Income Annuity Be Affected By Your Retirement Plan?........... FFA-27
What Are The Investment Choices?...................................... FFA-27
ADMINISTRATION.......................................................... FFA-27
What Administrative Details Should You Know?.......................... FFA-27
How Small Or Large Can Your Purchase Payment Be?...................... FFA-27
How is the Purchase Payment Allocated?................................ FFA-28
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS....................... FFA-28
What Is An Annuity Unit Value?........................................ FFA-28
How Is An Annuity Unit Value Calculated?.............................. FFA-28
How Is A Variable Income Payment Determined And What Is The AIR?...... FFA-28
When Are Variable Income Payments Determined And How Often Will They
Change?.............................................................. FFA-28
TRANSFERS............................................................... FFA-28
Can You Make Transfers?............................................... FFA-28
When Will We Make Transfers?.......................................... FFA-28
Can You Make Transfers By Telephone?.................................. FFA-29
DEDUCTIONS AND CHARGES.................................................. FFA-29
What Is The Contract Fee?............................................. FFA-29
What Are The Charges For General Administrative Expenses And The Mor-
tality And Expense Risk And How Much Are They?....................... FFA-29
Are There Deductions For Annuity Taxes?............................... FFA-29
What Variable Income Types Are Available?............................. FFA-29
Is There A Free Look?................................................. FFA-30
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS................... FFA-31
Can We Cancel Your Contract Or Income Annuity?........................ FFA-31
Are There Special Provisions That Apply If You Are A Participant In A
Plan Subject To ERISA?............................................... FFA-31
When Are Your Requests Effective?..................................... FFA-31
Will We Confirm Your Transactions?.................................... FFA-32
Can We Change The Provisions Of Your Contract Or Income Annuity?...... FFA-32
What Are Your Voting Rights Regarding Portfolio Shares?............... FFA-32
Can Your Voting Instructions Be Disregarded?.......................... FFA-33
Who Sells Your Contract Or Income Annuity And Do You Pay A Commission
On The Purchase Of Your Contract Or Income Annuity?.................. FFA-33
Does MetLife Advertise The Performance Of The Separate Account?....... FFA-33
TAXES................................................................... FFA-36
General............................................................... FFA-37
How Do Federal Income Taxes Affect Your Deferred Contract?............ FFA-37
How Do Federal Income Taxes Affect Your Income Annuity?............... FFA-42
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............ FFA-46
APPENDIX................................................................ FFA-47
</TABLE>

FFA-3
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- ------
<S> <C>
Account Balance.......................................................... FFA-10
Accumulation Units....................................................... FFA-21
Annuity Units............................................................ FFA-29
Assumed Investment Rate.................................................. FFA-29
Contract Year............................................................ FFA-20
Contracts................................................................ FFA- 1
Designated Office........................................................ FFA-20
Early Withdrawal Charge.................................................. FFA-23
Enhanced Preference Plus Contracts....................................... FFA- 1
Enhanced Preference Plus Income Annuities................................ FFA- 1
Experience Factor........................................................ FFA-21
Financial Freedom Account Contracts...................................... FFA- 1
Financial Freedom Account Income Annuities............................... FFA- 1
Free Corridor............................................................ FFA-24
Income Annuities......................................................... FFA- 1
Separate Account......................................................... FFA-10
Systematic Termination................................................... FFA-25
Systematic Withdrawal Income Program..................................... FFA-22
Valuation Period......................................................... FFA-21
</TABLE>

FFA-4
<PAGE>

TABLE OF EXPENSES--ENHANCED TSA, ENHANCED NON-QUALIFIED, ENHANCED IRA, ENHANCED
PEDC AND ENHANCED 403(A) PREFERENCE PLUS CONTRACTS AND INCOME ANNUITIES

The following table illustrates Separate Account, Metropolitan Fund, Calvert
Balanced Portfolio, Calvert Capital Accumulation Portfolio and Fidelity Funds
expenses for the fiscal year ending December 31, 1996:

<TABLE>
<S> <C>
CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS
CURRENTLY OFFERED
Sales Load Imposed on Purchases................................... None
Deferred Sales Load............................................... From 0% to
(as a percentage of the purchase payment funding the withdrawal 7%(a)
during the accumulation period)
Exchange Fee...................................................... None
Surrender Fee..................................................... None
ANNUAL CONTRACT FEE................................................ None
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Charge............................ .20%(b)
Mortality and Expense Risk Charge................................. .75%(b)
Total Separate Account Annual Expenses............................ .95%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
</TABLE>
<TABLE>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(c) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Income Portfolio.................................. .25
Diversified Portfolio............................. .25
Stock Index Portfolio............................. .25
Growth Portfolio.................................. .25
Aggressive Growth Portfolio....................... .75
International Stock Portfolio..................... .75
</TABLE>

<TABLE>
<S> <C> <C> <C>
MANAGEMENT OTHER TOTAL
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES(D) FEES EXPENSES -----
---------- --------
(as a percentage of average net assets)
<CAPTION>
<S> <C> <C> <C>
CALVERT CAPITAL ACCUMULATION PORTFOLIO ANNUAL MANAGEMENT OTHER TOTAL
EXPENSES(E) FEES EXPENSES -----
---------- --------
(as a percentage of average net assets)
<CAPTION>
<S> <C> <C> <C>
FIDELITY FUNDS ANNUAL EXPENSES(F)
(as a percentage of average net assets)
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
Equity-Income Portfolio.............................
Growth Portfolio....................................
Overseas Portfolio..................................
Investment Grade Bond Portfolio.....................
Asset Manager Portfolio.............................
</TABLE>

FFA-5
<PAGE>

EXAMPLE
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
If you surrender your Contract at the end of
the applicable time period:
You would pay the following expenses on
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $ $ $ $
Diversified Division........................
Stock Index Division........................
Growth Division.............................
Aggressive Growth Division..................
International Stock Division................
Calvert Responsibly Invested Balanced Divi-
sion.......................................
Calvert Responsibly Invested Capital Accumu-
lation Division............................
Fidelity Equity-Income Division.............
Fidelity Growth Division....................
Fidelity Overseas Division..................
Fidelity Investment Grade Bond Division.....
Fidelity Asset Manager Division.............
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(g):
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $ $ $ $
Diversified Division........................
Stock Index Division........................
Growth Division.............................
Aggressive Growth Division..................
International Stock Division................
Calvert Responsibly Invested Balanced Divi-
sion.......................................
Calvert Responsibly Invested Capital Accumu-
lation Division............................
Fidelity Equity-Income Division.............
Fidelity Growth Division....................
Fidelity Overseas Division..................
Fidelity Investment Grade Bond Division.....
Fidelity Asset Manager Division.............
</TABLE>

FFA-6
<PAGE>

TABLE OF EXPENSES--FFA CONTRACTS AND INCOME ANNUITIES

<TABLE>
<S> <C>
CONTRACTOWNER TRANSACTION EXPENSES FOR ALL INVESTMENT DIVISIONS CUR-
RENTLY OFFERED
Sales Load Imposed on Purchases....................................... None
Deferred Sales Load................................................... None
Exchange Fee.......................................................... None
Surrender Fee......................................................... None
ANNUAL CONTRACT FEE.................................................... None
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Charge............................... .20%(b)
Mortality and Expense Risk Charge.................................... .75%(b)
Total Separate Account Annual Expenses............................... .95%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(c) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Income Portfolio............................... .25
Diversified Portfolio.......................... .25
Stock Index Portfolio.......................... .25
Growth Portfolio............................... .25
Aggressive Growth Portfolio.................... .75
International Stock Portfolio.................. .75
MANAGEMENT OTHER TOTAL
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES(d) FEES EXPENSES -----
---------- --------
(as a percentage of average net assets)
<CAPTION>
<S> <C> <C> <C>
CALVERT CAPITAL ACCUMULATION PORTFOLIO ANNUAL MANAGEMENT OTHER TOTAL
EXPENSES(E) FEES EXPENSES -----
---------- --------
(as a percentage of average net assets)
<CAPTION>
<S> <C> <C> <C>
FIDELITY FUNDS ANNUAL EXPENSES(f)
(as a percentage of average net assets)
</TABLE>
<TABLE>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Money Market Portfolio........................
Equity-Income Portfolio.......................
Growth Portfolio..............................
Overseas Portfolio............................
Investment Grade Bond Portfolio...............
Asset Manager Portfolio.......................
</TABLE>

FFA-7
<PAGE>

EXAMPLE
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
If you surrender your Contract at the end of
the applicable time period:
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $ $ $ $
Diversified Division........................
Stock Index Division........................
Growth Division.............................
Aggressive Growth Division..................
International Stock Division................
Calvert Responsibly Invested Balanced Divi-
sion........................................
Calvert Responsibly Invested Capital Accumu-
lation Division.............................
Fidelity Money Market Division..............
Fidelity Equity-Income Division.............
Fidelity Growth Division....................
Fidelity Overseas Division..................
Fidelity Investment Grade Bond Division.....
Fidelity Asset Manager Division.............
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(g):
You would pay the following expenses on a
$1,000 investment in each investment division
listed below, assuming 5% annual return on
assets:
Income Division............................. $ $ $ $
Diversified Division........................
Stock Index Division........................
Growth Division.............................
Aggressive Growth Division..................
International Stock Division................
Calvert Responsibly Invested Balanced Divi-
sion........................................
Calvert Responsibly Invested Capital Accumu-
lation Division.............................
Fidelity Money Market Division..............
Fidelity Equity-Income Division.............
Fidelity Growth Division....................
Fidelity Overseas Division..................
Fidelity Investment Grade Bond Division.....
Fidelity Asset Manager Division.............
</TABLE>

- -------
(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges," page
FFA-23) does not apply to 10% or 20% of the Account Balance. Under certain
other circumstances, the deferred sales load does not apply at all. There
is no deferred sales load imposed under the Enhanced Non-Qualified
Preference Plus Contract for (S)457(f) deferred compensation plans, (S)451
deferred fee arrangements, (S)451 deferred compensation plans and
(S)457(e)(11) severance and death benefit plans.
(b) Although total Separate Account annual expenses will not exceed .95% of
average account values during the year, the allocation of these expenses
between general administrative expenses and the mortality and expense risk
charges is only an estimate. (See "Deductions and Charges," page FFA-23.)
(c) Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Fund
other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses.

FFA-8
<PAGE>

(d) Management and advisory expenses for the Calvert Capital Accumulation
Portfolio include an administrative service fee of .10% paid to an
affiliate of Calvert. The management fees of the Calvert Balanced
Portfolio are subject to a performance adjustment which could cause this
fee to be as high as 0.85% or as low as 0.55%, depending on the
Portfolio's performance.

(e) The management fees of the Calvert Capital Accumulation Portfolio are
subject to a performance adjustment which could cause this fee to be as
high as 0.95% or as low as 0.85%, depending on the Portfolio's
performance.

(f) Each Fidelity Funds Portfolio has adopted a Distribution and Service Plan
under Rule 12b-1 under the Investment Company Act of 1940 (the "1940
Act"). No separate payments are authorized to be made by the Fidelity
Funds Portfolios under these plans. Rather, the plans recognize that
Fidelity Management & Research Company ("FMR") may use its management fee
or other resources to pay expenses associated with activities primarily
intended to result in the sale of the Fidelity Funds Portfolios' shares.
These plans also provide that FMR may make payments from these sources to
third parties, although the boards of directors of the Fidelity Funds have
not authorized these payments to date.

(g) The annuity purchased must be a life annuity or one with a noncommutable
duration of at least five years to avoid the early withdrawal charge (see
"Exemptions from Early Withdrawal Charges," page FFA-24).

The purpose of the above tables is to assist you in understanding the
various costs and expenses that you will bear directly or indirectly. The
tables reflect expenses of the Separate Account, the Metropolitan Fund, the
Calvert Balanced Portfolio, Calvert Capital Accumulation Portfolio and the
Fidelity Funds. They assume that there are no other transactions. The Example
is intended for illustrative purposes only; it should not be considered a
representation of past or future expenses. Actual expenses may be higher or
lower than those shown. Annuity taxes are not reflected in the tables.

FFA-9
<PAGE>

...............................................................
SUMMARY
...............................................................................

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

This Prospectus describes variable accumulation and income annuity contracts
issued by Metropolitan Life Insurance Company ("MetLife," "we," "us" or
"our"). The term "Contracts" and "Income Annuities" also includes certificates
issued under certain group arrangements. Income Annuities are described
separately beginning on page FFA-28. "You" as used in this Prospectus means
the participant or annuitant for whom money is invested in a Contract or
Income Annuity. Under the Contracts and Income Annuities issued for (S)457(f)
deferred compensation plans, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans and (S)457(e)(11) severance and death benefit plans, the
trustee or the employer retains all rights to control the money under the
Contract or Income Annuity. Under the Contracts and Income Annuities issued
for Public Employee Deferred Compensation plans, the employer retains all
rights to control the money under the Contract or Income Annuity. Under
several Contracts and Income Annuities issued for (S)403(b) tax sheltered
annuities, the employer retains all rights to control the money under the
Contract and Income Annuity. For these Contracts and Income Annuities, where
we refer to giving instructions or making payments to us, "you" means such
trustee or employer.

INVESTMENT CHOICES (PAGES FFA-17-20)

Each of the Contracts offers an account under which we guarantee specified
interest rates for specified periods (the "Fixed Interest Account"). This
Prospectus does not describe that account and will mention the Fixed Interest
Account only where necessary to explain how the "Separate Account" works. Each
Contract also offers a choice of investment options under which values can go
up or down based upon investment performance. See "Determining the Value of
Your Separate Account Investment," page FFA-21, for a description of
accumulation units and how these values are determined based upon investment
performance.

This Prospectus describes only the investment options available through a
"Separate Account" as distinct from the Fixed Interest Account.

A SUMMARY OF THE INVESTMENT OBJECTIVES OF THE INVESTMENT CHOICES APPEARS ON
PAGES FFA-17-20. A MORE COMPLETE DESCRIPTION OF THE INVESTMENT CHOICES IS
FOUND IN THE METROPOLITAN SERIES FUND, INC. PROSPECTUS, WHICH IS LOCATED IN
THE BACK OF THIS PROSPECTUS AND THE CALVERT RESPONSIBLY INVESTED BALANCED
PORTFOLIO, CALVERT RESPONSIBLY INVESTED CAPITAL ACCUMULATION PORTFOLIO AND
FIDELITY VARIABLE INSURANCE PRODUCTS FUNDS PROSPECTUSES, WHICH ARE DELIVERED
SEPARATELY.

TAXES (PAGES FFA-36-45)

PURCHASE PAYMENTS; TRANSFERS (PAGES FFA-20-21; FFA 21-23)

The Contracts allow you to make new purchase payments, to transfer money
between investment options and between the Separate Account and the Fixed
Interest Account and to withdraw money credited to you ("Account Balance").
(See "Withdrawals and Transfers," page FFA-21.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances
and your Contract. (See "Withdrawals and Transfers," page FFA-21, and
"Deductions and Charges," page FFA-23.)

DEDUCTIONS AND CHARGES (PAGES FFA-23-24)

Your Contract is subject to various charges.

Annual Contract Fees: There is no annual Contract fee. (There is a $20
annual Contract fee imposed on certain Fixed Interest Account balances.)

General Administrative Expenses and Mortality and Expense Risk Charge: .95%
on an annual basis.

Early Withdrawal Charge: A declining charge of up to 7% on amounts for the
first seven years after each purchase payment is received. (THERE IS NO
EARLY WITHDRAWAL CHARGE FOR FINANCIAL FREEDOM ACCOUNT AND ENHANCED NON-
QUALIFIED PREFERENCE PLUS CONTRACTS FOR (S)457(F) DEFERRED COMPENSATION
PLANS, (S)451 DEFERRED FEE ARRANGEMENTS, (S)451 DEFERRED COMPENSATION PLANS
AND (S)457(E)(11) SEVERANCE AND DEATH BENEFIT PLANS.)

Metropolitan Series Fund, Inc.: Management fees and other expenses.

Calvert Responsibly Invested Balanced Portfolio: Management fees and other
expenses.

Calvert Responsibly Invested Capital Accumulation Portfolio: Management fees
and other expenses.

Fidelity Variable Insurance Products Funds: Management fees and other
expenses.

FFA-10
<PAGE>

...............................................................

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES (PAGES FFA-24-26)

A withdrawal or transfer may not result in an early withdrawal charge.
Provisions are more fully described within this Prospectus. A summary appears
below.

(a) Withdrawals or transfers without a charge for All Markets:

Item 1--Transfers among investment divisions or to the Fixed Interest
Account.

Item 2--Withdrawals that represent purchase payments made over seven years
ago.

Item 3--Free Corridor

Item 4--Free Look

Item 5--Certain Income Annuities

Item 6--Death Benefit

Item 7--Mandated Withdrawals under Federal law

Item 9--Disability

(b) Withdrawals or Transfers without a charge for the Non-Qualified market--
(in addition to (a) above):

Item 10--Retirement

Item 11--Separation from Service

Item 8--Systematic Termination

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

Item 14--Pre-Approved Investment Vehicles

Item 15--Pre-Approved Plan Provison

(d) Withdrawals or Transfers without a charge for the Public Employee
Deferred Compensation Market--(in addition to (a) above):

Item 8--Systematic Termination

Item 10--Retirement

Item 11--Separation from Service

Item 12--Plan Termination

Item 13--Hardship

Item 14--Pre-Approved Investment Vehicles

DEATH BENEFIT (PAGES FFA-26)

Each Contract (other than the Enhanced Non-Qualified Preference Plus Contract
for (S)457(f), deferred compensation plans, (S)451 deferred fee arrangements,
(S)451 deferred compensation plans, and (S)457(e)(11) severance and death
benefit plans) offers a death benefit that guarantees certain payments in case
of your death even if the Account Balance has fallen below that amount.

INCOME ANNUITIES (PAGE FFA-28)

FFA-11
<PAGE>

ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION BY CONTRACT

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
NUMBER OF
ENHANCED TSA, ENHANCED ACCUMULATION ACCUMULATION
NON-QUALIFIED AND ENHANCED UNIT VALUE ACCUMULATION UNITS
403(A) BEGINNING OF UNIT VALUE END OF YEAR
PREFERENCE PLUS CONTRACTS(A) YEAR YEAR END OF YEAR (IN THOUSANDS)
---------------------------- ---- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Income Division 1996 $29.36 $
1995 24.79 29.36 213
1994 25.83 24.79 155
1993 23.43 25.83 111
1992 22.12 23.43 51
1991 19.02 22.12 3
1990 17.91(b) 19.02 0
Diversified Division 1996 24.78
1995 19.69 24.78 333
1994 20.51 19.69 241
1993 18.36 20.51 125
1992 16.93 18.36 28
1991 13.68 16.93 3
1990 14.34(b) 13.68 0
Stock Index Division 1996 20.44
1995 15.07 20.44 1,062
1994 15.04 15.07 631
1993 13.86 15.04 507
1992 13.02 13.86 260
1991 10.13 13.02 0
1990 10.85(b) 10.13 0
Growth Division 1996 38.99
1995 29.57 38.99 324
1994 30.85 29.57 197
1993 27.22 30.85 123
1992 24.63 27.22 47
1991 18.67 24.63 7
1990 21.66(b) 18.67 0
Aggressive Growth Division 1996 33.72
1995 26.29 33.72 997
1994 27.05 26.29 625
1993 22.26 27.05 358
1992 20.37 22.26 134
1991 12.35 20.37 7
1990 14.85(b) 12.35 0
International Stock Division 1996 14.38
1995 14.40 14.38 814
1994 13.84 14.40 558
1993 9.45 13.84 191
1992 10.63 9.45 50
1991 10.00(c) 10.63 4
Calvert Responsibly Invested
Balanced
Division 1996 15.31
1995 11.91 15.31 129
1994 12.43 11.91 90
1993 11.62 12.43 66
1992 10.90 11.62 27
1991 10.00(d) 10.90 2
Calvert Responsibly Invested
Capital Accumulation Division 1996 15.80
1995 11.43 15.80 18
1994 12.81 11.43 2
1993 12.03 12.81 1
1992 10.78(e) 12.03 0
</TABLE>

FFA-12
<PAGE>

[Bar Chart illustrating the Accumulation Unit Values for the Income,
Diversified, Stock Index, Growth, Aggressive Growth, International Stock,
Calvert Responsibly Invested Balanced and Calvert Responsibly Invested Capital
Alcumulation Divisions for each year ending 1990 through 1996. This information
is numerically presented in the table on the previous page.]

<TABLE>
<CAPTION>
NUMBER OF
ENHANCED TSA, ENHANCED ACCUMULATION ACCUMULATION
NON-QUALIFIED AND ENHANCED UNIT VALUE ACCUMULATION UNITS
403(a) BEGINNING OF UNIT VALUE END OF YEAR
PREFERENCE PLUS CONTRACTS(a) YEAR YEAR END OF YEAR (IN THOUSANDS)
---------------------------- ---- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Fidelity Money Market
Division(f) 1996 11.46
1995 11.02 11.46 0
1994 10.72 11.02 12
1993 10.50 10.72 0
1992 10.33 10.50 0
Fidelity Equity-Income Divi-
sion 1996 21.19
1995 15.84 21.19 1,200
1994 15.02 15.84 513
1993 12.83 15.02 195
1992 11.75(e) 12.83 27
Fidelity Growth Division 1996 21.08
1995 15.72 21.08 1,218
1994 15.87 15.72 641
1993 13.43 15.87 290
1992 12.05(e) 13.43 93
Fidelity Overseas Division 1996 14.34
1995 13.20 14.34 197
1994 13.10 13.20 93
1993 9.63 13.10 27
1992 11.22(e) 9.63 4
Fidelity Investment Grade Bond
Division 1996 14.15
1995 12.17 14.15 89
1994 12.77 12.17 24
1993 11.62 12.77 7
1992 10.99(e) 11.62 1
Fidelity Asset Manager Divi-
sion 1996 15.44
1995 13.32 15.44 1,066
1994 14.32 13.32 728
1993 11.94 14.32 292
1992 11.23(e) 11.94 81
</TABLE>

FFA-13
<PAGE>

[Bar chart illustrating the Accumulation Unit Values for the Fidelity Equity
Income, Fidelity Growth, Fidelity Overseas, Fidelity Investment Grade Bond and
Fidelity asset manager divisions for the Enhanced TSA, Enhanced Non-Qualified
and Enhanced 403(a) Preference Plus Contracts for each year ending from 1992
through 1996. This information is numerically presented in the table on the
previous page.]

<TABLE>
<CAPTION>
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE ACCUMULATION UNITS
FINANCIAL FREEDOM ACCOUNT BEGINNING OF UNIT VALUE END OF YEAR
CONTRACTS YEAR YEAR END OF YEAR (IN THOUSANDS)
------------------------- ---- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Income Division 1996 (g)
Diversifed Division 1996 (g)
Stock Index Division 1996 17.43
1995 12.86 17.43 310
1994 12.83 12.86 226
1993 11.82 12.83 150
1992 11.11 11.82 1,999
1991 10.00(c) 11.11 2,181
Growth Division 1996 (g)
Aggressive Growth Division 1996 (g)
International Stock Division 1996 (g)
Calvert Responsibly Invested
Balanced Division 1996 15.34
1995 11.93 15.34 82
1994 12.45 11.93 56
1993 11.63 12.45 35
1992 10.91 11.63 22
1991 10.00(c) 10.91 0
Calvert Responsibly Invested
Capital Accumulation Division 1996 15.80
1995 11.43 15.80 62
1994 12.81 11.43 44
1993 12.03 12.81 29
1992 10.67 12.03 16
1991 10.00(c) 10.67 0
Fidelity Money Market Division 1996 11.46
1995 11.02 11.46 41
1994 10.72 11.02 26
1993 10.50 10.72 19
1992 10.22 10.50 12
1991 10.00(c) 10.22 1,146
Fidelity Equity-Income Divi-
sion 1996 21.19
1995 15.84 21.19 445
1994 15.02 15.84 270
1993 12.83 15.02 165
1992 11.07 12.83 66
1991 10.00(c) 11.07 4
Fidelity Growth Division 1996 21.08
1995 15.72 21.08 762
1994 15.87 15.72 508
1993 13.43 15.87 317
1992 12.40 13.43 136
1991 10.00(c) 12.40 30
Fidelity Overseas Division 1996 14.34
1995 13.20 14.34 259
1994 13.10 13.20 197
1993 9.63 13.10 98
1992 10.89 9.63 24
1991 10.00(c) 10.89 4
</TABLE>

FFA-14
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF
ACCUMULATION ACCUMULATION
UNIT VALUE ACCUMULATION UNITS
FINANCIAL FREEDOM BEGINNING OF UNIT VALUE END OF YEAR
ACCOUNT CONTRACTS YEAR YEAR END OF YEAR (IN THOUSANDS)
---------------------- ---- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Fidelity Investment 1996 14.15
Grade Bond Division 1995 12.17 14.15 115
1994 12.77 12.17 72
1993 11.62 12.77 46
1992 11.00 11.62 25
1991 10.00(c) 11.00 2
Fidelity Asset Manager 1996 15.44
Division 1995 13.32 15.44 600
1994 14.32 13.32 511
1993 11.94 14.32 309
1992 10.78 11.94 111
1991 10.00(c) 10.78 12
</TABLE>

In addition to the above mentioned Accumulation Units, there are
cash reserves of $ at December 31, 1996 applicable to Income
Annuities (including those not described in this Prospectus)
receiving annuity payouts.
- -------
(a) Not all investment divisions are offered under the various Enhanced
Preference Plus Contracts. See "Your Investment Choices," page FFA-17.
(b) Inception Date July 2, 1990.
(c) Inception Date July 1, 1991. Sales commenced for Enhanced Non-Qualified
Preference Plus Contracts for (S)457 (f) deferred compensation plans,
(S)451 deferred fee arrangements, (S)451 deferred compensation plans, and
(S)451(e)(11) severance and death benefit plans in 1991.
(d) Inception Date May 1, 1991.
(e) Inception Date May 1, 1992.
(f) No longer offered under the Enhanced Preference Plus Contracts.

(g) Inception Date May 1, 1996.

[Bar Chart illustrating the Accumulation Unit Values for the investment
divisions for the Financial Freedom Account Contracts for each year ending from
1991 through 1996 and for certain investment period the period of inception
(5/1/96 to 12/31/96). This information is numerically presented in the table on
the previous page and this page.]

FINANCIAL STATEMENTS

The financial statements for the Separate Account and MetLife are in the
Statement of Additional Information and are available upon request from
MetLife.

FFA-15
<PAGE>

...............................................................
OUR COMPANY AND THE SEPARATE ACCOUNT
................................................................................

WHO IS METLIFE?

WHAT IS THE SEPARATE ACCOUNT?

FFA-16
<PAGE>

SECTION I: THE DEFERRED CONTRACTS DESCRIBED IN THIS PROSPECTUS
..............................................................

WHAT ARE THE CONTRACTS?

We offer many types of Contracts to meet your needs. These Contracts include
Tax Sheltered Annuities (TSAs) under (S)403(b) of the Internal Revenue Code
("Code"), Qualified Annuity Plans (403(a)) under (S)403(a), Tax Deferred
Annuities (Non-Qualified) under (S)72, Individual Retirement Annuities (IRAs)
under (S)408(b), Public Employee Deferred Compensation (PEDC) under (S)457 and
Tax Deferred Annuities (Non-Qualified) under (S)72 for (S)457(f) deferred
compensation plans, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans and (S)457(e)(11) severance and death benefit plans. These
are group Contracts offered to an employer, association, trust or other group
for its employees, members, participants or independent contractors or
employees of the grantor of the trust. These Contracts may be issued to a bank
that does nothing but hold them as contractholder. Enhanced Non-Qualified
Contracts for (S)457(e)(11) severance and death benefit plans are no longer
currently offered for purchase.

This Prospectus covers two categories of Contracts: certain Enhanced
Preference Plus Contracts and FFA Contracts (the latter being available only to
a limited number of TSA plans, (S)403(a) plans, (S)457(f) deferred compensation
plans, (S)451 deferred fee arrangements, (S)451 deferred compensation plans and
(S)457(e)(11) severance and death benefit plans). Make sure you read the
descriptions that apply to your Contract. The Contracts have a reduced general
administrative expenses and mortality and expense risk charge as a result of
reduced administration expenses. Differences between the Contracts include what
investment choices are available, what rights you have to withdraw or transfer
money, and a number of other features.

The following sections of this Prospectus will describe in more detail the
investment options, minimum and maximum purchase payments, how the value of
your Contract is determined, withdrawal and transfer rights, death benefits,
charges and expenses, income options and many other important features. It will
occasionally refer to the Fixed Interest Account. However, this Prospectus does
not describe that account.

MAY THE CONTRACTS BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. If your purchase payments are made under a retirement plan, the Contract
may provide that all or some of your rights as described in this Prospectus are
subject to the terms of the plan. You should consult the plan document to
determine whether there are any provisions under your plan that may limit or
affect the exercise of your rights under the Contract. Rights that may be
affected include those concerning purchase payments, withdrawals, transfers,
the death benefit and income annuity types. For example, if part of your
Account Balance represents non-vested employer contributions, you may not be
permitted to withdraw these amounts and the early withdrawal charge
calculations may not include all or part of the employer contributions. The
Contract may provide that a plan administrative fee will be paid by making a
withdrawal from your Account Balance. The Contract may require that you or your
beneficiary obtain a signed authorization from your employer or plan
administrator to exercise certain rights. Your Contract will indicate under
which circumstances this is the case. We may rely on your employer's or plan
administrator's statements to us as to the terms of the plan or your
entitlement to any amounts. We will not be responsible for determining what
your plan says.

YOUR INVESTMENT CHOICES
................................................................................

WHAT ARE THE INVESTMENT CHOICES AND HOW DO WE PROVIDE THEM?

The investment choices are provided through our Separate Account. Divisions
available for new investments for the Enhanced Preference Plus Contracts are
the Income, Diversified, Growth, Aggressive Growth, Stock Index, International
Stock, Calvert Responsibly Invested Balanced and Calvert Responsibly Invested
Capital Accumulation Divisions. In some cases, the Fidelity Equity-Income,
Growth, Overseas, Investment Grade Bond and Asset Manager Divisions are also
available for the Enhanced Preference Plus Contracts. Divisions available for
the FFA Contracts are the Stock Index Division and both Calvert Divisions and
the five Fidelity Divisions. In some cases, the Income, Diversified, Growth,
Aggressive Growth and International Stock Divisions and the Fidelity Money
Market Division are also available for the FFA Contracts. Your employer,
association or group may have limited the number of available divisions. Your
Contract will indicate the divisions available to you when we issued it. We may
add or eliminate divisions for some or all persons.

FFA-17
<PAGE>

...............................................................

The divisions do not invest directly in stocks, bonds or other investments.
Instead they buy and sell shares of mutual fund portfolios that in turn do the
investing. The portfolios are part of the Metropolitan Fund, the Acacia Capital
Corporation, and the Fidelity Funds as shown on page 1. All dividends declared
by any of the portfolios are earned by the Separate Account and reinvested.
Therefore, no dividends are distributed under the Contracts. No sales or
redemption charges apply to our purchase or sale through the Separate Account
of these mutual fund shares. These mutual funds are available only through the
purchase of annuities and life insurance policies and are never sold directly
to the public. These mutual funds are "series" types of funds registered with
the Securities and Exchange Commission as "open-end management investment
companies" under the 1940 Act. Except for the Calvert Balanced and Calvert
Capital Accumulation Portfolios, each fund is "diversified" under the 1940 Act.
Each division invests in shares of a comparably named portfolio.

A summary of the investment objectives of the currently available portfolios
is as follows:

International Stock Portfolio: To achieve long-term growth of capital by
investing primarily in common stocks and equity-related securities of non-
United States companies.

Calvert Responsibly Invested Capital Accumulation Portfolio: To achieve long-
term capital appreciation by investing primarily in a non-diversified portfolio
of equity securities of small-to-mid-sized companies.

Fidelity's VIP Money Market Portfolio: To achieve as high a level of current
income as is consistent with preserving capital and providing liquidity.

Fidelity's VIP Equity-Income Portfolio: To achieve reasonable income by
investing primarily in income-producing equity securities.

Fidelity's VIP Growth Portfolio: To achieve capital appreciation.

Fidelity's VIP Overseas Portfolio: To achieve long-term growth of capital
primarily through investments in foreign securities.

Fidelity's VIPII Investment Grade Bond Portfolio: To achieve as high a level of
current income as is consistent with the preservation of capital by investing
in a broad range of investment-grade fixed-income securities.

Fidelity's VIPII Asset Manager Portfolio: To achieve high total return with
reduced risk over the long-term by allocating its assets among domestic and
foreign stocks, bonds and short-term fixed-income instruments.

Each of the currently available Metropolitan Fund portfolios pays us, the
investment manager of the Metropolitan Fund, an investment management fee
equivalent to an annual rate of .25% of the average daily value of the
aggregate net assets of the portfolio, except that the Aggressive Growth and
International Stock Portfolios pay a fee of .75% of the average daily value of
its aggregate net assets. For providing us with sub-investment management
services, according to a contract between us and State Street Research &
Management Company ("State Street Research"), one of our subsidiaries, we pay
fees to State Street Research for the Growth, Income, Diversified and
Aggressive Growth Portfolios. For providing us with sub-investment management
services, according to a

FFA-18
<PAGE>

...............................................................
contract between us and GFM International Investors Limited ("GFM"), our
subsidiary, we pay fees to GFM for the International Stock Portfolio. Sub-
investment management fees are solely our responsibility, not that of the
Metropolitan Fund.

Similarly, the Calvert Balanced Portfolio pays Calvert, the Calvert Balanced
Portfolio's investment adviser, a base monthly investment advisory fee
equivalent to an annual rate of .70% of the first $500 million of the average
daily net assets of the Calvert Balanced Portfolio, .65% of the next $500
million and .60% of the remainder. In addition, Calvert Balanced Portfolio pays
Calvert a performance fee adjustment based on the extent to which performance
of the Calvert Balanced Portfolio exceeds or trails the Lipper Balanced Funds
Index as follows:

<TABLE>
<CAPTION>
PERFORMANCE PERFORMANCE
VERSUS THE FEE
LIPPER BALANCED FUNDS INDEX ADJUSTMENT
- --------------------------- -----------
<S> <C>
at least 6%, but less than 12%...................................... .05%
at least 12%, but less than 18%..................................... .10%
more than 18%....................................................... .15%
</TABLE>

Calvert Capital Accumulation Portfolio pays Calvert, Calvert Capital
Accumulation's investment advisor, a monthly investment advisory fee equivalent
to an annual rate of .80% of the Portfolio's average daily net assets. In
addition, Calvert Capital Accumulation Portfolio will pay Calvert a performance
fee adjustment based on the extent to which performance of Calvert Capital
Accumulation Portfolio exceeds or trails the Standard & Poor's 400 Mid-Cap
Index (S&P 400 Mid-Cap Index) as follows:

<TABLE>
<CAPTION>
PERFORMANCE
PERFORMANCE VERSUS THE FEE
S&P 400 MID-CAP INDEX ADJUSTMENT
- ---------------------- -----------
<S> <C>
less than 10%....................................................... 0.00%
at least 10%, but less than 25%..................................... 0.01%
at least 25%, but less than 40%..................................... 0.03%
40% or more......................................................... 0.05%
</TABLE>

Calvert pays sub-investment advisory fees to Brown Capital Management, Inc.
and other active sub-advisors consisting of a base fee and a performance fee
adjustment based on the extent to which performance of the Calvert Capital
Accumulation Portfolio exceeds or trails each sub-advisor's respective
performance index. These fees are solely the responsibility of Calvert, not the
Calvert Capital Accumulation Portfolio.

Fidelity's Equity-Income, Growth, Overseas and Asset Manager Portfolios pay
FMR an investment management fee which is the sum of a group fee rate based on
the monthly average net assets of all the mutual funds advised by FMR (this
rate cannot rise above .52%, and it drops as total assets under management
increase) and an individual fee of .20% for Fidelity's Equity-Income Portfolio,
.30% for Fidelity's Growth Portfolio, .45% for Fidelity's Overseas Portfolio
and .40% for Fidelity's Asset Manager Portfolio of the average net assets
throughout the month. FMR pays sub-investment management fees to Fidelity
Management & Research (U.K.) Inc. and Fidelity Management & Research (Far East)
Inc. for Fidelity's Overseas and Asset Manager Portfolios and to Fidelity
International Investment Advisors for Fidelity's Overseas Portfolio, but these
fees are the sole responsibility of FMR, not the Fidelity Funds. Fidelity's
Money Market Portfolio and Investment Grade Bond Portfolio pay FMR an
investment management fee which is also the sum of a group fee rate based on
the monthly average net assets of all the mutual funds advised by FMR and an
individual rate. The group fee cannot rise above .37% and it drops as total
assets under management increase, and the individual rate is .03% and .30%, of
Fidelity's Money Market and Investment Grade Bond Portfolios' average net
assets throughout the month, respectively. In addition to the sum of the group
and individual fee rates, Fidelity's Money Market Portfolio's fee may be
affected by an income component. If the portfolio's gross yield is 5% or less,
the sum of the group and individual fee rate is the management fee. The income-
based component is added to the basic fee only when the portfolio's yield is
greater than 5%. The income-based fee is 6% of that portion of the portfolio's
yield that represents a gross yield of more than 5% per year. The maximum
income-based component is .24%. FMR pays a sub-investment management fee to FMR
Texas Inc. for Fidelity's Money Market Portfolio, but these fees are the sole
responsibility of FMR, not the Fidelity Funds.

The Metropolitan Fund, the Calvert Balanced Portfolio, Calvert Capital
Accumulation Portfolio and the Fidelity Funds are more fully described in their
respective prospectuses and the Statements of Additional Information that the
prospectuses refer to. The Metropolitan Fund's prospectus is attached at the

FFA-19
<PAGE>

...............................................................
end of this prospectus. The Calvert Balanced Portfolio, Calvert Capital
Accumulation Portfolio and Fidelity Funds' prospectuses are given out
separately to those investors to whom these investment choices are offered.
The Statements of Additional Information are available upon request.

See "The Fund and its Purpose," in the prospectus for the Metropolitan Fund
for a discussion of the different separate accounts of MetLife and
Metropolitan Tower Life Insurance Company that invest in the Metropolitan Fund
and the risks related to that arrangement. See "Purchase and Redemptions of
Shares," in the prospectuses for the Calvert Balanced Portfolio and Calvert
Capital Accumulation Portfolio and "The Fund and the Fidelity Organization" in
the prospectus for the Fidelity Funds for a discussion of the different
separate accounts of the various insurance companies that invest in these
funds and the risks related to those arrangements.

PURCHASE PAYMENTS
...............................................................................

ARE THERE SPECIAL RULES CONCERNING THE FIRST PAYMENT AND OTHER ADMINISTRATIVE
DETAILS THAT YOU SHOULD KNOW?

Yes. All purchase payments and all requests you may have concerning the
Contracts, like a change in beneficiary, should be sent to one of our
"Designated Office(s)." We will provide you with information indicating which
Designated Office to contact regarding various matters and the addresses of
these Offices. All checks should be payable to "MetLife." You can also make
certain requests by telephone. In order to have a purchase payment credited to
you, we must receive it and completed documentation. We will provide the
appropriate forms. Your employer or the group in which you are a participant
or member must also identify you to us on their reports to us and tell us how
your purchase payments should be allocated among the investment divisions and
the Fixed Interest Account.

Your first purchase payment is normally credited to you within two days of
receipt at our Designated Office. However, if you fill out our forms
incorrectly or incompletely or other documentation is not completed properly,
we have up to five business days to credit the payment. If the problem cannot
be resolved by the fifth business day, we will notify you and give you the
reasons for the delay. At that time, you will be asked whether you agree to
let us keep the purchase payment until the problem is remedied. If you do not
agree or we cannot reach you by the fifth business day, your purchase payment
will be returned immediately.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

There are no minimum purchase payments except for the Enhanced Non-Qualified
Preference Plus Contract for (S)457(f), deferred compensation plans, (S)451
deferred fee arrangements, (S)451 deferred compensation plans and
(S)457(e)(11) severance and death benefit plans. Under this Contract, we may
require each purchase payment to be at least $2,000, and total purchase
payments must be at least $15,000 for the first contract year. (Depending on
underwriting and plan requirements, the first Contract Year is the initial
three to fifteen month period the Contract is in force; thereafter, it is each
subsequent twelve month period.) During subsequent Contract Years, we may
require that purchase payments made under this Contract must be at least
$5,000.

We may reject purchase payments over $500,000. Your purchase payments may
also be limited by the Federal tax laws.

HOW ARE PURCHASE PAYMENTS ALLOCATED?

You decide how a purchase payment is allocated among the Fixed Interest
Account and the investment divisions of the Separate Account available to your
Contract. Allocation changes for new purchase payments will be made upon our
receipt of your notification of changes. You may also specify a day, as long
as it is within 30 days after we receive the request.

ARE THERE ANY LIMITS ON SUBSEQUENT PURCHASE PAYMENTS?

You may generally make purchase payments at any time before the date income
payments begin except as limited by the Federal tax laws. We may limit your
ability to make purchase payments after you have made a withdrawal based on
termination of employment. No additional purchase payments may be made after
commencement of a systematic termination (from both the Fixed Interest and
Separate Accounts), described below, until we receive written notice that you
request cancellation of the systematic termination.

In order to comply with regulatory requirements in the Oregon, we may limit
the ability of an Oregon resident to make purchase payments (1) after the
Contract has been held for more than three years, if the Contract was issued
after age 60 or (2) after age 63, if the Contract was issued before age 61.

FFA-20
<PAGE>

...............................................................

DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT
...............................................................................

WHAT IS AN ACCUMULATION UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"accumulation units." When you make purchase payments or transfers into an
investment division, you are credited with accumulation units. When you
request a withdrawal or a transfer of money from an investment division,
accumulation units are liquidated. In either case, the number of accumulation
units you gain or lose is determined by taking the amount of the purchase
payment, transfer or withdrawal and dividing it by the value of an
accumulation unit on the date the transaction occurs. For example, if an
accumulation unit is $10.00 and a $500 purchase payment is made, the number of
accumulation units credited is 50 ($500 divided by $10 = 50). We calculate
accumulation units separately for each investment division of the Separate
Account.

HOW IS AN ACCUMULATION UNIT VALUE CALCULATED?

We calculate the value of accumulation units once a day on every day the New
York Stock Exchange is open for trading. We call the time between the
calculation of an accumulation unit and the next accumulation unit calculation
the "Valuation Period." We have the right to change the basis for the
Valuation Period, on 30 days' notice, as long as it is consistent with the
law. All purchase payments, transfers and withdrawals are valued as of the end
of the Valuation Period during which the transaction occurred. The value of
accumulation units can go up or down and is derived from the investment
performance of each of the underlying portfolios. If the investment
performance, after payment of Separate Account expenses is positive,
accumulation unit values will go up. Conversely, if the investment
performance, after payment of Separate Account expenses is negative, they will
go down.

We use the term "experience factor" to describe the investment performance
for an investment division. The experience factor changes from Valuation
Period to Valuation Period to reflect the upward or downward performance of
the assets in the underlying portfolios. The experience factor is calculated
as of the end of each Valuation Period using the net asset value per share of
the underlying portfolio. The net asset value includes the per share amount of
any dividend or capital gain distribution paid by the portfolio during the
current Valuation Period, and subtracts any per share charges for taxes and
reserve for taxes. We then divide that amount by the net asset value per share
as of the end of the last Valuation Period to obtain a percentage that
reflects investment performance. We then subtract a charge not to exceed
.000025905 (the daily equivalent of an effective annual rate of .95%) for the
Contracts for each day in the Valuation Period. This charge is to cover the
general administrative expenses and the mortality and expense risk we assume
under the Contracts.

To calculate an accumulation unit value we multiply the experience factor
for the period since the last calculation by the last previously calculated
accumulation unit value. We then add this to the prior accumulation unit
value. For example, if the last previously calculated accumulation unit value
is $12.00 and the experience factor for the period was .05, the new
accumulation unit value is $12.60 ($12.00 X .05 = $.60; $.60 + $12.00 =
$12.60). On the other hand, if the experience factor was -.05, the new
accumulation unit value would be $11.40 ($12.00 x (.05) = $(.60); $12.00 -
$.60 = $11.40).

WITHDRAWALS AND TRANSFERS
...............................................................................

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

Yes. You may either withdraw all or part of your Account Balance from the
Contract or transfer it from one investment division to another or to the
Fixed Interest Account. Some restrictions may apply to transfers from the
Fixed Interest Account to the Separate Account.

Withdrawals must be at least $500 (or the Account Balance, if less). You may
make an unlimited number of transfers. Your request must tell us the
percentage or dollar amount to be withdrawn or transferred. If we agree, you
may also submit an authorization directing us to make transfers on a
continuing periodic basis from one investment division to another or to the
Fixed Interest Account. We may require that you maintain a minimum account
balance in investment divisions from which amounts are transferred based upon
an authorization.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

Generally, we will make withdrawals or transfers as of the end of the
Valuation Period during which we receive your request at our Designated
Office. We will make it as of a later date if you request. If you die before
the requested date, we will cancel the request and pay the death benefit
instead. If the withdrawal is made to provide income payments, it will be made
as of the end of the Valuation Period ending most recently before the date the
income annuity is purchased.

CAN YOU MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, you can make payments directly to other investments on a tax-
free basis if you so request,

FFA-21
<PAGE>

...............................................................
but only if all applicable requirements of the Code are met, and we receive all
information necessary for us to make the payment.

WHAT RESTRICTIONS APPLY TO TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANTS?

If you are a participant in the Texas Optional Retirement Program, Texas law
permits us to make withdrawals on your behalf only if you die, retire or
terminate employment in all Texas institutions of higher education, as defined
under Texas law. Any withdrawal requires a written statement from the
appropriate Texas institution of higher education verifying your vesting status
and (if applicable) termination of employment, as well as a written statement
from you that you are not transferring employment to another Texas institution
of higher education. If you retire or terminate employment in all Texas
institutions of higher education or die before being vested, amounts provided
by the state's matching contribution will be refunded to the appropriate Texas
institution. We may change these restrictions or add others without your
consent to the extent necessary to maintain compliance with applicable law.

WHAT RESTRICTIONS APPLY TO TSA CONTRACTS?

As required by the Code, withdrawals from the contracts before age 59 1/2 are
generally prohibited. See "Taxes--TSA Contracts" at page FFA-37.

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make a transfer request by telephone unless prohibited by state
law. If we agree and you complete the form we supply, you may also authorize
your sales representative to make transfer requests on your behalf by
telephone. Whether you or your sales representative make requests by telephone,
you are authorizing us to act upon the telephone instructions of any person
purporting to be you or, if applicable, your sales representative, assuming our
procedures have been followed, to make transfers from both your Fixed Interest
and Separate Account Balances. We have instituted reasonable procedures to
confirm that any instructions communicated by telephone are genuine. All
telephone calls will be recorded, and you (or the sales representative) will be
asked to produce your personalized data prior to our initiating any transfer
requests by telephone. Additionally, as with other transactions, you will
receive a written confirmation of your transfer. Neither we nor the Separate
Account will be liable for any loss, expense or cost arising out of any
requests that we or the Separate Account reasonably believe to be genuine. In
the unlikely event that you have trouble reaching us, requests should be made
to the Designated Office.

CAN YOU MAKE SYSTEMATIC WITHDRAWALS?

Yes. If we agree and, if approved in your state, for certain Enhanced TSA and
IRA Preference Plus Contracts, you may request us to make "automatic"
withdrawals for you on a periodic basis through our Systematic Withdrawal
Income Program ("SWIP"). SWIP payments are not payments made under an income
option or under an Income Annuity, as described later in this Prospectus. You
must have separated from service to elect SWIP if you are under age 59 1/2
under an Enhanced TSA Preference Plus Contract. Also, you may not receive SWIP
payments if you have an outstanding loan. You may choose to receive SWIP
payments for either a specific dollar amount or a percentage of your Account
Balance. You must meet certain total Account Balance minimums to initiate SWIP
payments. Each SWIP payment must be at least $50. Your payment date is the date
you specify, if we receive your request at least 10 days prior to the initial
payment date. Otherwise, payments will commence 30 days from the date you
specify. If you do not specify a payment date, payments will commence 30 days
from the date we receive your request. Your SWIP anniversary date is any day
you specify following the month in which you originally bought your Contract.
Requests to commence SWIP payments may not be made by telephone. Changes to the
specified dollar amount or percentage or to alter the timing of payments may be
made once a year on the SWIP anniversary date. Requests for such changes must
be made at least 30 days prior to the SWIP anniversary date. You may cancel
your SWIP request at any time by telephone or by writing us at the Designated
Office.

FROM WHICH INVESTMENT DIVISIONS WILL WITHDRAWALS BE MADE FOR SWIP PAYMENTS?

Each SWIP payment will be taken on a pro rata basis from the Fixed Interest
Account and investment division of the Separate Account in which you then have
an Account Balance. If your Account Balance is insufficient to make a requested
SWIP payment, the remaining Account Balance will be paid to you.

WILL YOU PAY AN EARLY WITHDRAWAL CHARGE (SALES LOAD) WHEN YOU RECEIVE A SWIP
PAYMENT?

For purposes of the early withdrawal charge, SWIP is characterized as a
single withdrawal made in a series of payments over a twelve month period. If
SWIP payments are within the applicable Free Corridor percentage, no SWIP
payment will be subject to an early withdrawal charge. SWIP payments in excess
of the applicable free corridor percentage will be subject to an early
withdrawal charge unless the payments are from other amounts to which an early
withdrawal charge no longer applies. See "Deductions and Charges" immediately
below.

FFA-22
<PAGE>

...............................................................

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

DEDUCTIONS AND CHARGES
................................................................................

ARE THERE ANNUAL CONTRACT CHARGES?

There are no Separate Account annual Contract charges. (There is a $20 annual
Contract fee imposed on certain Fixed Interest Account balances.)

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that Contract
purchasers and participants may live for a longer period of time than we
estimated. Then we would be obligated to pay more income benefits than
anticipated. We also bear the risk that the guaranteed death benefit we pay for
allocated Contracts will be larger than the Account Balance. The expense risk
portion of the mortality and expense risk charge is that our expenses in
administering the Contracts will be greater than we estimated.

As a result of reduced administrative expenses associated with the Enhanced
Preference Plus and FFA Contracts, the sum of these charges on an annual basis
(computed and payable each Valuation Period) will not exceed .95% of the
average value of the assets in each investment division. Of this charge, we
estimate that .20% is for administrative expenses and .75% is for the mortality
and expense risk.

During 1996, these charges were $ for all contracts in Separate Account E.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES AND WHEN ARE THEY PAID?

Some jurisdictions tax what are called "annuity considerations." These may
include purchase payments, account balances and death benefits. In most
jurisdictions we currently do not deduct any money from purchase payments,
Account Balances or death benefits to pay these taxes. Our practice generally
is to deduct money to pay annuity taxes only when you purchase an income
annuity. In South Dakota, Kentucky and Washington, D.C., we may also deduct
money to pay annuity taxes on lump sum withdrawals or when you purchase an
income annuity. We may deduct an amount to pay annuity taxes sometime in the
future since the laws and the interpretation of the laws relating to annuities
are subject to change.

A chart that shows the states where annuity taxes are charged and the amount
of these taxes is on page FFA-47.

WHAT IS THE EARLY WITHDRAWAL CHARGE (SALES LOAD)?

The early withdrawal charge reimburses us for our costs in selling the
Contracts. We may use any of our profits derived from the mortality and expense
risk charge to pay for any of our costs in selling the Contracts that exceed
the revenues generated by the early withdrawal charge. However, we believe that
our sales expenses may exceed revenues generated by the early withdrawal charge
and, in such event, we will pay such excess out of our surplus.

WHAT IS THE EARLY WITHDRAWAL CHARGE FOR THE ENHANCED TSA, ENHANCED 403(a),
ENHANCED NON-QUALIFIED, ENHANCED PEDC AND ENHANCED IRA PREFERENCE PLUS
CONTRACTS?

To determine the early withdrawal charge for the Enhanced TSA, Enhanced
403(a), Enhanced Non-Qualified, Enhanced PEDC and Enhanced IRA Preference Plus
Contracts, we treat your Fixed Interest Account and Separate Account as if they
were a single account and ignore both your actual allocations and what account
or investment division the withdrawal is actually coming from. To do this, we
first assume that your withdrawal is from amounts (other than earnings) that
can be withdrawn without an early withdrawal charge, then from other amounts
(other than earnings) and then from earnings, each on a "first-in-first-out"
basis. Once we have determined the amount of the early withdrawal charge, we
will actually withdraw it from each investment division in the same proportion
as the withdrawal is being made. In determining what the withdrawal charge is,
we do not include earnings, although the actual withdrawal to pay it may come
from earnings.

FFA-23
<PAGE>

...............................................................

For the Enhanced TSA, Enhanced 403(a), Enhanced Non-Qualified, Enhanced IRA
Preference Plus and Enhanced PEDC Contracts, withdrawal charges are imposed on
amounts (other than earnings) for the first seven years after the purchase
payment is received as shown in the following table:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[8 &
1 2 3 4 5 6 7 BEYOND]
<S> <C> <C> <C> <C> <C> <C> <C>
7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>

As required by the Federal securities laws, your total early withdrawal
charges will never exceed 9% of all your purchase payments applied to the
investment divisions to the date of the withdrawal. When no allocations or
transfers are made to the Separate Account except in connection with the Equity
Generator SM investment strategy, withdrawal charges will be calculated as
described above, but the charge imposed will not exceed earnings.

As a result of the reduced sales costs associated with certain Enhanced
Preference Plus Contracts, no early withdrawal charges are deducted for
withdrawals under those Contracts.

WHAT IS THE EARLY WITHDRAWAL CHARGE FOR THE ENHANCED NON-QUALIFIED PREFERENCE
PLUS CONTRACTS FOR (S)457(F) DEFERRED COMPENSATION PLANS, (S)451 DEFERRED FEE
ARRANGEMENTS, (S)451 DEFERRED COMPENSATION PLANS AND (S)457 (E)(11) SEVERANCE
AND DEATH BENEFIT PLANS AND FFA CONTRACTS?

No Separate Account early withdrawal charge will apply to these Enhanced Non-
Qualified Preference Plus and FFA Contracts.

EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES
................................................................................

CAN YOU MAKE WITHDRAWALS OR TRANSFERS FROM THE ENHANCED TSA, ENHANCED 403(A),
ENHANCED NON-QUALIFIED, ENHANCED PEDC AND ENHANCED IRA PREFERENCE PLUS
CONTRACTS WITHOUT EARLY WITHDRAWAL CHARGES?

Yes. There are several types of withdrawals that will not result in an early
withdrawal charge to you. The amount withdrawn may be subject to Federal income
tax and tax penalties may still apply, see "Taxes," pages FFA 36-45. We may
require proof satisfactory to us that any necessary conditions have been met.

The following describes the situations where we do not impose an early
withdrawal charge:

1. Transfers made among the investment divisions of the Separate Account or
to the Fixed Interest Account.

2. Withdrawals that represent purchase payments made over seven years ago.

(a) For certain Enhanced TSA Preference Plus Contracts: you can withdraw up
to 10% of your Account Balance during each Contract Year.

(b) For all other Contracts: you can withdraw up to 20% of your Account
Balance during each Contract Year.

4. Free Look: You may cancel your Contract within 10 days after you receive
it by telling us in writing. We will then refund all of your purchase payments
(however, for Enhanced TSA Preference Plus Contracts issued in New York,
Illinois, Minnesota and Pennsylvania, we will instead pay you your Account
Balance). If you purchased your Contract by mail, you may have more time to
return your Contract.

5. You purchase an income annuity from us for life or a noncommutable period
of five years or more.

6. You die before any income payments have been made and we pay your
beneficiary a death benefit.

7. The withdrawal is required to avoid Federal income tax penalties or to
satisfy Federal income tax

FFA-24
<PAGE>

...............................................................
rules or Department of Labor regulations that apply to the Contracts.

8. Systematic Termination: For all Contracts except certain Enhanced TSA,
Enhanced Non-Qualified and Enhanced IRA Preference Plus Contracts, a total
withdrawal ("Systematic Termination") that is paid in annual installments of
(1) 20% of your Account Balance upon receipt of your request (we will reduce
this first installment by the amount of any previous partial withdrawals during
the current Contract Year); (2) 25% of your then current Account Balance one
year later; (3) 33 1/3% of your then current Account Balance two years later;
(4) 50% of your then current Account Balance three years later; and (5) the
remainder four years later. You may cancel remaining payments under a
Systematic Termination at any time. However, if you again decide to take a full
withdrawal, the entire Systematic Termination process starts over. If, after
beginning a Systematic Termination, you decide to take your full withdrawal in
amounts exceeding the percentages allowed, the excess amount withdrawn in any
year is subject to the applicable withdrawal charges.

9. Disability: If you are totally disabled (as defined under the Federal
Social Security Act) and you request a total withdrawal.

10. Retirement:

(a) For certain Enhanced TSA Preference Plus Contracts, if you retire and
have at least ten years of uninterrupted Contract participation. This
exemption to the early withdrawal charge for these Enhanced TSA Preference
Plus Contracts does not apply to withdrawals of amounts transferred into the
Contract from other investment vehicles on a tax-free basis (plus earnings
on such amounts.)

(b) For certain Enhanced TSA, certain Enhanced PEDC and 403(a) Preference
Plus Contracts, if you retire and have at least ten years of uninterrupted
Contract participation unless the plan defines retirement and you retire
under such definition.

11. Separation from Service: For all Contracts except certain Enhanced TSA
and IRA Preference Plus Contracts, if your employment terminates.

12. Plan Termination: For all Contracts except certain Enhanced TSA, Enhanced
Non-Qualified and Enhanced IRA Preference Plus Contracts, if your plan
terminates and the withdrawal is rolled over into another annuity contract we
issue.

13. Hardship: For all Contracts except certain Enhanced TSA, Enhanced 403(a),
Enhanced Non-Qualified and Enhanced IRA Preference Plus Contracts, if your plan
provides for payment on account of hardship, and you suffer an unforseen
hardship. For certain Enhanced TSA Preference Plus Contracts, you must suffer
an unforseen hardship.

14. Pre-Approved Investment Vehicles: For all Contracts except certain
Enhanced TSA, Enhanced Non-Qualified and Enhanced IRA Preference Plus
Contracts, if you make direct transfers to other investment vehicles we have
pre-approved.

15. Pre-Approved Plan Provision: For all Contracts except certain Enhanced
TSA, Enhanced Non-Qualified, Enhanced PEDC and Enhanced IRA Preference Plus
Contracts, if you make a withdrawal pursuant to a provision of your plan we
have pre-approved.

16. Transfer from other MetLife Contracts: (A) For transfers prior to January
1, 1996: If you have rolled over amounts from other MetLife contracts we
designate, of the following two formulas we will apply the one that is most
favorable to you:

(2) subject the rolled over amounts to a withdrawal charge determined as
described above in "What is the early withdrawal charge (sales load)?" as
follows:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
[6 &
1 2 3 4 5 BEYOND]
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0
</TABLE>

(B) For transfers commencing on or after January 1, 1996:

(1) if you roll over amounts from other MetLife contracts we designate that
have been in force at least two years (except as covered in (2) below), we will
apply the one of the following two formulas that is more favorable to you: (a)
the same withdrawal charge schedule that would have applied to the rollover
amounts had they remained in your other MetLife contracts, however, any
exceptions or reductions to the basic withdrawal charge percentage that this
Contract does not provide for (such as a 0% charge at the end of an interest
rate guarantee period or a 3% charge at the third anniversary) will not apply;
or (b) subject the rollover amounts to a withdrawal charge determined as

FFA-25
<PAGE>

...............................................................
described above in "What is the early withdrawal charge (sales load)?" as
follows:

DURING PURCHASE PAYMENT YEAR

<TABLE>
<CAPTION>
6 &
1 2 3 4 5 BEYOND
<S> <C> <C> <C> <C> <C>
5% 4% 3% 2% 1% 0%
</TABLE>

For this purpose, purchase payment year is measured from the date of the
rollover, not the original purchase payment date under the other MetLife
contracts.

(2) If the other MetLife contracts have been in force less than two years or
provide for a separate withdrawal charge for each purchase payment, we will
treat the other contracts and this Contract as if they were one for purposes of
determining when a purchase payment was made by crediting under this Contract
your purchase payments with the time you held them under our other contract
prior to the date they were rolled over.

DEATH BENEFIT
................................................................................

WHAT IS THE DEATH BENEFIT?

The death benefit is the greatest of (i) your Account Balance, (ii) your
highest Account Balance as of the December 31 of any fifth Contract anniversary
less any later partial withdrawals and any later annual Contract charges
withdrawn from the Fixed Interest Account and (iii) the total of all of your
purchase payments less any partial withdrawals, in all cases less any
outstanding loan balance under your Fixed Interest Account. There is no death
benefit for the Enhanced Non-Qualified Preference Plus Contract for (S)457 (f)
deferred compensation plans, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans and (S)457 (e)(11) severance and death benefit plans.

WHEN AND TO WHOM WILL THE DEATH BENEFIT BE PAID?

The death benefit will not be paid until we receive proof of death and
appropriate directions regarding the Account Balance. If we receive proof of
death without any appropriate directions, we will take no action with regard to
the Account Balance until we receive appropriate directions.

You name the beneficiary under the Enhanced TSA, Enhanced 403(a), Enhanced
Non-Qualified and Enhanced IRA Preference Plus and TSA and 403(a) FFA
Contracts. The amounts due at death are paid to the trustee of the (S)457(f)
deferred compensation plan, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans or (S)457(e)(11) severance and death benefit plans. The
death benefit is paid to the participant's employer or a trustee under the PEDC
Contract.

The payee may take a lump sum cash payment or use the death benefit (less any
applicable annuity taxes) to purchase an income annuity from the types
available under your Contract.

INCOME OPTIONS
................................................................................

CAN METLIFE PROVIDE YOU WITH AN INCOME GUARANTEED FOR LIFE OR OFFER A WIDE
CHOICE OF OTHER PERIODS?

Yes. You may withdraw all or a portion of your total Account Balance and use
that money (less any annuity taxes that must be paid) to purchase an income
annuity.

You can receive income payments guaranteed for life on a monthly, quarterly,
semiannual or annual basis. Non-life contingent annuities are available for
various payout periods.

All provisions relating to income annuities are subject to the limitations
imposed by the Code.

WHAT TYPES OF INCOME OPTIONS ARE AVAILABLE?

FFA-26
<PAGE>

SECTION II: INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS
..............................................................

WHAT ARE INCOME ANNUITIES?

Income Annuities provide you with a series of payments for either a period
of time or life that are based upon the investment performance of the
investment division of the Separate Account. The amount of the payment will
fluctuate and is not guaranteed as to a specified amount. You may elect to
have a portion of your income payment under the fixed income option that is
guaranteed by MetLife's general account. That portion of the payment from the
fixed income option will not fluctuate and is fixed. You may purchase an
Income Annuity even if you did not have a Contract during the accumulation
period.

Income Annuities can be offered as group Enhanced TSA, Enhanced Non-
Qualified, Enhanced 403(a), Enhanced PEDC and Enhanced IRA Preference Plus and
Financial Freedom Income Annuities. The Enhanced Non-Qualified Income Annuity
for (S)457(e)(11) severance and death benefit plans is no longer currently
offered for purchase.

MAY THE INCOME ANNUITY BE AFFECTED BY YOUR RETIREMENT PLAN?

Yes. Your Income Annuity may provide that your choice of income types is
subject to the terms of your retirement plan. Your Income Annuity will
indicate under which circumstances this is the case. We may rely on your
employer's or plan administrator's statements to us as to the terms of the
plan or your entitlement to any amounts. We will not be responsible for
determining what your plan says.

WHAT ARE THE INVESTMENT CHOICES?

The investment choices provided through the Separate Account are the Income,
Diversified, Stock Index, Growth, Aggressive Growth, International Stock,
Calvert Responsibly Invested Balanced and Calvert Capital Responsibly Invested
Accumulation Divisions. In some cases, the Fidelity Equity-Income, Growth,
Overseas, Investment Grade Bond and Asset Manager Divisions are also available
for the Enhanced Preference Plus Income Annuities. Divisions available for the
FFA Income Annuities are the Stock Index Division, both Calvert Divisions and
the five Fidelity Divisions. In some cases the Income, Diversified, Growth,
Aggressive Growth and International Stock Divisions and the Fidelity Money
Market Division are also available for the FFA Contracts. All divisions are
described earlier in Section I under "Your Investment Choices." If you are
covered under a group Income Annuity, your employer, association or group may
have limited the number of available divisions. Your Income Annuity will
indicate which divisions were available to you when we issued it. We may add
or eliminate divisions for some or all persons. You may choose up to four
investment divisions to provide the variable income payment or up to three
investment divisions if a fixed income option is also selected.

ADMINISTRATION
...............................................................................

WHAT ADMINISTRATIVE DETAILS SHOULD YOU KNOW?

Your purchase payment and all requests concerning Income Annuities should be
sent to our Designated Office. We will provide you with the address for this
Office. All checks should be payable to "MetLife." You can also make certain
requests by telephone. In order to have a purchase payment for the Income
Annuity credited to you, we must receive your payment and complete
documentation. We will provide the appropriate forms. Your employer or the
group in which you are an annuitant or member must also identify you to us on
their reports and tell us how the purchase payment should be allocated among
the investment divisions and the fixed income option.

Your purchase payment is normally credited to you within two days of receipt
at our Designated office. However, if you fill out our forms incorrectly or
incompletely or other documentation is not completed properly, we have up to
five business days to credit the purchase payment. If the problem cannot be
resolved by the fifth business day, we will notify you and give you the
reasons for the delay. At that time, you will be asked whether you agree to
let us keep the purchase payment until the problem is remedied. If you do not
agree, your purchase payment will be returned immediately.

Purchase payments are effective and valued as of 4:00 p.m., Eastern time, on
the day we receive them at our Designated Office, except when they are
received (1) on a day when the annuity unit value (which will be discussed
later in this Prospectus) is not calculated or (2) after 4:00 p.m., Eastern
time. In those cases the payment will be effective the next day the annuity
unit value is calculated.

HOW SMALL OR LARGE CAN YOUR PURCHASE PAYMENT BE?

Your purchase payment must be large enough to produce an initial income
payment of at least $50 ($20 in Massachusetts).

FFA-27
<PAGE>

...............................................................

HOW IS THE PURCHASE PAYMENT ALLOCATED?

You decide how the purchase payment is allocated among the fixed income
option and the investment divisions of the Separate Account available to your
Income Annuity.

DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS
................................................................................

WHAT IS AN ANNUITY UNIT VALUE?

We hold money in each division of the Separate Account in the form of
"annuity units." These annuity unit are similar to "accumulation units"
described earlier in Section I except that we deduct applicable annuity taxes
from the purchase payment before we determine the number of annuity units in
each investment division chosen.

HOW IS AN ANNUITY UNIT VALUE CALCULATED?

We calculate the value of an annuity unit once a day on every day the New
York Stock Exchange is open for trading. We call the time between the
calculation of an annuity unit and the next annuity unit calculation the
"Valuation Period." We have the right to change the basis for the Valuation
Period, on 30 days' notice, as long as it is consistent with the law. All
purchase payments and transfers are valued as of the end of the Valuation
Period during which the transaction occurred. The value of annuity units can go
up or down and is derived from the investment performance of each of the
underlying portfolios. If the investment performance, after payment of Separate
Account expenses and the deduction for the assumed investment rate ("AIR"),
discussed later in this Prospectus, is positive, annuity unit values will go
up. Conversely, if the investment performance, after payment of Separate
Account expenses and the deduction for the AIR is negative, they will go down.

When we determine the annuity unit value for an investment division, we use
the same "experience factor" as that derived for the calculation of
accumulation units as described in Section I.

To calculate an annuity unit value, we first multiply the experience factor
for the period by 0.99989255 (the daily equivalent of an effective annual rate
of 4%) for the AIR for most Income Annuities. (The AIR may be in the range of
3% to 6% as defined in your Income Annuity and the laws of your state.) The
resulting number is then multiplied by the last previously calculated annuity
unit value to produce the new annuity unit value.

HOW IS A VARIABLE INCOME PAYMENT DETERMINED AND WHAT IS THE AIR?

WHEN ARE VARIABLE INCOME PAYMENTS DETERMINED AND HOW OFTEN WILL THEY CHANGE?

TRANSFERS
................................................................................

CAN YOU MAKE TRANSFERS?

Yes. You can make transfers from one investment division to another or from
an investment division to a fixed income option as long as the total number of
investment divisions under your Income Annuity is no greater than four (or
three investment divisions if a fixed income option is chosen). You may make an
unlimited number of transfers. Your request must tell us the percentage to be
transferred. You may not make a transfer from the fixed income option to an
investment division.

WHEN WILL WE MAKE TRANSFERS?

Generally, we will make a transfer as of the end of the Valuation Period
during which we receive your request at our Designated Office. We will make it
as of a later date if you request. If you die before the requested date, we
will cancel the request and continue to make payments to your beneficiary under
a guarantee or a joint annuitant or pay your beneficiary a refund, if you have
chosen one of these variable income types.

FFA-28
<PAGE>

...............................................................

CAN YOU MAKE TRANSFERS BY TELEPHONE?

Yes. You can make transfer requests by telephone unless prohibited by state
law. If we agree and you complete the form we supply, you may also authorize
your sales representative to make transfer requests on your behalf by
telephone. All telephone transfers are subject to the same procedures and
limitations of liability as described earlier in Section I.

DEDUCTIONS AND CHARGES
................................................................................

WHAT IS THE CONTRACT FEE?

There is no contract fee under the Income Annuities.

WHAT ARE THE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND THE MORTALITY AND
EXPENSE RISK AND HOW MUCH ARE THEY?

The general administrative expense charge pays us for such expenses as
financial, accounting, actuarial and legal expenses. The mortality portion of
the mortality and expense risk charge pays us for the risk that annuitants may
live for a longer period of time than we estimated. Then we would be obligated
to pay more income benefits than anticipated. The expense risk portion of the
mortality and expense risk charge is that our expenses in administering the
Income Annuity will be greater than we estimated.

The sum of these charges on an annual basis (computed and payable each
Valuation Period) will not exceed .95% of the average value of the assets in
each investment division. Of this charge, we estimate that .20% is for
administrative expense and .75% is for the mortality and expense risk.

ARE THERE DEDUCTIONS FOR ANNUITY TAXES?

Yes. Some jurisdictions tax what are called "annuity considerations." We
deduct money to pay annuity taxes when you make a purchase payment. A chart
that shows the states where annuity taxes are charged and the amount of these
taxes is on page FFA-47.

WHAT VARIABLE INCOME TYPES ARE AVAILABLE?

Your Lifetime Annuity--A variable income payable during the annuitant's life.

Your Lifetime with a Guaranteed Period Annuity--A variable income payable
during the annuitant's life. If, at the death of the annuitant, payments have
been made for less than the guarantee period, payments are made to the owner of
the annuity (or the beneficiary if the owner dies before the end of the
guarantee period) for the rest of the guarantee period.

Income for a Guaranteed Period Annuity--A variable income payable for a
guarantee period (5-30 years). Payments cease at the end of the guarantee
period (which is often called a "term certain" period) even if the annuitant is
still alive. If the annuitant dies prior to the end of the guarantee period,
payments are made to the owner of the annuity (or to the beneficiary if the
owner dies before the end of the guarantee period) for the rest of the
guarantee period.

FFA-29
<PAGE>

...............................................................

IS THERE A FREE LOOK?

FFA-30
<PAGE>

SECTION III: OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS
....................................
...........................

CAN WE CANCEL YOUR CONTRACT OR INCOME ANNUITY?

We may not cancel your Income Annuity.

We may cancel your Contract. If we do so for a Contract delivered in New
York State, we will return the full Account Balance. In all other cases, you
will receive an amount equal to what you would have received if you had
requested a total withdrawal of your Account Balance. Early withdrawal charges
may apply.

We will cancel your Contract if we do not receive any purchase payments for
you for 36 consecutive months and your Account Balance is less than $2,000. We
will only do so to the extent allowed by law. We may cancel the Enhanced
Preference Plus Non-Qualified Contract for (S)457(f) deferred compensation
plans, (S)451 deferred fee arrangements, (S)451 deferred compensation plans
and (S)457(e)(11) severance and death benefit plans if we do not receive any
purchase payments for you for 12 consecutive months and your Account Balance
is less than $15,000. Certain Contracts do not contain these cancellation
provisions.

At our option, certain Enhanced Preference Plus TSA and Enhanced PEDC
Contracts may be cancelled if MetLife determines that changes to your
retirement plan would cause MetLife to pay more interest than anticipated or
to make more frequent payments than anticipated in connection with the Fixed
Interest Account. MetLife may also cancel these Contracts, to the extent
permitted by law, if the retirement plan terminates or no longer qualifies as
a tax sheltered arrangement. Also, under these Contracts, the employer and
MetLife may each cancel the Contract upon 90 days notice to the other.

ARE THERE SPECIAL PROVISIONS THAT APPLY IF YOU ARE A PARTICIPANT IN A PLAN
SUBJECT TO ERISA?

Generally, the spouse must give qualified consent whenever you elect to:

b. make certain withdrawals under plans for which a qualified consent is
required;

c. name someone other than the spouse as your beneficiary; or

d. use accrued benefit is used as security for a loan.

Generally, there is no limit to the number of your elections as long as a
qualified consent is given each time. The consent to waive the QJSA must meet
certain requirements, including that it be in writing which acknowledges the
identity of the designated beneficiary and the form of benefit selected,
dated, signed by your spouse, witnessed by a notary public or plan
representative and in a form satisfactory to us. The waiver of a QJSA
generally must be executed during the 90-day period ending on the date on
which income payments are to commence, or the withdrawal or the loan is to be
made, as the case may be. If you die before benefits commence, your surviving
spouse will be your beneficiary unless he or she has given a qualified consent
otherwise. The qualified consent to waive the
QPSA benefit and the beneficiary designation must be made in writing that
acknowledges the designated beneficiary, dated, signed by your spouse,
witnessed by a notary public or plan representative and in a form satisfactory
to us. Generally, there is no limit to the number of beneficiary designations
as long as a qualified consent accompanies each designation. The waiver of and
the qualified consent for the QPSA benefit generally may not be given until
the plan year in which you attain age 35. The waiver period for the QPSA ends
on the date of your death.

If your benefit is worth $3,500 or less, your plan may provide for
distribution of your entire interest in a lump sum without spousal consent.

WHEN ARE YOUR REQUESTS EFFECTIVE?

In general, your requests are effective when we receive them at our
Designated Office unless otherwise provided by this Prospectus.

FFA-31
<PAGE>

...............................................................

WILL WE CONFIRM YOUR TRANSACTIONS?

Yes. In general we will send you a confirmation statement indicating that a
transaction recently took place. Certain transactions which are made on a
periodic basis, such as pre-authorized, systematic purchase payments which are
transfers from the Fixed Interest Account, may be confirmed quarterly. As soon
as administratively feasible, MetLife will send confirmations quarterly for
purchase transactions under Enhanced TSA Preference Plus and TSA FFA Contracts
made on the basis of salary reduction or deduction.

CAN WE CHANGE THE PROVISIONS OF YOUR CONTRACT OR INCOME ANNUITY?

1. To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

2. To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act.

6. To make any necessary technical changes in the Contracts or Income
Annuities in order to conform with any of the above-described actions.

If any changes result in a material change in the underlying investments of
an investment division in which you have an Account Balance, we will notify
you of the change. You may then make a new choice of investment divisions. For
the Enhanced Preference Plus Contracts for (S)457(f) deferred compensation
plans, (S)451 deferred fee arrangements, (S)451 deferred compensation plans
and (S)457(e)(11) severance and death benefit plans (and FFA Contracts and
Income Annuities where required by law) issued in Pennsylvania, we will ask
your approval before any technical changes are made.

WHAT ARE YOUR VOTING RIGHTS REGARDING PORTFOLIO SHARES?

In accordance with our view of the present applicable law, we will vote the
shares of each of the portfolios held by the Separate Account (which are
deemed attributable to the Contracts or Income Annuities) at regular and
special meetings of the shareholders of the portfolio based on instructions
received from those having the voting interest in corresponding investment
divisions of the Separate Account. However, if the 1940 Act or any rules
thereunder should be amended or if the present interpretation thereof should
change, and as a result we determine that we are permitted to vote the shares
of the portfolios in our own right, we may elect to do so.

FFA-32
<PAGE>

...............................................................

You will be entitled to give instructions regarding the votes attributable
to your Contract or Income Annuity in your sole discretion. Under (S)457(f)
deferred compensation plans, (S)451 deferred fee arrangements, (S)451 deferred
compensation plans, (S)457(e)(11) severance and death benefit plans and the
TSA Contracts and Income Annuities under which the Employer retains all
rights, we will provide you with the number of copies of voting instruction
soliciting materials that you request so that you may furnish such materials
to participants who may give you voting instructions. Neither the Separate
Account nor MetLife has any duty to inquire as to the instructions received or
your authority to give instructions; thus, as far as the Separate Account, and
any others having voting interests in respect of the Separate Account are
concerned, such instructions are valid and effective.

CAN YOUR VOTING INSTRUCTIONS BE DISREGARDED?

Yes. MetLife may disregard voting instructions under the following
circumstances (1) to make or refrain from making any change in the investments
or investment policies for any portfolio if required by any insurance
regulatory authority; (2) to refrain from making any change in the investment
policies or any investment adviser or principal underwriter or any portfolio
which may be initiated by those having voting interests or the Metropolitan
Fund's, Acacia Capital Corporation's or Fidelity Funds' boards of directors,
provided MetLife's disapproval of the change is reasonable and, in the case of
a change in investment policies or investment manager, based on a good faith
determination that such change would be contrary to state law or otherwise
inappropriate in light of the portfolio's objective and purposes; or (3) to
enter into or refrain from entering into any advisory agreement or
underwriting contract, if required by any insurance regulatory authority.

In the event that MetLife does disregard voting instructions, a summary of
the action and the reasons for such action will be included in the next
semiannual report.

WHO SELLS YOUR CONTRACT OR INCOME ANNUITY AND DO YOU PAY A COMMISSION ON THE
PURCHASE OF YOUR CONTRACT OR INCOME ANNUITY?

The licensed agents and broker-dealers who sell Contracts and Income
Annuities and certificates and interests in the Contracts and Income Annuities
may be compensated for these sales by commissions that we pay. There is no
front-end sales load deducted from purchase payments to pay sales commissions.
The Separate Account also does not pay sales commissions. The commissions we
pay range from 0% to 6% depending on the age of the participant or annuitant.

From time to time, MetLife may pay organizations or associations a fee,
reimburse them for certain expenses, lease office space from them, purchase
advertisements in their publications or enter into such other arrangements in
connection with their endorsing or sponsoring MetLife's variable annuity
contracts or services, for permitting MetLife to undertake certain marketing
efforts of the organizations' members in connection with sales of MetLife
variable annuities, or some combination thereof. Additionally, MetLife has
retained consultants who are paid a fee for their efforts in establishing and
maintaining relationships between MetLife and various organizations.

DOES METLIFE ADVERTISE THE PERFORMANCE OF THE SEPARATE ACCOUNT?

Yes. From time to time we advertise the performance of various Separate
Account investment divisions. For the money market investment divisions, this
performance will be stated in terms of "yield" and "effective yield." For the
other investment divisions, this performance will be stated in terms of either
yield, "change in accumulation unit value," "change in annuity unit value" or
"average annual total return" or some combination of the foregoing. Yield,
change in accumulation unit value, change in annuity unit value and average
annual total return figures are based on historical earnings and are not
intended to indicate future performance. The yield of the money market

FFA-33
<PAGE>

...............................................................
investment divisions refers to the income generated by an investment in the
division over a seven-day period, which will be specified in the
advertisement. This income is then annualized, by assuming that the same
amount of income is generated each week over a 52 week period, and the total
income is shown as a percentage of the investment. The effective yield is
similarly calculated; however, when annualized, the earned income in the
division is assumed to be reinvested. Thus, the effective yield figure will be
slightly higher than the yield figure because of the former's compounding
effect. Other yield figures quoted in advertisements, that is those other than
the money market investment divisions, will refer to the net income generated
by an investment in a particular investment division for a thirty day period
or month, which is specified in the advertisement, and then expressed as a
percentage yield of that investment. This percentage yield is then compounded
semiannually. Change in accumulation unit value or change in annuity unit
value refers to the comparison between values of accumulation or annuity units
over specified periods in which an investment division has been in operation,
expressed as a percentage. Change in accumulation unit value or change in
annuity unit value may also be expressed as an annualized figure. In addition,
change in accumulation unit value or change in annuity unit value may be used
to illustrate performance for a hypothetical investment (such as $10,000) over
the time period specified. Yield, change in accumulation unit value and
effective yield figures do not reflect the possible imposition of an early
withdrawal charge of, for certain Enhanced Preference Plus Contracts, up to 7%
of the amount withdrawn attributable to a purchase payment, which may result
in a lower figure being experienced by the investor. Average annual total
return differs from the change in accumulation unit value and change in
annuity unit value because it assumes a steady rate of return and reflects all
expenses and applicable early withdrawal charges. Performance figures will
vary among the various Contracts and Income Annuities as a result of different
Separate Account charges and early withdrawal charges. Performance may be
calculated based upon historical performance of the Fund, Calvert Balanced
Portfolio, Calvert Capital Accumulation Portfolio and the Fidelity Funds and
may assume that certain contracts were in existence prior to their inception
date. After the inception date, actual accumulation unit or annuity unit data
is used.

Advertisements regarding the Separate Account may contain comparisons of
hypothetical after-tax returns of currently taxable investments versus returns
of tax deferred investments. From time to time, the Separate Account may
compare the performance of its investment divisions with the performance of
common stocks, long-term government bonds, long-term corporate bonds,
intermediate-term government bonds, Treasury Bills, certificates of deposit
and savings accounts. The Separate Account may use the Consumer Price Index in
its advertisements as a measure of inflation for comparison purposes. From
time to time, the Separate Account may advertise its performance ranking among
similar investments or compare its performance to averages as compiled by
independent organizations, such as Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS(R) and The Wall Street Journal. The Separate Account
may also advertise its performance in comparison to appropriate indices, such
as the Standard & Poor's 500 Index, Lehman Brothers Aggregate Index and The
Morgan Stanley Capital International Europe, Australia, Far East (EAFE) Index.

Performance may be shown for two investment strategies that are made
available under certain Contracts. The first is the "Equity Generator." Under
the "Equity Generator," an amount equal to the interest earned during a
specified interval (i.e., monthly, quarterly) in the Fixed Interest Account is
transferred to the Stock Index Division or the Aggressive Growth Division. The
second technique is the "EqualizerSM." Under this strategy, at the end of a
specified period (i.e., monthly, quarterly), a transfer is made from the Stock
Index Division or the Aggressive Growth Division to the Fixed Interest Account
or from the Fixed Interest Account to the Stock Index Division or Aggressive
Growth Division in order to make the account and the division equal in value.
An "Equity Generator Return," "Aggressive Equity Generator Return," "Equalizer
Return" or "Aggressive Equalizer Return" will be calculated by presuming a
certain dollar value at the beginning of a period and comparing this dollar
value with the dollar value, based on historical performance, at the end of
the period, expressed as a percentage. The "Return" in each case will assume
that no withdrawals have occurred. We may also show performance for the Equity
Generator and Equalizer investment strategies using any other investment
divisions for which these strategies are made available in the future. If we
do so, performance will be calculated in the same manner as described above,
using the appropriate account and/or investment divisions.

ARE THERE SPECIAL CHARGES THAT APPLY IF YOUR RETIREMENT PLAN TERMINATES ITS
CONTRACT OR TAKES OTHER ACTION?

Under certain Enhanced TSA Preference Plus Contracts, amounts equal to some
or all of the early withdrawal charge imposed under a contract of another
issuer in connection with the transfer of money into an Enhanced TSA
Preference Plus Contract may be

FFA-34
<PAGE>

...............................................................

credited to your Account Balance. If such amounts are credited to an Enhanced
TSA Preference Plus Contract, special termination charges may be imposed. These
charges may also apply if the plan introduces other funding vehicles provided
by other carriers. Charges are not imposed on plan participants; but rather are
absorbed by the Contractholder. Therefore, under the Contract, the participant
will incur only the withdrawal charges, if applicable, otherwise discussed in
this prospectus. The charges to the plan are imposed on the amount initially
transferred to MetLife for the first seven years according to the schedule in
the following table:

DURING CONTRACT YEAR

<TABLE>
<CAPTION>
8 &
1 2 3 4 5 6 7 BEYOND
---- ---- ---- ---- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
5.6% 5.0% 4.5% 4.0% 3.0% 2.0% 1.0% 0%
</TABLE>

The charge to the plan, for partial withdrawals, is determined by multiplying
the amount of the withdrawal that is subject to the charge by the applicable
percentage shown above.

FFA-35
<PAGE>

SECTION IV: TAXES
..............................................................

GENERAL

Tax laws are complex and are subject to frequent change as well as to
judicial and administrative interpretation. The following is a general summary
intended to point out what we believe to be some general rules and principles,
and not to give specific tax or legal advice. Failure to comply with the law
may result in significant penalties. For details or for advice on how the law
applies to your individual circumstances, consult your tax advisor or
attorney. You may also get information from the Internal Revenue Service.

In the opinion of our attorneys, the Separate Account and its operations
will be treated as part of MetLife, and not taxed separately. We are taxed as
a life insurance company. Thus, although the Contracts and Income Annuities
allow us to charge the Separate Account with any taxes or reserves for taxes
attributable to it, we do not expect that under current law we will do so.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR DEFERRED CONTRACT?

Generally, all contributions under the Contracts, other than contributions
under Non-Qualified Contracts, will be contributed on a "before-tax" basis.
This means that the purchase payments either reduce your income, entitle you
to a tax deduction or are not subject to current income tax. Because of this,
Federal income taxes are payable on the full amount of money you withdraw as
well as on income earned under the Contract.

Generally, the Enhanced Non-Qualified Preference Plus Contract is issued on
an "after-tax basis" so that making purchase payments does not reduce the
taxes you pay. Income earned under the Enhanced Non-Qualified Preference Plus
Contracts is normally not taxed until withdrawn. Thus, that portion of any
withdrawal that represents income is taxed when you receive it, but that
portion that represents purchase payments is not, to the extent previously
taxed.

Under some circumstances certain Contracts accept both purchase payments
that entitle you or the owner to a current tax deduction or to an exclusion
from income and those that do not. Taxation of withdrawals depends on whether
or not you or the owner were entitled to deduct or exclude the purchase
payments from income in compliance with the Code.

The taxable portion of a distribution from a 403(a) and TSA Contract to the
participant or the participant's spouse (if she/he is the beneficiary) that is
an "eligible rollover distribution," as defined in the Code, is subject to 20%
mandatory Federal income tax withholding unless the participant directs the
trustee, insurer or custodian of the plan to transfer all or any portion of
his/her taxable interest in such plan to the trustee, insurer or custodian of
(1) an individual retirement arrangement; (2) a qualified trust or 403(a)
annuity plan, if the distribution is from a Keogh plan or a 403(a) Contract;
or (3) a TSA, if the distribution is from a TSA Contract. An eligible rollover
distribution is generally the taxable portion of any distribution from a
403(a) or TSA Contract, except the following: (a) a series of substantially
equal periodic payments over the life (or life expectancy) of the participant;
(b) a series of substantially equal periodic payments over the lives (or joint
life expectancies) of the participant and his/her beneficiary; (c) a series of
substantially equal periodic payments over a specified period of at least ten
years; (d) a minimum distribution required during the participant's lifetime
or the minimum amount to be paid after the participant's death; (e) refunds of
excess contributions to the plan described in (S)401(k) of the Code for
corporations and unincorporated businesses; (f) certain loans treated as
distributions under the Code; (g) the cost of life insurance coverage which is
includible in the gross income of the plan participant; and (h) any other
taxable distributions from any of these plans which are not eligible rollover
distributions.

All taxable distributions from 403(a) and TSAs Contracts that are not
eligible rollover distributions and taxable distributions from IRAs and Non-
Qualified Contracts will be subject to Federal income tax withholding unless
the payee elects to have no withholding. The rate of withholding is as
determined by the Code and Regulations thereunder at the time of payment. All
taxable distributions from the PEDC Contract will be subject to the same
Federal income tax withholding as regular wages.

FFA-36
<PAGE>

...............................................................

individual retirement arrangements, SIMPLE IRAs, SEPs and tax-qualified
pension and profit sharing plans) exceeds $160,000 (for 1997), an additional
penalty tax of 15% in addition to ordinary income taxes is imposed on the
excess. However, the 15% penalty tax is suspended during the calendar years
1997, 1998 and 1999. The rules as to what payments are subject to this
provision are complex. The following paragraphs will briefly summarize some of
the tax rules on a Contract-by-Contract basis, but will make no attempt to
mention or explain every single rule that may be relevant to you. We are not
responsible for determining if your plan or arrangement satisfies the
requirements of the Code.

Except for the TSA Contract under which the employer retains all rights,
your employer buys the Contract for you although you, as the participant, then
own it. The Code limits the amount of purchase payments that can be made.
Purchase payments over this amount may be subject to adverse tax consequences.
Special rules apply to the withdrawal of excess contributions. Withdrawals
before age 59 1/2 are prohibited except for (a) amounts contributed to or
earned under your (S)403(b) arrangement before January 1, 1989 that were
either paid into or earned under the Contract or later transferred to it in a
manner satisfying applicable Code requirements (withdrawals are deemed to come
first from pre-1989 money that is not subject to these restrictions, until all
of such money is withdrawn); (b) tax-free transfers to other (S)403(b) funding
vehicles or any other withdrawals that are not "distributions" under the Code;
(c) amounts that are not attributable to salary reduction elective deferral
contributions (i.e., generally amounts not attributable to a participant's
pre-tax contributions and their earnings); (d) after a participant dies,
separates from service or becomes disabled (as defined in the Code); (e) in
the case of financial hardship (as defined in the Code) but only purchase
payments may be withdrawn for hardship, not earnings; or (f) under any other
circumstances as the Code allows. Special withdrawal restrictions under
(S)403(b)(7)(A)(ii) of the Code apply to amounts that had once been invested
in mutual funds under custodial arrangements even after such amounts are
transferred to a Contract.

Withdrawals (other than tax-free transfers) that are allowed before age 59
1/2 are subject to an additional 10% tax penalty on the taxable portion of the
withdrawal. This penalty does not apply to withdrawals (1) paid to a
beneficiary or participant's estate after the participant's death; (2) due to
permanent disability (as defined in the Code); (3) made in substantially equal
periodic payments (not less frequently than annually) over the life or life
expectancy of the participant or the participant and another person named by
the participant where such payments begin after separation from service; (4)
made to the participant after the participant separates from service with the
employer after age 55; (5) made to the participant on account of deductible
medical expenses (whether or not the participant actually itemizes
deductions); (6) made to an "alternate payee" under a "qualified domestic
relations order" (normally a spouse or ex-spouse); (7) of excess matching
employer contributions made to eliminate discrimination under the Code; or (8)
timely made to reduce an elective deferral as allowed by the Code. If you are
under age 59 1/2 and are receiving SWIP payments that you intend to qualify as
a series of substantially equal periodic payments under (S)72(t) or (S)72(q)
of the Code and thus not be subject to the 10% tax penalty, any modifications
to your SWIP payments before age 59 1/2 or five years after beginning SWIP
payments will result in the retroactive imposition of the 10% tax penalty. You
should consult with your tax adviser to determine whether you are eligible to
rely on any exceptions to the 10% tax penalty before you elect to receive any
SWIP payments or make any modifications to your SWIP payments.

Withdrawals may be transferred to another (S)403(b) funding vehicle or (for
eligible rolllover distributions) to an IRA without federal tax consequences
if Code requirements are met. The Contract is not forfeitable and may not be
transferred. Generally, for taxable years after 1996, if you do not have a 5%
or more ownership interest in your employer, your entire interest in the
Contract must be withdrawn or begun to be withdrawn by April 1 of the calendar
year following the later of: the year in which the participant reaches age 70
1/2 or, to the extent permitted under your plan or contract, the year in which
the participant retires. A tax penalty of 50% applies to withdrawals which
should have been made but were not. Complex rules apply to the timing and
calculation of these withdrawals. Other complex rules apply to how rapidly
withdrawals must be made after the participant's death. Generally, if the
participant dies before the required withdrawals have begun, we must make
payment of your entire interest under the Contract within five years of the
year in which the participant died or begin payments under an income annuity
allowed by the Code to the participant's beneficiary over his or her lifetime
or over a period not beyond the beneficiary's life expectancy starting by the
December 31 following the year in which the participant dies. If the
participant's spouse is the beneficiary, payments may be made over the
spouse's lifetime or over a period not beyond the

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spouse's life expectancy starting by the December 31 of the year in which the
participant would have reached age 70 1/2, if later. If the participant dies
after required withdrawals have begun, payments must continue to be made at
least as rapidly as under the method of distribution that was used as of the
date of the death of the participant. If the Contract is subject to the
Retirement Equity Act, the participant's spouse has certain rights which may
be waived with the written consent of the spouse. The IRS allows you to
aggregate the amount to be withdrawn from each TSA contract you own and to
withdraw this amount in total from any one or more of the TSA contracts you
own.

403(a) Contracts. The employer adopts a 403(a) plan as a qualified
retirement plan to generally provide benefits to participating employees. The
plan works in a similar manner to a corporate qualified retirement plan except
that the 403(a) plan does not have a trust or a trustee.

The Code limits the amount of contributions and distributions that may be
made under 403(a) plans. Withdrawals before age 59 1/2 may be subject to a 10%
tax penalty. Any amounts distributed under the 403(a) Contracts are generally
taxed according to the rules described under (S)72 of the Code. Under rules
similar to those described above for TSAs, for taxable years after 1996, if
you do not have a 5% or more ownership interest in your employer, withdrawals
of your entire interest under the Contract must be made or begun to be made no
later than the April 1 of the calendar year following the later of: the year
in which you reach age 70 1/2 or, to the extent permitted under your Plan or
Contract, the year you retire. Also, if you die before required withdrawals
have begun, the entire interest in the plan generally must be paid within five
years of the year in which you died. The minimum distribution rules for 403(a)
Contracts are similar to those rules summarized above for TSAs.

Annual contributions are generally deductible up to the above limits if
neither you nor your spouse was an "active participant" in another qualified
retirement plan during the taxable year. You will not be treated as married
for these purposes if you lived apart for the entire taxable year and file
separate returns. If you or your spouse was an active participant in another
retirement plan, annual contributions are fully deductible if your adjusted
gross income is $25,000 or less ($40,000 for married couples filing jointly,
however never fully deductible for a married person filing separately), not
deductible if your adjusted gross income is over $35,000 ($50,000 for married
couples filing jointly, $10,000 for a married person filing separately) and
partially deductible if your adjusted gross income falls between these
amounts. If you file a joint return, and you and your spouse is under age 70
1/2, you and your spouse may be able to make annual IRA contributions of up to
$4,000 ($2,000 each) to two IRAs, one in your name and one in your spouse's.
Neither can exceed $2,000, nor can it exceed your joint compensation.

Withdrawals (other than tax-free transfers or "rollovers" to other
individual retirement arrangements) before age 59 1/2 are subject to a 10% tax
penalty. This penalty does not apply to withdrawals (1) paid to a beneficiary
or your estate after your death; (2) due to your permanent disability (as
defined in the Code); (3) made in substantially equal periodic payments (not
less frequently than annually) over the life or life expectancy of you or you
and another person named by you as your beneficiary; (4) made after December
31, 1996 to pay deductible medical expenses; or (5) made after December 31,
1996 to enable certain unemployed persons to pay medical insurance premiums.
If you are under age 59 1/2 and are receiving SWIP payments that you intend to
qualify as a series of substantially equal periodic payments under (S)72(t) or
(S)72(q) of the Code and thus not subject to the 10% tax penalty, any
modifications to your SWIP payments before age 59 1/2 or five years after
beginning SWIP payments will result in the retroactive imposition of the 10%
tax penalty. You should consult with your tax adviser to determine whether you
are eligible to rely on any exceptions to the 10% tax penalty rule before you
elect to receive any SWIP payments or make any modification to your SWIP
payments.

If you made both deductible and non-deductible contributions, a partial
withdrawal will be treated as a pro-rata withdrawal of both, based on all of
your IRAs (not just the IRA Contracts). The portion of the withdrawal
attributable to non-deductible contributions (but not the earnings on them) is
a nontaxable return of principal, and the 10% tax penalty does not apply. You
must keep track of which contributions were deductible and which weren't, and
make annual reports to the IRS if non-deductible contributions were made.

Withdrawals may be transferred to another IRA without Federal tax
consequences if Code requirements

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...............................................................
are met. Your Contract is not forfeitable and you may not transfer it.

Your entire interest in the IRA Contract must be withdrawn or begun to be
withdrawn generally by April 1 of the calendar year following the year in which
you reach age 70 1/2 and a tax penalty of 50% applies to withdrawals which
should have been made but were not. Complex rules apply to the timing and cal-
culation of these withdrawals. Other complex rules apply to how rapidly with-
drawals must be made after your death. Generally, if you die before the re-
quired withdrawals have begun, we must make payment of your entire interest un-
der the Contract within five years of the year in which you died or begin pay-
ments under an income annuity allowed by the Code to your beneficiary over his
or her lifetime or over a period not beyond your beneficiary's life expectancy
starting by the December 31 of the year following the year in which you die. If
your spouse is your beneficiary and, if your Contract permits, payments may be
made over your spouse's lifetime or over a period not beyond your spouse's life
expectancy starting by the December 31 of the year in which you would have
reached age 70 1/2, if later. If your beneficiary is your spouse, he or she may
elect to continue the Contract as his or her own IRA Contract after your death.
If you die after the required withdrawals have begun, payments must continue to
be made at least as rapidly as under the method of distribution that was used
as of the date of your death.

The IRS allows you to aggregate the amount required to be withdrawn from each
individual retirement arrangement you own and to withdraw this amount in total
from any one or more of the individual retirement arrangements you own.

The compensation amounts that may be deferred under a PEDC plan may not
exceed certain deferral limits established under the Federal tax law. In
addition, contributions to other plans may reduce the deferral limit even
further.

Under the plan, amounts will not be made available to participants or
beneficiaries until the earliest of (1) the calendar year in which the
participant reaches age 70 1/2, (2) when the participant separates from service
with the employer, or (3) when the participant is faced with an unforeseeable
emergency as described in the income tax regulations. Amounts will not be
treated as "made available" under these rules if (i) an election to defer
commencement of a distribution is made by the participant and such election
meets certain requirements or, (ii) the total amount payable is $3,500 or less
and certain other requirements are met.

Withdrawals must conform to the complex minimum distribution requirements of
the Code, including the requirement that distributions must generally begin no
later than April 1 of the calendar year following the later of: the year in
which the participant attains age 70 1/2 or the year the participant retires.
Although the minimum distribution rules are similar to the rules summarized
above for TSAs, there are some differences. For example, for PEDC plans, any
distribution payable over a period of more than one year can only be made in
substantially non-increasing amounts, and generally distributions may not
exceed 15 years.

Non-Qualified Contract for (S)457(f) Deferred Compensation Plans. These are
deferred compensation arrangements generally for a select group of management or
highly compensated employees and individual independent contractors employed or
engaged by State or local governments or non-church tax-exempt organizations. In
this arrangement, the tax-exempt entity (e.g., a hospital) deposits your
deferred compensation amounts and earnings credited to these amounts into a
trust, which at all times is subject to the claims of the employer's bankruptcy
and insolvency creditors. The trust owns a Non-Qualified Contract which may be
subject to the Non-Qualified Contract rules described below. Since the trust is
a grantor trust, any tax consequences arising out of ownership of the Non-
Qualified Contract will flow to the tax-exempt entity that is the grantor of
such trust. Each tax-exempt entity should consult its own tax advisor with
respect to the tax

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rules governing the Contract. You can defer taxation of compensation until the
first taxable year in which there is not a substantial risk of forfeiture to
your right to such compensation.

Any amount made available under the plan to you or your beneficiary is
generally taxed according to the annuity rules under (S)72. Thus, when
deferred compensation is no longer subject to a substantial risk of
forfeiture, it is immediately includable in your income and it becomes "after-
tax" contributions for the purposes of the tax rules governing income plan
payments in calculating the "exclusion ratio." Certain distributions made
before you are age 59 1/2 may be subject to a 10% tax penalty. It is unclear
whether this penalty applies with respect to distributions made for this type
of plan. Thus, you should consult your own tax advisor to clarify this issue.
Since there is some uncertainty as to how the Internal Revenue Service and the
courts will treat the "rolling vesting" aspect of this arrangement, you should
consult your own tax advisor to clarify this issue.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Contract to fund a (S)457(f)
deferred compensation plan should be advised to consult with their own tax
advisors regarding the application of the relevant rules to their particular
situation.

In connection with the sale of the Non-Qualified Contract for (S)457(f)
Deferred Compensation Plans, MetLife received opinions effective September 14,
1995 and dated December 5, 1995 of MetLife's special tax counsel, Piper &
Marbury, discussing the major Federal tax issues arising under (S)457 in
connection with various aspects of this Contract and generally reaching
favorable conclusions on those issues. These opinions were rendered solely to
MetLife and may not be relied upon by other persons, including entities
considering the purchase of the Contract. These opinions have not been updated
since December 5, 1995 with respect to any changes to the law subsequent to
September 14, 1995.

Non-Qualified Contract for (S)451 Deferred Fee Arrangements. Under a (S)451
deferred fee arrangement, a third party which is a tax-exempt entity (e.g., a
hospital) enters into a deferred fee arrangement with a taxable entity, the
employer, that provides services to the third party. These deferred fees are
used to fund a deferred compensation plan for the taxable entity's employees
who are a select group of management or highly compensated employees or
individual independent contractors. The deferred fees are contributed by the
tax-exempt entity into a trust that is subject to the claims of its bankruptcy
and insolvency creditors, and, when paid or made available to the taxable
entity, are subject to the claims of the taxable entity's bankruptcy and
insolvency creditors. Such arrangement, in accordance with the provisions of
(S)451, enables the taxable entity to defer compensation until the year in
which the amounts are paid or made available to it, and enables the employees
of the taxable entity who are participants in its deferred compensation plan
to defer compensation until the year in which the amounts are paid or made
available to them, unless under the method of accounting used in computing
taxable income, such amount is to be properly accounted for in a different
period. The taxable entity will be able to deduct as employee compensation the
amounts included in income by the participant-employees of its deferred
compensation plan, subject to such sums being reasonable compensation and not
disguised dividends.

A trust established by the tax-exempt entity will own a Non-Qualified
Contract which may be subject to taxation rules as described below under Non-
Qualified Contracts. Since the trust is a grantor trust, any tax consequences
arising out of ownership of the Non-Qualified Contract will flow to the tax-
exempt entity that is the grantor of such trust. Each tax-exempt entity should
consult its own tax advisor with respect to the tax rules governing the
Contract. Participants in the taxable entity's deferred compensation plan must
look to the taxable entity for payments under the plan. These persons should
consult their own tax advisor for information on the tax treatment of these
payments made under the plan.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Contract to fund a (S)451 deferred
fee arrangement should consult with their own tax advisors regarding the
application of the relevant rules to their particular situation.

In connection with the sale of the Non-Qualified Contract for (S)451
Deferred Fee Arrangements, MetLife received opinions effective September 14,
1995 and dated December 5, 1995 of MetLife's special tax counsel, Piper &
Marbury, discussing the major Federal tax issues arising under (S)451 in
connection with various aspects of this Contract and generally reaching
favorable conclusions on those issues. These opinions were rendered solely to
MetLife and may not be relied upon by other persons, including entities
considering the purchase of the Contract. These opinions have not been updated
since December 5, 1995 with respect to any changes to the law subsequent to
September 14, 1995.

Non-Qualified Contract for (S)451 Deferred Compensation Plans. Under a
(S)451 deferred compensation plan, a select group of management or highly
compensated employees or individual independent contractors can defer
compensation until the year in which the amounts are paid or made

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...............................................................
available to them, unless under the method of accounting used in computing
taxable income such amount is to be properly accounted for in a different
period. Participants should consult their own tax advisors for information on
the tax treatment of these payments.

A (S)451 plan could be sponsored by either a taxable entity or certain tax-
exempt entities which meet the "grandfather" requirements described below.
Taxable entities would be able to deduct as compensation the amounts included
in income by the participant of the deferred compensation plan, subject to
such sums being reasonable compensation and not disguised dividends. For tax-
exempt entities, if certain Tax Reform Act of 1986 "grandfather" requirements
are adhered to, (S)451 rather than (S)457 should apply to their deferred
compensation plans. Tax-exempt entities should consult their own tax advisors
to ascertain whether these "grandfather" requirements are met.

A trust established by either the taxable or the grandfathered tax-exempt
entity would own a Non-Qualified Contract which may be subject to taxation
rules as described below under "Non-Qualified Contracts". Since the trust
would be a grantor trust, any tax consequences arising out of ownership of the
Non-Qualified Contract will flow to the tax-exempt entity or taxable entity
that is the grantor of such trust. Such entities should consult their own tax
advisors with respect to the tax rules governing the Contract.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Contract to fund a (S)451 deferred
compensation plan should consult with their own tax advisors regarding the
application of the relevant rules to their particular situation.

In connection with the sale of the Non-Qualified Contract for (S)451
Deferred Compensation Plans, MetLife received opinions effective September 14,
1995 and dated December 5, 1995 of MetLife's special tax counsel, Piper &
Marbury, discussing the major Federal tax issues arising under (S)451 in
connection with various aspects of this Contract and generally reaching
favorable conclusions on those issues. These opinions were rendered solely to
MetLife and may not be relied upon by other persons, including entities
considering the purchase of the Contract. These opinions have not been updated
since December 5, 1995 with respect to any changes to the law subsequent to
September 14, 1995.

Non-Qualified Contract for (S)457(e)(11) Severance and Death Benefit
Plans. These are severance and death benefit arrangements for adoption by tax-
exempt entities. If the employer is subject to ERISA, the arrangement must be
adopted exclusively for a select group of management or highly compensated
employees or individual independent contractors. The employer deposits
deferral amounts, which will be used to provide severance and death benefits,
into a trust which is subject at all times to the claims of the employer's
bankruptcy and insolvency creditors. As the owner of a Non-Qualified Contract,
the trust may be subject to the rules described below under Non-Qualified
Contracts. Since the trust is a grantor trust, any tax consequences arising
out of ownership of the Non-Qualified Contract will flow to the employer, the
grantor of such trust. Each employer should consult with its own tax advisor
with respect to the tax rules governing the Contract.

The Federal income tax consequences to you of this arrangement depend on
whether the program qualifies as a "bona-fide severance pay" and a "bona-fide
death benefit" plan as described in (S)457(e)(11) of the Code. If the
arrangement qualifies as a "bona-fide severance pay" and "bona-fide death
benefit" plan, (S)451 of the Code will apply and you will not be taxed on your
deferral amounts until the tax year in which they are paid or made available
to you, unless under the method of accounting you use in computing taxable
income such amount is to be properly accounted for in a different period. If
the arrangement does not qualify as a "bona-fide severance pay" and "bona-fide
death benefit" plan, your deferral amounts will be subject to tax in the year
in which they are deferred. In that event, if you have not reported such
income, in addition to the Federal income tax you will have to pay, you will
be assessed interest, and you may be subject to certain penalties by the
Internal Revenue Service.

Special Tax Considerations for Non-Qualified Contract for (S)457(e)(11)
Severance and Death Benefit Plans. There is a considerable risk that this
arrangement which is designed under Department of Labor regulations may not
qualify as a "bona-fide severance pay" plan under (S)457(e)(11), the
applicable section of the Code. The term "bona-fide severance pay" plan is not
defined in that section. The term "severance pay" plan has, however, been
construed under other Code sections. The United States Court of Appeals for
the Federal Circuit has indicated that for purposes of another Code section, a
severance pay plan with features similar to this arrangement would not qualify
as a valid severance pay plan. While this case addresses severance pay plans
in a different Code context, it is probable that courts will consider this and
numerous other court decisions in determining the tax consequences of this
arrangement. You should consult with your own tax advisor to determine if the
potential advantages to you of this arrangement outweigh the potential tax
risks in view of your individual circumstances.

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...............................................................

In connection with the sale of the Non-Qualified Contract for Section
457(e)(11) Severance and Death Benefit Plans, MetLife received opinions dated
August 7, 1992 of MetLife's special tax counsel, Piper & Marbury, discussing
the major Federal tax issues arising under (S)457 in connection with various
aspects of this Contract and generally reaching favorable conclusions on those
issues. These opinions were rendered solely to MetLife and may not be relied
upon by other persons, including entities considering making purchase payments
under the Contract. These opinions have not been updated since August 7, 1992.

Non-Qualified Contracts. No limits apply under the Code to the amount of
purchase payments that you may make. Tax on income earned under the Contracts
is generally deferred until it is withdrawn only if you as owner of the
Contract are an individual (or are treatable as a natural person under certain
other circumstances specified by the Code). The following discussion assumes
that this is the case.

Your Non-Qualified Contract may be exchanged for another non-qualified
contract without incurring Federal income taxes if Code requirements are met.
Under the Code, withdrawals need not be made by a particular age. However, it
is possible that the Internal Revenue Service may determine that the Contract
must be surrendered or income payments must commence by a certain age, e.g.,
85 or older. If you die before payment of your entire interest in the Contract
under an income annuity begins, we must make payment of your entire interest
under the Contract within five years of your death or begin payments under an
income annuity allowed by the Code to your beneficiary within one year of your
death. If your spouse is your beneficiary or a co-owner of the Non-Qualified
Contract, this rule does not apply. If you die after income payments begin,
payments must continue to be made at least as rapidly as under the method of
distribution that was used at the time of your death in accordance with the
income type selected.

The tax law treats all non-qualified contracts issued after October 21, 1988
by the same company (or its affiliates) to the same owner during any one
calendar year as one annuity contract. This may result in more income being
taxed to you on withdrawals from the Contract made then would otherwise be the
case. Although the law is not clear, the aggregation rule may also adversely
affect the tax treatment of payments received under an income annuity where
the owner has purchased more than one non-qualified annuity during the same
calendar year from the same or an affiliated company after October 21, 1988,
and is not receiving income payments from all annuities at the same time.

HOW DO FEDERAL INCOME TAXES AFFECT YOUR INCOME ANNUITY?

Generally, all purchase payments under the Income Annuities, other than
purchase payments under Non-Qualified Income Annuities will be on a "before-
tax" basis. This means that the purchase payment was either a reduction from
income, entitled you to a tax deduction or was not subject to current income
tax. Because of this, Federal income taxes are payable on the full amount of
money paid as income payments under the Income Annuity.

Generally, the Enhanced Non-Qualified Preference Plus Income Annuities are
issued on an "after-tax basis" so that making a purchase payment does not
reduce the taxes you pay. That portion of any income payment that represents
income is taxed when you receive it, but that portion that represents the
purchase payment is a nontaxable return of principal.

Under some circumstances certain Income Annuities accept both purchase
payments that have entitled you or the owner to a current tax deduction or to
a reduction in taxable income and those that do not. Taxation of income
payments depends on whether or not you or the owner were entitled to deduct or
exclude from income the purchase payment in compliance with the Code.

FFA-42
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...............................................................

All taxable income payments (other than income payments under the Non-
Qualified and PEDC Income Annuities) will be subject to Federal income tax
withholding unless the payee elects to have no withholding. The rate of
withholding is as determined by the Code at the time of payment. All taxable
income payments under the Non-Qualified and PEDC Income Annuities will be
subject to the same federal income tax withholding treatment as regular wages.

Income payments (other than tax-free transfers under a PEDC plan) that are
allowed before age 59 1/2 are generally subject to an additional 10% tax
penalty on the taxable portion of the income payment. This penalty does not
apply to income payments (1) paid to your beneficiary or your estate after
your death; (2) due to your permanent disability (as defined in the Code); or
(3) made in substantially equal periodic payments (not less frequently than
annually) over your life or life expectancy of you and another person named by
you, (for TSAs and 403(a) plans, you must also be separated from service when
payments begin); and (4) under a Non-Qualified Income Annuity purchased with a
single purchase payment which provides for substantially equal payments (to be
made not less frequently then annually) commencing no later than one year from
the purchase date. Additionally, under TSAs and 403(a) plans the penalty does
not apply to income payments (1) made to you after you separate from service
with your employer after age 55; (2) made to you on account of deductible
medical expenses (whether or not you actually itemize deductions); or (3) made
to an "alternate payee" under a "qualified domestic relations order" (normally
a spouse or ex-spouse). There is a possibility that if you make transfers as
described earlier in this Prospectus before age 59 1/2 or within five years of
the purchase of the Income Annuity, the exercise of the transfer provision may
cause the retroactive imposition of this tax.

If a combination of certain income payments to you from certain tax-favored
plans (which includes (S)403(a) plans, (S)403(b) arrangements, individual
retirement arrangements, SIMPLE IRAs, SEPs and tax-qualified pension and
profit sharing plans) exceeds $160,000 (for 1997), a penalty tax of 15% in
addition to ordinary income taxes is imposed on the excess. However, the 15%
penalty tax is suspended during the calendar years 1997, 1998 and 1999. The
rules as to what income payments are subject to this provision are complex.
The following paragraphs will briefly summarize some of the tax rules, but we
will make no attempt to mention or explain every single rule that may be
relevant to you. We are not responsible for determining if your plan or
arrangement satisfies the requirements of the Code.

For taxable years after 1996, if you do not have a 5% or more ownership
interest in your employer, distributions of your entire interest under the
TSA, PEDC and 403(a) Income Annuities must be made beginning no later than the
April 1 of the calendar year following the later of: the year in which you
reach age 70 1/2 or, to the extent permitted under your plan or contract, the
year you retire. A tax penalty of 50% applies to payments which should have
been made but were not. Complex rules apply to the timing and calculation of
these income payments. Other complex rules apply to how rapidly income
payments must be made after your death. If you die before payments begin under
an Income Annuity, the Code generally requires that your entire interest under
the Income Annuity be paid within five years of the year in which you died. If
you die before payments begin under this Income Annuity, we will pay your
entire interest under the Income Annuity in a lump sum to the beneficiary
after we receive proof of death. If you die after Income Annuity payments
begin, payments must continue to be made in accordance with the income type
selected. The Code requires that payments continue to be made at least as
rapidly as under the method of distribution that was used as of the date of
your death. If the Income Annuity is subject to the Retirement Equity Act,
your spouse has certain rights which may be waived with the written consent of
the spouse.

Any income payments distributed under 403(a) Income Annuities are generally
taxed according to the rules described under (S)72 of the Code.

Non-Qualified Income Annuity for (S)457(f) Deferred Compensation Plans. Any
income payments distributed under the plan to you or your beneficiary are
generally taxed according to the annuity rules under (S)72. Thus, when
deferred compensation is no longer subject to a substantial risk of
forfeiture, it is immediately includible in your income and it becomes an
"after-tax" purchase payment for the purposes of the tax rules governing
income payments in calculating the "exclusion ratio." It is unclear whether
the 10% tax penalty for distributions made prior to age 59 1/2 applies with
respect to income payments made under this type of plan. Thus, you should
consult your own tax advisor to clarify this issue.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Income Annuity to fund a (S)457(f)
deferred compensation plan should be advised to consult with their own tax
advisors regarding the application of the relevant rules to their particular
situation.

In connection with the sale of the Non-Qualified Income Annuity for
(S)457(f) Deferred Compensation Plans, MetLife received opinions effective
September 14, 1995 and dated December 5, 1995 of MetLife's

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...............................................................

special tax counsel, Piper & Marbury, discussing the major Federal tax issues
arising under (S)457 in connection with various aspects of the Non-Qualified
Contract for (S)457(f) Deferred Compensation Plans and generally reaching
favorable conclusions on those issues. These opinions were rendered solely to
MetLife and may not be relied upon by other persons, including entities
considering the purchase of the Income Annuity. These opinions have not been
updated since December 5, 1995 with respect to any changes to the law
subsequent to September 14, 1995.

Non-Qualified Income Annuity for (S)451 Deferred Fee Arrangements. A trust
established by the tax-exempt entity will own a Non-Qualified Income Annuity
which may be subject to taxation rules as described below under "Non-Qualified
Income Annuities." Since the trust is a grantor trust, any tax consequences
arising out of ownership of the Non-Qualified Income Annuity will flow to the
tax-exempt entity that is the grantor of such trust. Each tax-exempt entity
should consult its own tax advisor with respect to the tax rules governing the
Income Annuity. Participants in the taxable entity's deferred compensation
plan must look to the taxable entity for income payments under the plan. These
persons should consult their own tax advisor for information on the tax
treatment of these income payments made under the plan.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Income Annuity to fund a (S)451
deferred fee arrangement should consult with their own tax advisors regarding
the application of the relevant rules to their particular situation.

In connection with the sale of the Non-Qualified Income Annuity for (S)451
Deferred Fee Arrangements, MetLife received opinions effective September 14,
1995 and dated December 5, 1995 of MetLife's special tax counsel, Piper &
Marbury, discussing the major Federal tax issues arising under (S)451 in
connection with various aspects of the Non-Qualified Contract for (S)451
Deferred Fee Arrangements and generally reaching favorable conclusions on
those issues. These opinions were rendered solely to MetLife and may not be
relied upon by other persons, including entities considering the purchase of
the Income Annuity. These opinions have not been updated since December 5,
1995 with respect to any changes to the law subsequent to September 14, 1995.

Non-Qualified Income Annuity for (S)451 Deferred Compensation Plans. A trust
established by the tax-exempt entity or the taxable entity will own a Non-
Qualified Income Annuity which may be subject to taxation rules as described
below under "Non-Qualified Income Annuities." Since the trust is a grantor
trust, any tax consequences arising out of ownership of the Non-Qualified
Income Annuity will flow to the tax-exempt entity or the taxable entity that
is the grantor of such trust. Each such entity should consult its own tax
advisor with respect to the tax rules governing the Income Annuity.
Participants will not be taxed on their tax deferred compensation amounts
until the year in which they are paid or made available to them, unless under
the method of accounting the participant uses in computing taxable income such
amount is to be properly accounted for in a different period.

Given the complexity and uncertainty inherent in this area of the tax law,
entities considering the purchase of this Income Annuity to fund a (S)451
deferred compensation plan should consult with their own tax advisors
regarding the application of the relevant rules to their particular situation.

In connection with the sale of the Non-Qualified Income Annuity for (S)451
Deferred Compensation Plans, MetLife received opinions effective September 14,
1995 and dated December 5, 1995 of MetLife's special tax counsel, Piper &
Marbury, discussing the major Federal tax issues arising under (S)451 in
connection with various aspects of the Non-Qualified Contract for Section 451
Deferred Compensation Plans and generally reaching favorable conclusions on
those issues. These opinions were rendered solely to MetLife and may not be
relied upon by other persons, including entities considering the purchase of
the Income Annuity. These opinions have not been updated since December 5,
1995 with respect to any changes to the laws subsequent to September 14, 1995.

Non-Qualified Income Annuity for (S)457(e)(11) Severance and Death Benefit
Plans. As the owner of a Non-Qualified Income Annuity, the trust is generally
subject to the rules described below under "Non-Qualified Income Annuities."
Since the trust is a grantor trust, any tax consequences arising out of
ownership of the Non-Qualified Income Annuity will flow to the employer, the
grantor of such trust. Each employer should consult with its own tax advisor
with respect to the tax rules governing the Income Annuity.

FFA-44
<PAGE>

...............................................................
computing taxable income such amount is to be properly accounted for in a
different period. If the arrangement does not qualify as a "bona-fide
severance pay" and "bona-fide death benefit" plan, the amounts which
constituted your purchase payment will be subject to tax in the year in which
they are deferred. In that event, if you have not reported such income, in
addition to the Federal income tax you will have to pay, you will be assessed
interest, and you may be subject to certain penalties by the Internal Revenue
Service.

Special Tax Considerations for Non-Qualified Income Annuity for
(S)457(e)(11) Severance and Death Benefit Plans. There is a considerable risk
that this arrangement which is designed under Department of Labor regulations
may not qualify as a "bona-fide severance pay" plan under (S)457(e)(11), the
applicable section of the Code. The term "bona-fide severance pay" plan is not
defined in that section. The term "severance pay" plan has, however, been
construed under other Code sections. The United States Court of Appeals for
the Federal Circuit has indicated that for purposes of another Code section, a
severance pay plan with features similar to this arrangement would not qualify
as a valid severance pay plan. While this case addresses severance pay plans
in a different Code context, it is probable that courts will consider this and
numerous other court decisions in determining the tax consequences of this
arrangement. You should consult with your tax advisor to determine if the
potential advantages to you of this arrangement outweigh the potential tax
risks in view of your individual circumstances.

In connection with the sale of the Non-Qualified Income Annuity for
(S)457(e)(11) Severance and Death Benefit Plans, MetLife received opinions
dated August 7, 1992 of MetLife's special tax counsel, Piper & Marbury,
discussing the major Federal tax issues arising under (S)457 in connection
with various aspects of the Non-Qualified Contract for (S)457(e)(11) Severance
and Death Benefit Plans and generally reaching favorable conclusions on those
issues. These opinions were rendered solely to MetLife and may not be relied
upon by other persons, including entities considering the purchase of the
Income Annuity. These opinions have not been updated since August 7, 1992.

Non-Qualified Income Annuities. The following discussion assumes that you
are an individual (or are treated as a natural person under certain other
circumstances specified by the Code). Income payments are subject to an
"exclusion ratio" which determines how much of each income payment is a non-
taxable return of your purchase payment and how much is a taxable payment of
earnings. Generally, once the total amount treated as a return of your
purchase payment equals the amount of such purchase payment, all remaining
income payments are fully taxable. If you die before the purchase payment is
returned, the unreturned amount may be deductible on your final income tax
return or deductible by your beneficiary if income payments continue after
your death. We will tell the purchaser of an Income Annuity what your purchase
payment was and how much of each income payment is a non-taxable return of
your purchase payment.

If you die before income payments begin, the Code generally requires payment
of your entire interest in the Enhanced Non-Qualified Preference Plus Income
Annuity be made within five years of the date of your death. If you die before
income payments begin, we will pay your entire interest under the Income
Annuity to your beneficiary in a lump sum after we receive proof of your
death. If you die after income payments begin, payments must continue to be
made at least as rapidly as under the method of distribution before your
death, in accordance with the income type selected.

FFA-45
<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Cover Page................................................................ 1
Table of Contents......................................................... 1
Independent Auditors...................................................... 2
Services.................................................................. 2
Distribution of Certificates and Interests in the Contracts and Income An-
nuities.................................................................. 2
Early Withdrawal Charge................................................... 2
Variable Income Payments.................................................. 2
Performance Data.......................................................... 4
Financial Statements of the Separate Account..............................
Financial Statements of MetLife...........................................
</TABLE>

FFA-46
<PAGE>

APPENDIX

ANNUITY TAX TABLE

The following is a current list of jurisdictions in which annuity taxes apply
in respect of the Contracts and Income Annuities and the applicable annuity
tax rates:

<TABLE>
<CAPTION>
KEOGH NON-
TSA IRA, SIMPLE IRA AND 403(a) PEDC QUALIFIED
CONTRACTS AND SEP CONTRACTS CONTRACTS CONTRACTS CONTRACTS
AND INCOME AND INCOME AND INCOME AND INCOME AND INCOME
ANNUITIES ANNUITIES(1) ANNUITIES ANNUITIES(2) ANNUITIES
---------- ----------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
California.............. 0.5% 0.5%(3) 0.5% 2.35% 2.35%
District of Columbia.... 2.25% 2.25% 2.25% 2.25% 2.25%
Kansas.................. -- -- -- -- 2.0%
Kentucky................ 2.0% 2.0% 2.0% 2.0% 2.0%
Maine................... -- -- -- -- 2.0%
Nevada.................. -- -- -- -- 3.5%
U.S. Virgin Islands..... 5.0% 5.0% 5.0% 5.0% 5.0%
South Dakota............ -- -- -- -- 1.25%
Puerto Rico............. 1.0% 1.0% 1.0% 1.0% 1.0%
West Virginia........... 1.0% 1.0% 1.0% 1.0% 1.0%
Wyoming................. -- -- -- -- 1.0%
</TABLE>
- -------

FFA-47
<PAGE>

REQUEST FOR A STATEMENT OF ADDITIONAL INFORMATION/CHANGE OF ADDRESS

If you would like any of the following Statements of Additional Information, or
have changed your address, please check the appropriate box below and return to
the address below.

[_] Metropolitan Life Separate Account E, Metropolitan Series Fund, Inc. and
Calvert Responsibly Invested Balanced Portfolio

[_] Calvert Capital Accumulation Portfolio

[_] Variable Insurance Products Funds

[_] I have changed my address. My CURRENT address is:

Name:
- ------------------------- -------------------------------------------------
(Contract Number)
Address:-------------------------------------------------

-------------------------------------------------

- ------------------------- -------------------------------------------------
(Signature) zip

METROPOLITAN LIFE INSURANCE COMPANY

ATTN: GRACE SHANAHAN
RETIREMENT AND SAVINGS CENTER, AREA 2H
ONE MADISON AVENUE
NEW YORK, NY 10010
<PAGE>

ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN
POSTAGE GUARANTEED
<PAGE>

- --------------------------------------------------------------------------------
Bulk
Rate
U.S.
Postage
[LOGO]MetLife(R) Paid
Rutland,
Metropolitan Life Insurance Company VT
501 US Highway 22 Permit
Bridgewater, NJ 08807-2438 220
ADDRESS CORRECTION REQUESTED

FORWARDING AND RETURN

POSTAGE GUARANTEED
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

METROPOLITAN LIFE SEPARATE ACCOUNT E

PREFERENCE PLUS
AND
FINANCIAL FREEDOM ACCOUNT
GROUP AND INDIVIDUAL ANNUITY CONTRACTS

STATEMENT OF ADDITIONAL INFORMATION

FORM N-4 PART B

May 1, 1997

This Statement of Additional Information is not a prospectus but contains
information in addition to and more detailed than that set forth in the
Prospectuses for Preference Plus and Financial Freedom Account Contracts dated
May 1, 1997 and should be read in conjunction with the Prospectuses. Copies of
the Prospectuses may be obtained from Metropolitan Life Insurance Company, One
Madison Avenue, New York, New York 10010.

A Statement of Additional Information for the Metropolitan Series Fund, Inc.
is attached at the end of this Statement of Additional Information. The
Statements of Additional Information for Calvert Responsibly Invested Balanced
Portfolio, Calvert Responsibly Invested Capital Accumulation Portfolio and
Fidelity Variable Insurance Products Funds are distributed separately.

--------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors...................................................... 2
Services.................................................................. 2
Distribution of Certificates and Interests in the Contracts and Income An-
nuities.................................................................. 2
Early Withdrawal Charge................................................... 2
Variable Income Payments.................................................. 2
Performance Data.......................................................... 4
Financial Statements of the Separate Account..............................
Financial Statements of MetLife...........................................
</TABLE>

--------------
<PAGE>

...............................................................

INDEPENDENT AUDITORS

Deloitte & Touche LLP, 555 Seventeenth Street, Denver, Colorado, independent
auditors, will annually audit the Separate Account's financial statements. The
financial statements for the period ended December 31, 1995 included in this
Statement of Additional Information have been audited by Deloitte & Touche
LLP, as stated in their report appearing herein, and have been so included in
reliance upon such report given upon the authority of such firm as experts in
auditing and accounting.

SERVICES

Metropolitan Life has retained FASCorp. to administer some of its group
contracts in the capacity of a third party administrator. When Metropolitan
Life provides administrative services to groups, such services may be provided
to a group on a basis more favorable than that otherwise made available to
other groups.

DISTRIBUTION OF CERTIFICATES AND INTERESTS IN THE CONTRACTS AND INCOME
ANNUITIES

The certificates and interests in the Contracts and Income Annuities are
sold through individuals who are licensed life insurance sales representatives
of Metropolitan Life Insurance Company ("Metropolitan Life"). Metropolitan
Life is registered with the Securities and Exchange Commission as a broker-
dealer under the Securities Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc. They also are sold through
other registered broker-dealers. They also may be sold through the mail and in
the case of certain Enhanced Preference Plus and VestMet Contracts and Income
Annuities and Financial Freedom Account Contracts and Income Annuities by
certain qualified employees of Metropolitan Life.

From time to time, Metropolitan Life may pay organizations or associations a
fee, reimburse them for certain expenses, lease office space from them,
purchase advertisements in their publications or enter into such other
arrangements in connection with their endorsing or sponsoring Metropolitan
Life's variable annuity contracts or services, for permitting Metropolitan
Life to undertake certain marketing efforts of the organizations' members in
connection with sales of Metropolitan Life variable annuities, or some
combination thereof. Additionally, Metropolitan Life has retained consultants
who are paid a fee for their efforts in establishing and maintaining
relationships between Metropolitan Life and various organizations.

The offering of all Contracts and Income Annuities is continuous. Owners and
participants under Contracts and Income Annuities may not be offered all
investment choices. Each Contract will indicate those investment choices
available under the Contract or Income Annuity.

EARLY WITHDRAWAL CHARGE

The total amount of early withdrawal charges paid to and retained by
Metropolitan Life for the years ended December 31, 1994, 1995 and 1996 were
$3,957,522, $5,252,058 and $ , respectively.

VARIABLE INCOME PAYMENTS

"Variable income payments" include variable income payments made under the
various Income Annuities.

ASSUMED INVESTMENT RATE

The following discussion concerning the amount of variable income payments
is based on an Assumed Investment Rate of 4% per year. It should not be
inferred that such rates will bear any relationship to the actual net
investment experience of the Separate Account.

AMOUNT OF INCOME PAYMENTS

The amount of annuity units which will be received periodically from the
investment division will depend upon the payment or Account Balance applied as
of the annuity date, the annuity unit value as of the annuity date, the amount
of any premium tax owed, any contract charges, the annuity type selected, and
the age(s) and sex of the annuitant(s) (except where unisex values rates are
required by law).

The first payment is equal to the number of units determined, as explained
above, multiplied by the annuity unit value as of the issue date or as of the
date 10 days prior to payment if later. Subsequent payments are equal to the
number of annuity units multiplied by the annuity unit value 10 days prior to
payment.

Income Annuities contain tables indicating the dollar amount of the first
income payment (if the payment is made as of the issue date of the contract)
under each variable income type for each $1,000 of payment or Account Balance
(after deduction for any premium tax) at various ages. These tables are based
upon 1983 Metropolitan adjusted group and individual mortality tables and the
Assumed Investment Rate.

The first variable income payment consists of a portion from each of the
Separate Account investment divisions chosen. Each portion of the first
payment is divided by the annuity unit value (described below) for that
division to determine the number of annuity units in

2
<PAGE>

................................................................................
each division represented by the payment. The number of such units will remain
fixed during the annuity period, assuming the annuitant makes no transfers of
annuity units to provide annuity units under another investment division or to
provide a fixed income option.

Subsequently, the variable income payment amount will be determined as of
the 10th day prior to a payment due date. Each payment may vary from the prior
one.

Therefore, the dollar amount of variable income payments after the first
will vary with the amount by which the investment performance is greater or
less than 4% per annum and separate account expenses. For example, on an
annual basis, if an investment division has a cumulative investment
performance of 6% over a one year period, the first variable income plan
payment in the next year will be approximately 0.75% greater than the payment
on the same date in the preceding year, and subsequent payments will continue
to vary with the investment experience of the division. If such investment
performance return is -1% over a one year period, the first variable income
payment in the next year will be approximately 6.25% less than the payment on
the same date in the preceding year, and subsequent payments will continue to
vary with the investment performance of the applicable division.

Each Contract provides that, when a fixed income option is chosen, the
payment to the annuitant will not be less than the payment produced by the
then current settlement option rates, which will not be less that the rates
used for a currently issued single payment immediate annuity contract. The
purpose of this provision is to assure the annuitant that, at retirement, if
the fixed income option purchase rates for new single payment immediate
contracts are significantly more favorable than the rates guaranteed by a
Contract, the annuitant will be given the benefit of the new rates.

ANNUITY UNIT VALUE

The value of an annuity unit is calculated at the same time that the value
of an accumulation unit is calculated and is based on the same change in
investment performance in the Separate Account. (See "Determining the Value of
Your Separate Account Investment" on page A-PPA-12, B-PPA-13, C-PPA-13 and
FFA-21 in the Prospectus.) The calculation of an annuity unit value is
discussed in the Prospectus under "How is an annuity unit value calculated?"

The following illustrations show, by use of hypothetical examples, the
method of determining the annuity unit value and the amount of variable income
payments:

ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE

<TABLE>
<C> <S> <C>
1. Annuity Unit value, beginning of period........................ $ 10.20000
2. "Experience factor" for period................................. 1.023558
3. Daily adjustment for 4% of Assumed Investment Rate............. .99989255
4. (2) X (3)...................................................... 1.023448
5. Annuity Unit value, end of period (1) X (4).................... $ 10.43917
</TABLE>

ILLUSTRATION OF ANNUITY PAYMENTS
(ASSUMES THE FIRST MONTHLY PAYMENT IS MADE WITHIN 10 DAYS OF THE ISSUE DATE OF
THE INCOME ANNUITY)
Annuitant age 65, Life Annuity with 120 Payments Guaranteed

<TABLE>
<C> <S> <C>
1. Number of Accumulation Units as of Annuity Date............... 1,500.00
2. Accumulation Unit value....................................... $ 11.80000
3. Accumulation Value of Contract (1) X (2)...................... $17,700.00
4. First monthly income payment per $1,000 of Accumulation Value. $ 5.63
5. First monthly income payment (3) X (4) / 1,000 ............... $ 99.65
Annuity Unit Value (see Illustration of Calculation of Annuity
6. Unit Value above as of Annuity Date).......................... $ 10.80000
7. Number of Annuity Units (5) / (6)............................. 9.22685
Assume Annuity Unit Value for the second month equal to (10
8. days prior to payment)........................................ $ 10.97000
9. Second monthly Annuity Payment (7) X (8)...................... $ 101.22
10. Assume Annuity Unit value for third month equal to............ $ 10.52684
11. Next monthly Annuity Payment (7) X (10)....................... $ 97.13
</TABLE>

3
<PAGE>

...............................................................

PERFORMANCE DATA

The yield for the money market investment divisions was derived by taking
the income generated by an investment in a money market division over the
seven-day period and then "annualizing" it, by assuming that the same amount
of income was generated each week over a 52 week period. Total income is shown
as a percentage of the investment. The effective yield figure was obtained in
the same manner as the yield quotation except that investment income was
assumed to be reinvested over the 52 week period. Realized gains and losses
from the sale of securities and unrealized appreciation and depreciation were
excluded from the calculation of yield and effective yield. The yield
quotation for other investment divisions is computed by taking the net
investment income generated over the period per accumulation unit divided by
the price per unit as of the last day of the period. This percentage is then
compounded semiannually. Net investment income is defined, for purposes of
this calculation, as dividends and interest earned during the period minus
accrued expenses. Both the yield and effective yield figures reflect
deductions for the contract charge (for the VestMet Contracts) and charges for
mortality and expense risk and general administrative expenses. The yield and
effective yield figures do not reflect the possible imposition of an early
withdrawal charge of up to 7% of the amount withdrawn or the amount withdrawn
attributable to a purchase payment, which may result in a lower yield figure
being experienced by the investor.

Change in accumulation unit value and change in annuity unit value refer to
the comparison between the value of an accumulation or annuity unit at the
beginning of a specified period of time and the value of an accumulation or
annuity unit at the end of the period. This number is then expressed as a
percentage and may also be expressed as an annualized figure. While general
administrative expenses and mortality and expense risk charges are reflected
in change of accumulation or annuity unit value figures, early withdrawal and
contract charges (for VestMet Contracts and most Income Annuities), if
applicable, are not so reflected.

Average annual total return assumes a steady rate of return based upon a
comparison between the withdrawal value of the hypothetical $1,000 investment
over a specified period of time compared to the initial $1,000 investment,
expressed as a percentage. Early withdrawal charges, as applicable, and other
recurring charges are reflected in average annual total return figures.

Enhanced Preference Plus, Enhanced VestMet and Financial Freedom Contacts
and Enhanced Preference Plus and Financial Freedom Account Income Annuities
performance figures vary from other Preference Plus and VestMet Contracts and
Income Annuities as a result of reduced Separate Account charges.

Performance may also be calculated based upon historical performance of the
underlying mutual funds, the Fund, Calvert Balanced Portfolio, Calvert Capital
Accumulation and Fidelity Funds, and may assume that certain contracts were in
existence prior to their inception date. After the inception date, actual
accumulation or annuity unit data is used.

Performance may be shown for two investment strategies that are made
available under certain Contracts. The first is the "Equity Generator" SM.
Under the "Equity Generator," an amount equal to the interest earned during a
specified interval (i.e., monthly, quarterly) in the Fixed Interest Account is
transferred to the Stock Index Division or the Aggressive Growth Division. The
second technique is the "EqualizerSM." Under this strategy, at the end of a
specified period (i.e., monthly, quarterly), a transfer is made from the Stock
Index Division to the Fixed Interest Account or from the Fixed Interest
Account to the Stock Index Division or the Aggressive Growth Division in order
to make the account and the division equal in value. An "Equity Generator
Return," "Aggressive Equity Generator Return," "Equalizer Return" or
"Aggressive Equalizer Return" will be calculated by presuming a certain dollar
value at the beginning of a period and comparing this dollar value with the
dollar value, based on historical performance, at the end of the period,
expressed as a percentage. The "Return" in each case will assume that no
withdrawals have occurred. We may also show performance for the Equity
Generator and Equalizer investment strategies using other investment divisions
for which these strategies are made available in the future. If we do so,
performance will be calculated in the same manner as described above, using
the appropriate account and/or investment divisions.

4
<PAGE>

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996--PREFERENCE PLUS CONTRACTS
(10% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..................................... % %
Income Division..................................... % %
Diversified Division................................ % %
Aggressive Growth Division.......................... % %
Stock Index Division................................ % %
International Stock Division........................ % %
Calvert Responsibly Invested Balanced Division...... % %
</TABLE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996--PREFERENCE PLUS CONTRACTS
(10% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division......... 7/2/90 % % %
Income Division......... 7/2/90 % % %
Diversified Division.... 7/2/90 % % %
Aggressive Growth Divi-
sion................... 7/2/90 % % %
Stock Index Division.... 7/2/90 % % %
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 % % %
</TABLE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996--PREFERENCE PLUS CONTRACTS (10%
FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division......... 7/2/90 % % %
Income Division......... 7/2/90 % % %
Diversified Division.... 7/2/90 % % %
Aggressive Growth Divi-
sion................... 7/2/90 % % %
Stock Index Division.... 7/2/90 % % %
International Stock Di-
vision................. 7/1/91 % % %
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 % % %
</TABLE>

FOR THE JANUARY 1, 1996 TO DECEMBER 31, 1996--PREFERENCE PLUS (20% FREE
CORRIDOR VERSION)

5
<PAGE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996--PREFERENCE PLUS (20% FREE
CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division......... 7/2/90 % % %
Income Division......... 7/2/90 % % %
Diversified Division.... 7/2/90 % % %
Aggressive Growth Divi-
sion................... 7/2/90 % % %
Stock Index Division.... 7/2/90 % % %
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 % % %
</TABLE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996--PREFERENCE PLUS (20% FREE
CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division......... 7/2/90 % % %
Income Division......... 7/2/90 % % %
Diversified Division.... 7/2/90 % % %
Aggressive Growth Divi-
sion................... 7/2/90 % % %
Stock Index Division.... 7/2/90 % % %
International Stock Di-
vision................. 7/2/91 % % %
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 % % %
</TABLE>

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1996--PREFERENCE PLUS
CONTRACTS

<TABLE>
<S> <C> <C> <C>
Growth Division................................ %
Income Division................................ %
Diversified Division........................... %
Aggressive Growth Division..................... %
Stock Index Division........................... %
International Stock Division................... %
</TABLE>

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996--ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (10% FREE CORRIDOR VERSION)

6
<PAGE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996--ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (10% FREE CORRIDOR VERSION)

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996--ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (10% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division......... 7/2/90 % % %
Income Division......... 7/2/90 % % %
Diversified Division.... 7/2/90 % % %
Aggressive Growth Divi-
sion................... 7/2/90 % % %
Stock Index Division.... 7/2/90 % % %
International Stock Di-
vision................. 7/2/91 % % %
Calvert Responsibly In-
vested Balanced Divi-
sion................... 5/1/91 % % %
</TABLE>

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996-- ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (20% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..... % %
Income Division..... % %
Diversified Divi-
sion............... % %
Aggressive Growth
Division........... % %
Stock Index Divi-
sion............... % %
International Stock
Division........... % %
Calvert Responsibly
Invested Balanced
Division........... % %
Calvert Responsibly
Invested Capital
Accumulation Divi-
sion............... % %
Fidelity Equity-In-
come Division...... % %
Fidelity Growth Di-
vision............. % %
Fidelity Overseas
Division........... % %
Fidelity Investment
Grade Bond Divi-
sion............... % %
Fidelity Asset Man-
ager Division...... % %
</TABLE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996-- ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD)(20% FREE CORRIDOR VERSION)

7
<PAGE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996-- ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (20% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
INCEPTION ACCUMULATION UNIT VALUE AVERAGE ANNUAL
DATE UNIT VALUE ANNUALIZED TOTAL RETURN
--------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division............. 7/2/90 % % %
Income Division............. 7/2/90 % % %
Diversified Division........ 7/2/90 % % %
Aggressive Growth Division.. 7/2/90 % % %
Stock Index Division........ 7/2/90 % % %
International Stock
Division................... 7/1/91 % % %
Calvert Responsibly Invested
Balanced Division.......... 5/1/91 % % %
Calvert Responsibly Invested
Capital Accumulation
Division................... 5/1/92 % % %
Fidelity Equity-Income
Division................... 5/1/92 % % %
Fidelity Growth Division.... 5/1/92 % % %
Fidelity Overseas Division.. 5/1/92 % % %
Fidelity Investment Grade
Bond Division.............. 5/1/92 % % %
Fidelity Asset Manager
Division................... 5/1/92 % % %

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996--
ENHANCED NON-QUALIFIED PREFERENCE PLUS CONTRACTS (NO SALES LOAD)

<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C> <C> <C>
Growth Division............. % %
Income Division............. % %
Diversified Division........ % %
Aggressive Growth Division.. % %
Stock Index Division........ % %
International Stock
Division................... % %
Calvert Responsibly Invested
Balanced Division.......... % %
Calvert Responsibly Invested
Capital Accumulation
Division................... % %

FOR THE PERIOD JANUARY 1, 1992 THROUGH DECEMBER 31, 1996
ENHANCED NON-QUALIFIED PREFERENCE PLUS CONTRACTS (NO SALES LOAD)

<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ ------------ --------------
<S> <C> <C> <C> <C>
Growth Division............. % % %
Income Division............. % % %
Diversified Division........ % % %
Aggressive Growth Division.. % % %
Stock Index Division........ % % %
Calvert Responsibly Invested
Balanced Division.......... % % %
</TABLE>

8
<PAGE>

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996-- ENHANCED NON-QUALIFIED
PREFERENCE PLUS CONTRACTS (NO SALES LOAD)

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1996--
ENHANCED PREFERENCE PLUS CONTRACTS

Growth Division............. %
Income Division............. %
Diversified Division........ %
Aggressive Growth Division.. %
Stock Index Division........ %
International Stock
Division................... %

FOR THE PERIOD MAY 1, 1996 TO DECEMBER 31, 1996--
FINANCIAL FREEDOM ACCOUNT CONTRACTS

<CAPTION>
CHANGE IN
ACCUMULATION
UNIT VALUE
------------
<S> <C> <C> <C> <C>
Growth Division............. %
Income Division............. %
Diversified Division........ %
Aggressive Growth Division.. %
International Stock
Division................... %

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996--
FINANCIAL FREEDOM ACCOUNT CONTRACTS

<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C> <C> <C>
Stock Index Division........ % %
Calvert Responsibly Invested
Balanced Division.......... % %
Calvert Responsibly Invested
Capital Accumulation
Division................... % %
Fidelity Equity-Income
Division................... % %
Fidelity Growth Division.... % %
Fidelity Overseas Division.. % %
Fidelity Investment Grade
Bond Division.............. % %
Fidelity Asset Manager
Division................... % %
</TABLE>

9
<PAGE>

FOR THE PERIOD JANUARY 2, 1992 TO DECEMBER 31, 1996-- FINANCIAL FREEDOM ACCOUNT
CONTRACTS

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ ------------ --------------
<S> <C> <C> <C> <C>
Stock Index Division.... % % %
Calvert Responsibly
Invested Balanced
Division............... % % %
Calvert Responsibly
Invested Capital
Accumulation Division.. % % %
Fidelity Equity-Income
Division............... % % %
Fidelity Growth
Division............... % % %
Fidelity Overseas
Division............... % % %
Fidelity Investment
Grade Bond Division.... % % %
Fidelity Asset Manager
Division............... % % %

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996--FINANCIAL FREEDOM ACCOUNT
CONTRACTS

<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION
ACCUMULATION UNIT VALUE AVERAGE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Stock Index Division.... 7/1/91 % % %
Calvert Responsibly
Invested Balanced
Division............... 7/1/91 % % %
Calvert Responsibly
Invested Capital
Accumulation Division.. 7/1/91 % % %
Fidelity Equity-Income
Division............... 7/1/91 % % %
Fidelity Growth
Division............... 7/1/91 % % %
Fidelity Overseas
Division............... 7/1/91 % % %
Fidelity Investment
Grade Bond Division.... 7/1/91 % % %
Fidelity Asset Manager
Division............... 7/1/91 % % %

MONEY MARKET DIVISIONS--SEVEN DAY PERIOD ENDING DECEMBER 31, 1996

<CAPTION>
EFFECTIVE
YIELD YIELD
------------ --------------
<S> <C> <C> <C> <C>
VestMet Contracts....... % %
Enhanced VestMet
Contracts.............. % %
Financial Freedom
Account Contracts...... % %

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996--VESTMET CONTRACTS

<CAPTION>
CHANGE IN AVERAGE
ACCUMULATION ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C> <C> <C>
Growth Division......... % %
Income Division......... % %
Diversified Division.... % %
Aggressive Growth
Division............... % %
Stock Index Division.... % %
</TABLE>

10
<PAGE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996--VESTMET CONTRACTS

<TABLE>
<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
UNIT VALUE ANNUALIZED TOTAL RETURN
------------ ------------ ------------
<S> <C> <C> <C> <C>
Growth Division.......... % % %
Income Division.......... % % %
Diversified Division..... % % %
Aggressive Growth
Division................ % % %
Stock Index Division..... % % %

FOR THE PERIOD JANUARY 1, 1987 TO DECEMBER 31, 1996--VESTMET CONTRACTS

<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Growth Division.......... 3/ 1/85 % % %
Income Division.......... 3/ 1/85 % % %
Diversified Division..... 7/25/86 % % %

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996--VESTMET CONTRACTS

<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Aggressive Growth
Division................ 5/18/88 % % %
Stock Index Division..... 5/ 1/90 % % %

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1996--VESTMET CONTRACTS

Growth Division.......... %
Income Division.......... %
Diversified Division..... %
Aggressive Growth
Division................ %
Stock Index Division..... %

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996--
ENHANCED VESTMET CONTRACTS

<CAPTION>
CHANGE IN AVERAGE
ACCUMULATION ANNUAL
UNIT VALUE TOTAL RETURN
------------ ------------
<S> <C> <C> <C> <C>
Growth Division.......... % %
Income Division.......... % %
Diversified Division..... % %
Aggressive Growth
Division................ % %
Stock Index Division..... % %
</TABLE>

11
<PAGE>

FOR THE PERIOD JANUARY 1, 1992 TO DECEMBER 31, 1996-- ENHANCED VESTMET
CONTRACTS

<TABLE>
<CAPTION>
CHANGE IN CHANGE IN AVERAGE
ACCUMULATION ACCUMULATION ANNUAL
UNIT VALUE UNIT ANNUALIZED TOTAL RETURN
------------ --------------- ------------
<S> <C> <C> <C> <C>
Growth Division......... % % %
Income Division......... % % %
Diversified Division.... % % %
Aggressive Growth
Division............... % % %
Stock Index Division ... % % %

FOR THE PERIOD INCEPTION TO DECEMBER 31, 1996--ENHANCED VESTMET CONTRACTS

<CAPTION>
CHANGE IN
CHANGE IN ACCUMULATION AVERAGE
ACCUMULATION UNIT VALUE ANNUAL
INCEPTION DATE UNIT VALUE ANNUALIZED TOTAL RETURN
-------------- ------------ --------------- ------------
<S> <C> <C> <C> <C>
Growth Division......... 5/11/87 % % %
Income Division......... 5/11/87 % % %
Diversified Division.... 5/11/87 % % %
Aggressive Growth
Division............... 5/18/88 % % %
Stock Index Division.... 5/ 1/90 % % %

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1996--
ENHANCED VESTMET CONTRACTS

Growth Division......... %
Income Division......... %
Diversified Division.... %
Aggressive Growth
Division............... %
Stock Index Division.... %
</TABLE>

12
<PAGE>

PART II

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS

The following financial statements are included in Part B of this
Post-Effective Amendment on Form N-4 (To be filed by amendment):

Metropolitan Life Separate Account E

Financial Statements for the Year Ended December 31, 1996
Independent Auditors' Report
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements

Metropolitan Life Insurance Company

Financial Statements for the Years Ended December 31, 1996 and
1995
Independent Auditors' Report
Balance Sheets
Statements of Operations and Surplus
Statements of Cash Flow
Notes to Financial Statements

(b) EXHIBITS

<TABLE>
<C> <S>
(1) --Resolution of the Board of Directors of Metropolitan Life
establishing Separate Account E./25/
(2) --Not applicable.
(3)(a) --Not applicable.
(b) --Form of Selected Broker Agreement./25/
(c) --Participation Agreement--Calvert/16/
(d) --Participation Agreements--Fidelity Distributors
Corp./18/
(4)(a) --Amended Form of IRC Section 401 Group Annuity Contract
(VestMet)./13/
(a)(i) --Form of IRC Section 401 Group Annuity Contract
(Preference Plus) (Version 2)./15/
(a)(ii) --Form of IRC Section 401 Group Annuity Contract
(Preference Plus) (Allocated and
Unallocated)./16/,/18/,/19/,/20/,/22/
(a)(iii) --Form IRC Section 401 Individual Annuity Contract
(Preference Plus)./22/
(a)(iv) --Form IRC Section 401 Group Annuity Contract (Preference
Plus) (Oregon)./25/
(a)(v) --Form IRC Section 401 Group Annuity Contract (Preference
Plus) (Allocated)./27/
(a)(vi) --Form IRC Section 401 Group Annuity Contract (Preference
Plus) (Allocated) (New York)./27/
(a)(vii) --Form of Certificate under IRC Section 401 Group Annuity
Contract (Preference Plus) (New York)./27/
(b) --Amended Form of IRC Section 403(b) Group Annuity Contract
(VestMet)./13/
(b)(i) --Amended Form of IRC Section 403(b) Group Annuity Contract
(Preference Plus)./16/
(b)(i)(A) --Form of IRC Section 403(b) Group Annuity Contract
(Financial Freedom-LIJ)./20/

</TABLE>

II-1
<PAGE>

<TABLE>
<C> <S>
(b)(i)(B) --Form of IRC Section 403(b) Group Annuity Contract
(Enhanced Preference Plus Contract-Montefiore Medical
Center, Maimonides Medical Center, The Mount Sinai
Hospital)./25/
(b)(i)(C) --Form of IRC Section 403(b) Group Annuity Contract
(Financial Freedom Account) (New Jersey-ABP)./27/
(b)(i)(D) --Form of IRC Section 403(b) Group Annuity Contract
(Financial Freedom Account) (Texas-ORP)./27/
(b)(i)(E) --Form of IRC Section 403(b) Individual Annuity Contract
(Preference Plus) (Oregon)./27/
(b)(ii) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Vest- Met)./13/
(b)(iii) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Preference Plus) (Version 2)./15/
(b)(iii)(A) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Preference Plus) (Versions 1 and
2)./15/
(b)(iii)(B) --Amended Form of Certificate under IRC Section 403(b)
Group Annuity Contract (Preference Plus) (New
York)./16/
(b)(iii)(C) --Form of Certificate under IRC Section 403(b) Group Annuity
Contract (Financial Freedom Account)/20/
(b)(iii)(D) --Forms of Certificate under IRC Section 403(b) Group
Annuity Contract (Preference Plus--Enhanced TSA
Preference Plus Contract)./20/,/22/
(b)(iii)(E) --Amended Form of Certificate under IRC Section 403(b)
Group Annuity Contract (Preference Plus)./20/
(b)(iii)(F) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Chapman)./22/
(b)(iii)(G) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Preference Plus, Enhanced Preference
Plus, Financial Freedom) (Oregon)./25/
(b)(iii)(H) --Form of Endorsement under IRC Section 403(b) Group
Annuity Contract (Preference Plus)./25/
(b)(iii)(I) --Form of Endorsement under Section 403(b) Group Annuity
Contract (Preference Plus, Enhanced Preference Plus,
Financial Freedom)./25/
(b)(iv) --Form of Texas Rider for Certificate under IRC Section
403(b) Group Annuity Contract (VestMet)./1/
(b)(v) --Form of Texas Endorsement for Certificate under IRC
Section 403(b) Group Annuity Contract (Preference
Plus)./23/
(b)(vi) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Financial Freedom Account) (New
Jersey-ABP)./27/
(b)(vii) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Enhanced Preference Plus)
(Oregon)./27/
(b)(viii) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Financial Freedom) (Texas-ORP)./27/
(b)(ix) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Financial Freedom Account) (Texas-
ORP)./27/
(b)(x) --Form of Endorsement under IRC Section 403(b) Group
Annuity Contract, 403(a) Group Annuity Contract and
Individual Retirement Annuity Contract./27/
(b)(xi) --Form of Endorsement under IRC Section 403(b) Group
Annuity Contract./27/

</TABLE>

II-2
<PAGE>

<TABLE>
<C> <S>
(c) --Form of IRC Section 408 Simplified Employee Pension
Contract (VestMet)./2/
(c)(i)(A) --Form of IRC Section 408 Simplified Employee Pension
Contract (Preference Plus) (Version 2)./15/
(c)(i)(B) --Amended Form of IRC Section 408 Simplified Employee
Pension Contract (Preference Plus)./16/
(c)(i)(C) --Form of IRC Section 408 Simplified Employee Pension
Contract (Preference Plus) (Oregon)./25/
(c)(i) --Form of IRC Section 408 Simplified Employee Pension
Contract (Illinois, Minnesota) (VestMet)./3/
(c)(ii) --Form of IRC Section 408 Simplified Employee Pension
Contract (Michigan) (VestMet)./3/
(c)(iii) --Form of IRC Section 408 Simplified Employee Pension
Contract (New York) (VestMet)./3/
(c)(iv) --Form of IRC Section 408 Simplified Employee Pension
Contract (South Carolina) (VestMet)./3/
(c)(v) --Form of IRC Section 408 Simplified Employee Pension
Contract (Pennsylvania) (VestMet)./4/
(c)(vi) --Form of IRC Section 408 Simplified Employee Pension
Contract (Washington) (VestMet)./4/
(c)(vii) --Information Statement concerning IRC Section 408
Simplified Employee Pension Contract (VestMet)./5/
(d) --Form of IRC Section 408 Individual Retirement Annuity
Contract (VestMet)./2/
(d)(i)(A) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Preference Plus) (Version 2)./15/
(d)(i)(B) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Preference Plus)./16//22/
(d)(i)(C) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Preference Plus) (Oregon)./25/
(d)(i) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract (VestMet)./3/
(d)(ii) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Michigan) (VestMet)./3/
(d)(iii) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Illinois, Minnesota) (VestMet)./3/
(d)(iv) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Michigan) (VestMet)./3/
(d)(v) --Form of IRC Section 408 Individual Retirement Annuity
Contract (New York) (VestMet)./3/
(d)(vi) --Form of IRC Section 408 Individual Retirement Annuity
Contract (South Carolina) (VestMet)./3/
(d)(vii) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Pennsylvania) (VestMet)./4/
(d)(viii) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Washington) (VestMet)./4/
(d)(ix) --Information Statement concerning IRC Section 408
Individual Retirement Annuity Contract (VestMet)./5/
(d)(x) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract (VestMet)./13/
</TABLE>

II-3
<PAGE>

<TABLE>
<C> <S>
(d)(xi) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract (Michigan) (VestMet)./13/
(d)(xii) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract (South Carolina)
(VestMet)./13/
(d)(xiii) --Form of Endorsement to IRC Section 408 Individual Annuity
Contract (Preference Plus)./27/
(e) --Amended Form of IRC Section 408 Group Individual
Retirement Annuity Contract (VestMet)./13/
(e)(1) --Form of IRC Section 408 Group Individual Retirement
Annuity Contract (Preference Plus)./15/
(e)(i) --Form of Certificate under IRC Section 408 Group
Individual Retirement Annuity Contract (VestMet)./13/
(e)(i)(A) --Form of Certificate under IRC Section 408 Group
Individual Retirement Annuity Contract (Preference
Plus)./20/
(e)(i)(B) --Form of Certificate under IRC Section 408 Group
Individual Retirement Annuity Contract
(Enhanced)./22/,/25/
(e)(i)(C) --Form of Certificate under IRC Section 408 Group
Individual Retirement Annuity Contract (Oregon)./25/
(f) --Amended Form of IRC Section 457 Group Annuity Contract
for Public Employee Deferred Compensation Plans
(VestMet)./13/
(f)(i) --Form of IRC Section 457 Group Annuity Contract for Public
Employee Deferred Compensation Plans (Preference Plus)
(Version 2)./15/
(f)(ii) --Amended Form of IRC Section 457 Group Annuity Contract
for Public Employee Deferred Compensation Plans
(Preference Plus)./20/
(f)(iii) --Form of IRC Section 457 Group Annuity Contract for Public
Employee Deferred Compensation Plans (Enhanced Preference
Plus)./20/
(f)(iv) --Form of IRC Section 457 Group Annuity Contract for Public
Employee Deferred Compensation Plans (Financial
Freedom)./20/
(f)(v) --Form of IRC Section 457 Group Annuity Contract for Public
Employee Deferred Compensation Plans (Enhanced Preference
Plus)./27/
(g) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract which Converts Contract into
Non-Qualified Status (VestMet)./13/
(g)(1) --Form of Non-Qualified Contract (Preference Plus) (Version
2)./15/
(g)(i)(A) --Amended Form of Non-Qualified Contract (Preference
Plus)./16//22/
(g)(i)(B) --Form of Non-Qualified Contract (Preference Plus)
(Oregon)./25/
(g)(i) --Information Statement concerning IRC Section 408
Individual Retirement Annuity Contract with Non-Qualified
Endorsement (VestMet)./5/
(g)(ii) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract with Non-Qualified Endorsement
(Michigan) (VestMet)./13/
(g)(iii) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract with Non-Qualified Endorsement
(South Carolina) (VestMet)./13/

(h) --Amended Form of Non-Qualified Group Contract
(VestMet)./13/
(h)(1) --Form of Non-Qualified Group Contract (Preference
Plus)./15/
(h)(i) --Form of Certificate under Non-Qualified Group Contract
(VestMet)./13/
(h)(i)(A) --Forms of Certificate under Non-Qualified Group Contract
(Preference Plus)./15/,/20/,/22/
</TABLE>

II-4
<PAGE>

<TABLE>
<C> <S>
(h)(i)(A)(i) --Form of Certificate under Non-Qualified Group
Contract (Preference Plus-Enhanced Contract; Enhanced
Preference Plus)./25/
(h)(i)(A)(ii) --Form of Certificate under Non-Qualified Group
Contract (Preference Plus-Enhanced Contract; Enhanced
Preference Plus) (Oregon)./25/
(h)(i)(B) --Form of Non-Qualified Group Contract (Preference
Plus)./17/
(h)(i)(C) --Form of Non-Qualified Group Contract (Enhanced
Preference Plus)./19/
(h)(i)(D) --Form of Endorsement Concerning Nursing Home or
Terminal Illness./25/
(i) --Endorsement with respect to Individual IRA and
Individual Non-Qualified Contract concerning Death
Benefit Provisions (VestMet)./4/
(j) --Specimen of variable retirement annuity contract for
Metropolitan Variable Account B./6/
(k) --Proposed Form of Metropolitan Investment Annuity
Program, Form 37-74 MIAP for Metropolitan Life
Variable Account C./7/
(l) --Proposed Form of Metropolitan Investment Annuity
Program, Form 37-74 MIAP for Metropolitan Life
Variable Account D./8/
(m) --Specimen of Flexible-Purchase Variable Annuity
Contract for Metropolitan Variable Account A./9/
(n) --Specimen of Variable Annuity Contract, Forms 37TV-65
and 20SV-65 for Metropolitan Variable Account B./10/
(o) --Form of Certificate under IRC Section 403(a) Group
Annuity Contract (Preference Plus)./19/
(o)(i) --Forms of Certificate under IRC Section 403(a) Group
Annuity Contract (Financial Freedom)./20/,/22/
(o)(ii) --Form of Certificate under IRC Section 403(a) Group
Annuity Contract (South Carolina)./22/
(o)(iii) --Form of Certificate under IRC Section 403(a) Group
Annuity Contract (SUNY)./22/
(o)(iv) --Form of Certificate under IRC Section 403(a) Group
Annuity Contract (Oregon)./25/
(p) --Form of Single Premium Immediate Income Payment
Contract (Preference Plus)./20/,/21/
(q) --Form of Single Premium Immediate Income Payment
Certificate (Enhanced Preference Plus and Financial
Freedom)./20/,/21/
(r) --Endorsements for Single Premium Immediate Income
Payment Contract./22/
(5)(a) --Participation Request and Agreement for the IRC
Section 401 Group Annuity Contract./1/
(b) --Enrollment Form with respect to the IRC Section 401
Group Annuity Contract./1/
(b)(i) --Enrollment Form with respect to the IRC Section 401
Group Annuity Contract (Preference Plus)
(Allocated)./18/
(c) --Participation Request and Agreement for the IRC
Section 403(b) Group Annuity Contract./1/
(c)(i) --Participation Request and Agreement for the IRC
Section 403(b) Group Annuity Contract (Direct Mail
Form)./12/
(d) --Enrollment Form with respect to the IRC Section
403(b) Group Contract and the IRC Section 457 Group
Annuity Contract./25/
(d)(i) --403(b) Tax Deferred Annuity Customer Agreement
Acknowledgement./13/
</TABLE>

II-5
<PAGE>

<TABLE>
<C> <S>
(d)(ii) --Enrollment Form with respect to the IRC Section 403(b)
Group Annuity Contract (Enhanced Preference Plus
TSA)./20/
(d)(iii) --Enrollment Form with respect to the IRC Section 403(b)
Group Annuity Contract (FFA-TSA)./20/
(e) --Enrollment Form with respect to the IRC Section 403(b)
Group Annuity Contract and the IRC Section 457 Group
Annuity Contract./1/
(f) --Application for an IRC Section 408 Simplified Employee
Pension, IRA and Non-Qualified Contracts (Preference
Plus)./25/
(f)(i) --Application for Individual IRA and Non-Qualified Contract
(Direct Mail Form)./12/
(g) --Employer Adoption Request Form./12/
(g)(i) --Employer Utilization Request Form./12/
(g)(ii) --Enrollment Form for IRC Section 408 Group Individual
Retirement Account Contract and Non-Qualified Group
Contract./12/
(g)(iii) --Funding Authorization and Agreement./20/
(g)(iv) --Funding Authorization and Agreement (SEP)./20/
(h)(i) --Enrollment Form for IRC Section 408 Individual Retirement
Annuity, IRC Section 408k Simplified Employee Pension and
Non-Qualified Income Annuity Contract./21/
(h)(ii) --Enrollment Form for IRC Sections 403(b), 403(a) and 457
Group Income Annuity Contract./21/
(h)(iii) --Enrollment Form for Group IRA Rollover Annuity (Preference
Plus-Enhanced Contract)./25/
(h)(iv) --Enrollment Form for Group Non-Qualified Supplemental
Savings (Preference Plus-Enhanced Contract)./25/
(6) --Charter and By-Laws of Metropolitan Life./25/
(6)(a) --By-Laws Amendment./25/
(7) --Not applicable.
(8) --Not applicable.
(9) --Opinion and consent of counsel as to the legality of the
securities being registered./2/
(10) --Not applicable.
(11) --Not applicable.
(12) --Not applicable.
(13)(a) --Powers of Attorney./14/,/22/,/24/,/27/
(13)(b) --Schedules of Performance. (To be filed by amendment.)
(27) --Financial Data Schedules. (To be filed by amendment.)
</TABLE>
- --------
1. Filed with initial filing of this Registration Statement on Form S-6 on
April 6, 1984.
2. Filed with Pre-Effective Amendment No. 1 to this Registration Statement on
Form S-6 on December 19, 1984.
3. Filed with Post-Effective Amendment No. 1 to this Registration Statement
on Form S-6 on April 25, 1985.
4. Filed with Post-Effective Amendment No. 2 to this Registration Statement
on Form S-6 on April 25, 1986.
5. Filed with Post-Effective Amendment No. 3 to this Registration Statement
on Form S-6 on July 25, 1986.

II-6
<PAGE>

6. Filed with Post-Effective Amendment No. 16 to Metropolitan Variable
Account B Registration Statement under the Securities Act of 1933. IRA
Endorsement filed as Exhibit to Form N-1Q, June 30, 1979.
7. Filed as Exhibit No. 14 to Form N-8B-1 for Metropolitan Life Variable
Account C, File No. 811-2017. Amended Metropolitan Investor-Annuity
Program Form 37-75 MIAP-Calif. (for use in California only) and Form 37-75
MIAP (for use outside of California), with endorsement, Form R.S. 549 all
previously filed as Exhibits 4(a) and 4(b), respectively, to form N-1Q
dated January 30, 1976.
8. Filed as Exhibit No. 14 to Form N-8B-1 for Metropolitan Life Variable
Account D, File No. 811-2443. Amended Metropolitan Investor-Annuity
Program Form 37-75 MIAP-Calif. (for use in California only) filed as
Exhibit No. 4 to Form N-1Q, January 30, 1976.
9. Filed with the initial filing of the Registration Statement of
Metropolitan Variable Account A of Metropolitan Life Insurance Company on
May 28, 1969.
10. Filed as Exhibit No. 3 to Form N-8B-1 for Metropolitan Variable Account B,
File No. 811-2017.
11. Filed with Post-Effective Amendment No. 4 to this Registration Statement
on Form N-4 on April 9, 1987.
12. Filed with Post-Effective Amendment No. 6 to this Registration Statement
on Form N-4 on April 1, 1988.
13. Filed with Post-Effective Amendment No. 7 to this Registration Statement
on Form N-4 on April 24, 1989.
14. Powers of attorney for all directors of Metropolitan Life Insurance
Company, except George M. Keller, and Frederick P. Hauser, (Principal
Accounting Officer) were filed with Post-Effective Amendment No. 6.
15. Filed with Post-Effective Amendment No. 9 to this Registration Statement
on Form N-4 on March 1, 1990.
16. Filed with Post-Effective Amendment No. 11 to this Registration Statement
on Form N-4 on March 1, 1991.
17. Filed with Post-Effective Amendment No. 12 to this Registration Statement
on Form N-4 on April 24, 1991.
18. Filed with Post-Effective Amendment No. 13 to this Registration Statement
on Form N-4 on February 28, 1992.
19. Filed with Post-Effective Amendment No. 14 to this Registration Statement
on Form N-4 on April 25, 1992.
20. Filed with Post-Effective Amendment No. 15 to this Registration Statement
on Form N-4 on April 8, 1993.
21. Filed with Post-Effective Amendment No. 16 to this Registration Statement
on Form N-4 on April 27, 1994.
22. Filed with Post-Effective Amendment No. 17 to this Registration Statement
on Form N-4 on March 1, 1995.
23. Filed with Post-Effective Amendment No. 18 to this Registration Statement
on Form N-4 on April 25, 1995.

24. Power of Attorney for Ruth J. Simmons filed with Post-Effective Amendment
No. 18 to this Registration Statement on Form N-4 on February 27, 1996.

25. Filed with Post-Effective Amendment No. 19 to this Registration Statement
on Form N-4 on February 27, 1996.

26. Filed with Post-Effective Amendment No. 20 to this Registration Statement
on Form N-4 on April 29, 1996.

27. Filed herewith. Powers of attorney for Gerald Clark, Burton A. Dole, Jr.
and Charles H. Leighton are also filed herewith.

II-7
<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
---- ---------------------- ---------------------
<S> <C> <C>
Curtis H. Barnette...... Chairman and Chief Executive Officer, Director
Bethlehem Steel Corporation,
1170 Eighth Avenue,
Martin Tower 2118,
Bethlehem, PA 18016-7699.
Gerald Clark............ Senior Executive Vice-President and Director
Chief Investment Officer,
Metropolitan Life Insurance Company,
One Madison Avenue,
New York, NY 10010.
Joan Ganz Cooney........ Chairman, Executive Committee, Director
Children's Television Workshop,
One Lincoln Plaza,
New York, NY 10023.
Burton A. Dole, Jr. .... Chairman of the Board, Director
Nellcor Puritan Bennett,
2200 Faraday Avenue,
Carlsbad, CA 92008-7208.
James R. Houghton....... Retired Chairman of the Board and Director
Chief Executive Officer,
Corning Incorporated,
80 East Market Street, 2nd Floor,
Corning, NY 14830.
Harry P. Kamen.......... Chairman, President and Chairman, President,
Chief Executive Officer, Chief Executive
Metropolitan Life Insurance Company, Officer and Director
One Madison Avenue,
New York, NY 10010.
Helene L. Kaplan........ Of Counsel, Skadden, Arps, Slate, Director
Meagher and Flom,
919 Third Avenue,
New York, NY 10022.
Charles H. Leighton..... Chairman and Chief Executive Officer, Director
CHL Group, Inc.,
524 Main Street,
Acton, MA 01720.
Richard J. Mahoney...... Chairman of the Executive Committee, Director
Monsanto Company--Mail Zone N3L,
800 N. Lindbergh Blvd.,
St. Louis, MO 63167.
Allen E. Murray......... Retired Chairman of the Board and Director
Chief Executive Officer,
Mobil Corporation,
P.O. Box 2072,
New York, NY 10163.
</TABLE>

II-8
<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION & POSITIONS AND OFFICES
NAME BUSINESS ADDRESS WITH DEPOSITOR
---- ---------------------- ---------------------
<S> <C> <C>
John J. Phelan, Jr. .... Retired Chairman and Director
Chief Executive Officer,
New York Stock Exchange,
P.O. Box 312,
Mill Neck, NY 11765.
John B. M. Place........ Former Chairman of the Board, Director
Crocker National Corporation,
111 Sutter Street, 4th Fl.,
San Francisco, CA 94104.
Hugh B. Price........... President and Chief Executive Director
Officer,
National Urban League, Inc.,
500 East 62nd Street,
New York, NY 10021.
Robert G. Schwartz...... Retired Chairman of the Board, Director
President and Chief Executive
Officer,
Metropolitan Life Insurance Company,
200 Park Avenue, Suite 5700,
New York, NY 10166.
Ruth J. Simmons, Ph.D... President, Director
Smith College,
College Hall 20,
Northhampton, MA 01063.
William S. Sneath....... Retired Chairman of the Board, Director
Union Carbide Corporation,
41 Leeward Lane,
Riverside, CT 06878.
</TABLE>

Set forth below is a list of certain principal officers of Metropolitan
Life. The principal business address of each officer of Metropolitan Life is
One Madison Avenue, New York, New York 10010.

<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METROPOLITAN LIFE
--------------- -------------------------------
<S> <C>
Harry P. Kamen.................... Chairman of the Board, President and Chief
Executive Officer
Gerald Clark...................... Senior Executive Vice-President and Chief
Investment Officer
Stewart G. Nagler................. Senior Executive Vice-President and Chief
Financial Officer
Gary A. Beller.................... Executive Vice-President and General Counsel
Robert H. Benmosche............... Executive Vice-President
C. Rob Henrikson.................. Executive Vice-President
Jeffrey J. Hodgman................ Executive Vice-President
David A. Levene................... Executive Vice-President
John D. Moynahan, Jr. ............ Executive Vice-President
Catherine A. Rein................. Executive Vice-President
William J. Toppeta................ Executive Vice-President
John H. Tweedie................... Executive Vice-President
Richard M. Blackwell.............. Senior Vice-President
</TABLE>

II-9
<PAGE>

<TABLE>
<CAPTION>
NAME OF OFFICER POSITION WITH METROPOLITAN LIFE
--------------- -------------------------------
<S> <C>
James B. Digney........................ Senior Vice-President
William T. Friedewald, M.D............. Senior Vice-President
Ira Friedman........................... Senior Vice-President
Frederick P. Hauser.................... Senior Vice-President & Controller
Anne E. Hayden......................... Senior Vice-President
Sibyl C. Jacobson...................... Senior Vice-President
Joseph W. Jordan....................... Senior Vice-President

Nicholas D. Latrenta................... Senior Vice-President
Leland C. Launer, Jr. ................. Senior Vice-President
Terence I. Lennon...................... Senior Vice-President
James L. Lipscomb...................... Senior Vice-President
James M. Logan......................... Senior Vice-President
Francis P. Lynch....................... Senior Vice-President
Dominick A. Prezzano................... Senior Vice-President
Joseph A. Reali........................ Senior Vice-President
Vincent P. Reusing..................... Senior Vice-President
Felix Schirripa........................ Senior Vice-President
Robert E. Sollmann, Jr. ............... Senior Vice-President
Thomas L. Stapleton.................... Senior Vice-President & Tax Director
James F. Stenson....................... Senior Vice-President
Stanley J. Talbi....................... Senior Vice-President
Richard R. Tarte....................... Senior Vice-President
Arthur G. Typermass.................... Senior Vice-President & Treasurer
James A. Valentino..................... Senior Vice-President
Judy E. Weiss.......................... Senior Vice-President & Chief Actuary
Richard F. Wiseman..................... Senior Vice-President
Harvey M. Young........................ Senior Vice-President
Louis J. Ragusa........................ Vice-President and Secretary
</TABLE>

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

The registrant is a separate account of Metropolitan Life Insurance Company
under the New York Insurance law. Under said law the assets allocated to the
separate account are the property of Metropolitan Life Insurance Company. No
person has the direct or indirect power to control Metropolitan Life Insurance
Company. As a mutual life insurance company, Metropolitan Life Insurance
Company has no stockholders. Its Board of Directors is elected in accordance
with New York Insurance Law by Metropolitan's policyholders, whose policies or
contracts have been in force for at least one year. Each such policyholder has
only one vote, irrespective of the number of policies or contracts held and
the amount thereof. The following diagram indicates those persons who are
controlled by or under common control with Metropolitan Life Insurance
Company:

II-10
<PAGE>

ORGANIZATIONAL STRUCTURE OF METROPOLITAN AND SUBSIDIARIES
AS OF DECEMBER 31, 1996

The following is a list of subsidiaries of Metropolitan Life Insurance Company
("Metropolitan") as of December 31, 1996. Those entities which are listed at
the left margin (labelled with capital letters) are direct subsidiaries of
Metropolitan. Unless otherwise indicated, each entity which is indented under
another entity is a subsidiary of such indented entity and, therefore, an
indirect subsidiary of Metropolitan. Certain inactive subsidiaries have been
omitted from the Metropolitan 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. Metropolitan Tower Corp. (Delaware)

1. Metropolitan Property and Casualty Insurance Company (Rhode Island)

a. Metropolitan Group Property and Casualty Insurance Company
(Rhode Island)

i. Metropolitan Reinsurance Company (U.K.) Limited (Great
Britain)

b. Metropolitan Casualty Insurance Company (Rhode Island)
c. Metropolitan General Insurance Company (Rhode Island)
d. First General Insurance Company (Georgia)
e. Metropolitan P&C Insurance Services, Inc. (California)
f. Metropolitan Lloyds, Inc. (Texas)
g. Met P&C Managing General Agency, Inc. (Texas)

2. Metropolitan Insurance and Annuity Company (Delaware)

a. MetLife Europe I, Inc. (Delaware)
b. MetLife Europe II, Inc. (Delaware)
c. MetLife Europe III, Inc. (Delaware)
d. MetLife Europe IV, Inc. (Delaware)
e. MetLife Europe V, Inc. (Delaware)

3. MetLife General Insurance Agency, Inc. (Delaware)

a. MetLife General Insurance Agency of Alabama, Inc. (Alabama)
b. MetLife General Insurance Agency of Kentucky, Inc. (Kentucky)
c. MetLife General Insurance Agency of Mississippi, Inc.
(Mississippi)
d. MetLife General Insurance Agency of Texas, Inc. (Texas)
e. MetLife General Insurance Agency of North Carolina, Inc. (North
Carolina)
f. MetLife General Insurance Agency of Massachusetts, Inc.
(Massachusetts)

II-11

<PAGE>

4. Metropolitan Asset Management Corporation (Delaware)

a. MetLife Capital Holdings, Inc. (Delaware)

i. MetLife Capital Corporation (Delaware)

(1) Searles Cogeneration, Inc. (Delaware)
(2) MLYC Cogen, Inc. (Delaware)
(3) MCC Yerkes Inc. (Washington)
(4) MetLife Capital, Limited Partnership (Delaware).
Partnership interests in MetLife Capital, Limited
Partnership are held by Metropolitan (90%) and MetLife
Capital Corporation (10%).
(5) CLJFinco, Inc. (Delaware)

(a) MetLife Capital Credit L.P. (Delaware).
Partnership interests in MetLife Capital Credit
L.P. are held by Metropolitan (90%) and CLJ
Finco, Inc. (10%).

(6) MetLife Capital Portfolio Investments, Inc. (Nevada)

(a) MetLife Capital Funding Corp. (Delaware)

(7) MetLife Capital Funding Corp. II (Delaware)

ii. MetLife Capital Financial Corporation (Delaware)

II-12

<PAGE>

iii. MetLife Financial Acceptance Corporation (Delaware).
MetLife Capital Holdings, Inc. holds 100% of the voting
preferred stock of MetLife Financial Acceptance Corporation.
Metropolitan Property and Casualty Insurance Company holds
100% of the common stock of MetLife Financial Acceptance
Corporation.

iv. MetLife Capital International Ltd. (Delaware).

b. MetLife Investment Management Corporation (Delaware)

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

c. MetLife Investments Asia Limited (Hong Kong). One share of
MetLife Investments Asia Limited is held by W&C Services, Inc., a
nominee of Metropolitan Asset Management Corporation.
d. GFM International Investors Limited (United Kingdom). The common
stock of GFM International Investors Limited ("GFM") is held by
Metropolitan (99.5%) and by the former CEO of GFM (.5%). GFM is a
sub-investment manager for the International Stock Portfolio of
Metropolitan Series Fund, Inc.

i. GFM Investments Limited (United Kingdom)

5. SSRM Holdings, Inc. (Delaware)

a. State Street Research & Management Company (Delaware). Is a sub-
investment manager for the Growth, Income, Diversified and
Aggressive Growth Portfolios of Metropolitan Series Fund, Inc.

i. State Street Research Energy, Inc. (Massachusetts)
ii. State Street Research Investment Services, Inc.
(Massachusetts)

iii. SSRM Management Company (Luxembourg).

b. Metric Holdings, Inc. (Delaware)

i. Metric Management Inc. (Delaware)
ii. Metric Realty Corp. (Delaware)

(1) Metric Realty Services, Inc. (Delaware). Metric
Holdings, Inc. and Metric Realty Corp. each hold 50% of
the common stock of Metric Realty Services, Inc.

(a) Metric Colorado, Inc. (Colorado). Metric Realty
Services, Inc. holds 80% of the common stock of
Metric Colorado, Inc.
(2) Metric AV, Inc.
iii. Metric Realty (Illinois). Metric Realty Corp. and Metric
Holdings, Inc. each hold 50% of the common stock of Metric
Realty.

(1) Metric Capital Corporation (California)
(2) Metric Assignor, Inc. (California)
(3) Metric Institutional Realty Advisors, Inc. (California)
(4) Metric Institutional Realty Advisors, L.P.
(California).
Metric Realty holds a 99% limited partnership interest
and Metric Institutional Realty Advisors, Inc. holds a
1%

II-13

<PAGE>

interest as general partner in Metric Institutional
Realty Advisors, L.P.

(5) Metric Institutional Apartment Fund II, L.P.
(California). Metric Realty holds a 1% interest as
general partner and Metropolitan holds an approximately
14.6% limited partnership interest in Metric
Institutional Apartment Fund II, L.P.

iv. MetLife Realty Group, Inc. (Delaware)

6. MetLife Holdings, Inc. (Delaware)

a. MetLife Funding, Inc. (Delaware)
b. MetLife Credit Corp. (Delaware)

7. Metropolitan Tower Realty Company, Inc. (Delaware)

8. Met Life Real Estate Advisors, Inc. (California)

9. MetLife HealthCare Holdings, Inc. (Delaware)

B. Metropolitan Tower Life Insurance Company (Delaware)

C. MetLife Security Insurance Company of Louisiana (Louisiana)

D. MetLife Texas Holdings, Inc. (Delaware)

1. Texas Life Insurance Company (Texas)

a. Texas Life Agency Services, Inc. (Texas)

b. Texas Life Agency Services of Kansas, Inc. (Kansas)

E. MetLife Securities, Inc. (Delaware)

F. 23rd Street Investments, Inc. (Delaware)

G. Metropolitan Life Holdings Limited (Ontario, Canada)

1. Metropolitan Life Financial Services Limited (Ontario, Canada)

2. Metropolitan Life Financial Management Limited (Ontario, Canada)

a. Metropolitan Life Insurance Company of Canada (Canada)

II-14

<PAGE>

3. Morguard Investments Limited (Ontario, Canada)
Shares of Morguard Investments Limited ("Morguard") are held by
Metropolitan Life Holdings Limited (80%) and by employees of Morguard
(20%).
4. Services La Metropolitaine Quebec, Inc. (Quebec, Canada)

5. 3309347 Canada, Inc. (Canada)

H. MetLife (UK) Limited (Great Britain). One share held by Metropolitan Tower
Corp.

1. Albany Life Assurance Company Limited (Great Britain)

a. Albany Pension Managers and Trustees Limited (Great Britain)

2. Albany Home Loans Limited (Great Britain)
3. ACFC Corporate Finance Limited (Great Britain)
4. Metropolitan Unit Trust Managers Limited (Great Britain)
5. Albany International Assurance Limited (Isle of Man)
6. MetLife Group Services Limited (Great Britain)

I. Santander Met, S.A. (Spain). Shares of Santander Met, S.A. are held by
Metropolitan (50%) and by an entity (50%) unaffiliated with Metropolitan.

1. Seguros Genesis, S.A. (Spain)
2. Genesis Seguros Generales, Sociedad Anomina de Seguros y Reaseguros
(Spain)

J. Kolon-Met Life Insurance Company (Korea). Shares of Kolon-MetLife Insurance
Company are held by Metropolitan (51%) and by an entity (49%) unaffiliated
with Metropolitan.

II-15

<PAGE>

K. Metropolitan Life Seguros de Vida S.A. (Argentina)

L. Metropolitan Life Seguros de Retiro S.A. (Argentina).

M. Met Life Holdings Luxembourg (Luxembourg)

N. Metropolitan Life Holdings, Netherlands BV (Netherlands)

O. MetLife International Holdings, Inc. (Delaware)

P. Metropolitan Life Insurance Company of Hong Kong Limited (Hong Kong)

II-16

<PAGE>

Q. Metropolitan Realty Management, Inc. (Delaware)

1. Edison Supply and Distribution, Inc. (Delaware)
2. Cross & Brown Company (New York)

a. Cross & Brown Associates of New York, Inc. (New York)

b. Cross & Brown Construction Corp. (New York)

c. CBNJ, Inc. (New Jersey)

d. SubBrown Corp. (New York)

R. MetPark Funding, Inc. (Delaware)

S. 2154 Trading Corporation (New York)

T. Transmountain Land & Livestock Company (Montana)

U. Met West Agribusiness, Inc. (Delaware)

V. Farmers National Company (Nebraska)

1. Farmers National Commodities, Inc. (Nebraska)

II-17

<PAGE>

W. MetLife Trust Company, National Association. (United States)
X. PESCO Plus, L.C. (Florida). Metropolitan holds a 50% interest in
PESCO Plus, L.C. and an unaffiliated party holds a 50% interest.
1. Public Employees Equities Services Company (Florida)
Y. Benefit Services Corporation (Georgia)
Z. G.A. Holding Corporation (MA)
A.A. TNE-Y, Inc. (DE)
A.B. CRH Companies, Inc. (MA)
A.C. NELRECO Troy, Inc. (MA)
A.D. TNE Funding Corporation (DE)
A.E. L/C Development Corporation (CA)
A.F. Boylston Capital Advisors, Inc. (MA)
1. New England Portfolio Advisors, Inc. (MA)
A.G. CRB Co., Inc. (MA) AEW Real Estate Advisors, Inc. holds 49,000 preferred
non-voting shares of CRB Co., Inc. AEW Advisors, Inc. holds 1,000
preferred non-voting shares of CRB Co., Inc.
A.H. DPA Holding Corp. (MA)
A.I. Lyon/Copley Development Corporation (CA)
A.J. NEL Partnership Investments I, Inc. (MA)
A.K. New England Life Mortgage Funding Corporation (MA)
A.L. Mercadian Capital L.P. (DE). Metropolitan holds a 95% limited partner
interest and an unaffiliated third party holds 5% of Mercadian Capital
L.P.
A.M. Mercadian Funding L.P. (DE). Metropolitan holds a 95% limited partner
interest and an unaffiliated third party holds 5% of Mercadian
Funding L.P.

A.N. MetLife New England Holdings, Inc. (DE)
1. New England Life Insurance Company (MA)
a. New England Securities Corporation (MA)
b. Hereford Insurance Agency, Inc. (MA)
c. Hereford Insurance Agency of Alabama, Inc. (AL)
d. Hereford Insurance Agency of Minnesota, Inc. (MN)
e. Newbury Insurance Company, Limited (Bermuda)
f. TNE Information Services, Inc. (MA)
g. Exeter Reassurance Company, Ltd. (MA)
h. Omega Reinsurance Corporation (AZ)
i. New England Pension and Annuity Company (DE)
j. TNE Advisers, Inc. (MA)
k. New England Investment Companies, Inc. (MA)
1. New England Investment Companies, L.P. (DE) New England
Investment Companies, Inc. hold a 0.29% general partnership
interest in New England Investment Companies, L.P. MetLife New
England Holdings, Inc. holds a 54.90% limited partnership
interest in New England Investment Companies, L.P.
a. NEIC Holdings, Inc. (MA)
i. (1) Back Bay Advisors, Inc. (MA)

(2) Back Bay Advisors, L.P. (DE)
Back Bay Advisors, Inc.
holds a 1% general partner
interest and NEIC
Holdings, Inc. holds a 99%
limited partner interest
in Back Bay Advisors, L.P.
ii. Reich & Tang Asset Management, Inc. (MA)
(1) Reich & Tang Distributors, L.P. (DE)
Reich & Tang Asset Management Inc.
holds a 1% general interest and
Reich & Tang Asset Management, L.P.
holds a 99.5% limited partner
interest in Reich Tang Distributors, L.P.
(2) Reich & Tang Asset Management L.P.
Reich & Tang Asset Management, Inc.
holds a 0.5% general partner interest and
NEIC Holdings, Inc. hold a 99.5% limited
partner interest in Reich & Tang
Asset Management, L.P.
(3) Reich & Tang Services, L.P. (DE)
Reich & Tang Asset Management, Inc.
holds a 1% general partner interest and
Reich & Tang Asset Management, L.P.
holds a 99% limited partner interest
in Reich & Tang Services, L.P.
iii. Loomis, Sayles & Company, Inc. (MA)
(1) Loomis Sayles & Company, L.P. (DE)
Loomis Sayles & Company, Inc.
holds a 1% general partner interest and
Reich & Tang Asset Management, Inc.
holds a 99% limited partner interest in Loomis
Sayles & Company, L.P.
iv. Westpeak Investment Advisors, Inc. (MA)
(1) Westpeak Investment Advisors, L.P. (DE)
Westpeak Investment Advisors, Inc.
holds a 1% general partner interest and
Reich & Tang Asset Management, Inc.
holds a 99% limited partner interest in Westpeak
Investment Advisors, L.P.
v. VNSM, Inc. (DE)
(1) Vaughan, Nelson Scarborough & McConnell, L.P. (DE)
VNSM, Inc. holds a 1% general partner interest and
Reich & Tang Asset Management Inc. holds Advisors,
L.P. a 99% limited partner interest in Vaughan,
Nelson Scarborough & McConnell, L.P.

II-18

<PAGE>

vi. MC Management, Inc. (MA)
(1) MC Management, L.P. (DE)
MC Management, Inc. holds a 1% general partner
interest and Reich & Tang Asset Management, Inc.
holds a 99% limited partner interest in MC
Management, L.P.
vii. Harris Associates, Inc. (DE)
(1) Harris Associates Securities L.P. (DE)
Harris Associates, Inc. holds a 1% general partner
interest and Harris Associates L.P. holds a
99% limited partner interest in Harris Associates
Securities, L.P.
(2) Harris Associates L.P. (DE)
Harris Associates, Inc. holds a 0.33% general
partner interest and New England Investment Company,
L.P. Inc. holds a 99.67% limited partner interest in
Harris Associates L.P.
(a) Harris Partners, Inc. (DE)
(b) Harris Partners L.L.C. (DE)
Harris Partners, Inc. holds a 1%
membership interest and
Harris Associates L.P. holds a 99%
membership interest in Harris Partners L.L.C.
(i) Aurora Limited Partnership (DE)
Harris Partners L.L.C. holds a 1% general
partner interest
(ii) Perseus Partners L.P. (DE) Harris Partners
L.L.C. holds a 1% general partner interest

(iii) Pleiades Partners L.P. (DE) Harris
Partners L.L.C. holds a 1% general partner
interest

(iv) Stellar Partners L.P. (DE)
Harris Partners L.L.C. holds a 1% general
partner interest

(v) SPA Partners L.P. (DE) Harris Partners
L.L.C. holds a 1% general partner interest
viii. Graystone Partners, Inc. (MA)
(1) Graystone Partners, L.P. (DE)
Graystone Partners, Inc. holds a 1%
general partner interest and New England
Investment Company, L.P.
holds a 99% limited partner interest in
Graystone Partners, L.P.

ix. NEF Corporation (MA)
(1) New England Funds, L.P. (DE) NEF Corporation holds a
1% general partner interest and New England
Investment Company, L.P. holds a 99% limited partner
interest in New England Funds, L.P.
(2) New England Funds Management, L.P. (DE) NEF
Corporation holds a 1% general partner interest and
New England Investment Company, L.P. holds a 99%
limited partner interest in New England Funds
Management, L.P.
l. Capital Growth Management, L.P. (DE)
New England Investment Companies, L.P. holds a 50% limited partner
interest in Capital Growth Management, L.P.
m. AEW Capital Management L.P. (DE)
New England Investment Companies, L.P. holds a 99% limited partner
interest and AEW Capital Management, Inc. holds a 1% general partner
interest in AEW Capital Management, L.P.
1. AEW Investment Group, Inc. (MA)
a. BBC Investment Advisors, Inc. (MA)
b. Copley/Ochard Investors, Inc. (MA)
i. Copley/Ochard Investors, L.P. (DE)
Copley/Ochard Investors, Inc.
holds a 1% general partner interest in
Copley/Ochard Investors, L.P.
c. AEW Real Estate Advisors, Inc. (MA)
i. AEW Advisors, Inc. (MA)
(1) Copley Management Partnership (MA)
Copley Advisors, Inc. holds a 1% general partner
interest in Copley Management Partnership.
(2) Coptel Associates L.P. (DE)
Copley Advisors, Inc. holds a 1% general partner
interest in Coptel Associates L.P.
(3) CIIF Associates (MA)
Copley Advisors, Inc. holds a .15% general partner
interest in CIIF Associates.
(4) CIIF Associates II Limited Partnership (DE)
Copley Advisors, Inc. holds a .15% general partner
interest in CIIF Associates II Limited Partnership.
(5) CIIF McInnes Associates (MA)
AEW Advisors, Inc. holds a .15% general partnership
interest in CIIF McInnes Associates.
(6) CIIF Oxnard Associates (MA)
AEW Advisors, Inc. holds a .15% general partnership
in CIIF Oxnard Associates.
(7) CIIF II Crossroads Limited Partnership (DE)
AEW Advisors, Inc. holds a 1% general partnership
in CIIF II Crossroads Limited Partnership.
(8) CIIF II Tech Center Associates L.P. (DE)
AEW Advisors, Inc. holds a 1% general partnership
in CIIF II Tech Center Associates L.P.
(9) CIIF II Tech Center, Inc. (MA)
AEW Advisors, Inc. holds a 5% interest in CIIF
II Tech Center Associates, Inc.

II-19

<PAGE>

ii. Copley Properties Company, Inc. (MA)
(1) New England Life Pension Properties (MA).
Copley Properties Company, Inc. holds a 1% general
partner interest in New England Life Pension
Properties.
iii. Copley Properties Company II, Inc. (MA)
(1) New England Life Pension Properties II (MA).
Copley Properties Company II, Inc. holds a 1%
general partner interest in New England Life
Pension Properties II.
iv. Copley Properties Company III, Inc. (MA)
(1) New England Life Pension Properties III (MA).
Copley Properties Company III, Inc. holds a 1%
general partner interest in New England Life
Pension Properties III.
v. Copley Securities Corporation (MA)
vi. Copley Margarita Associates L.P. (MA)
AEW Real Estate Advisors, Inc. holds a 0.001% general
partner interest in Copley Margarita Associates L.P.
vii. Fourth Copley Corp. (MA)
(1) New England Life Pension Properties IV (MA).
Fourth Copley Corp. holds a 1% general partner
interest in New England Life Pension Properties IV.
viii. Fifth Copley Corp. (MA)
(1) New England Life Pension Properties V (MA).
Fifth Copley Corp. holds a 1% general partner
interest in New England Life Pension Properties V.
ix. Sixth Copley Corp. (MA)
(1) Copley Pension Properties VI (MA).
Sixth Copley Corp. holds a 1% general partner
interest in Copley Pension Properties VI.
x. Seventh Copley Corp. (MA).
(1) Copley Pension Properties VII (MA).
Seventh Copley Corp. holds a 1% general partner
interest in Copley Pension Properties VII.
xi. Eighth Copley Corp. (MA).
xii. First Income Corp. (MA).
(1) Copley Realty Income Partners 1 (MA).
First Income Corp. holds a 1% general partner
interest in Copley Realty Income Partners 1.
xiii. Second Income Corp. (MA).
(1) Copley Realty Income Partners 2 (MA).
Second Income Corp. holds a 1% general partner
interest in Copley Realty Income Partners 2.
xiv. Third Income Corp. (MA).
(1) Copley Realty Income Partners 3 (MA).
Third Income Corp. holds a 1% general partner
interest in Copley Realty Income Partners 3.
xv. Fourth Income Corp. (MA).
(1) Copley Realty Income Partners 4 (MA).
Fourth Income Corp. holds a 1% general partner
interest in Copley Realty Income Partners 4.
xvi. Third Singleton Corp. (MA).
(1) Copley Business Parks Associates L.P. (MA).
Third Singleton Corp. holds a 1% general partner
interest in Copley Business Parks Associates L.P.
xvii. Fourth Singleton Corp. (MA)
xviii. Fifth Singleton Corp. (MA)
(1) Copley Regional Centers Associates L.P. (MA).
Fifth Singleton Corp. holds a 1% general partner
interest in Copley Regional Centers Associates L.P.
xix. Sixth Singleton Corp. (MA).
(1) Copley Commerce Centers Associates L.P. (MA).
Sixth Singleton Corp. holds a 1% general partner
interest in Copley Commerce Centers Associates L.P.
xx. CTR Corp. (MA ).
xxi. New England Investment Associates, Inc. (DE)
xxii. BCOP Associates L.P. (MA)
AEW Real Estate Advisors, Inc. holds a 1% general
partner interest in BCOP Associates L.P.
xxiii AEW Real Estate Advisors Limited Partnership
AEW Real Estate Advisors, Inc. holds a 25% general
partner interest in AEW Real Estate Advisors, Limited
Partnership.
d. BBC Investment Advisors, Inc. (MA)
AEW Investment Group, Inc. holds a 60% general partner
interest in BBC Investment Advisors, Inc. and Back Bay
Advisors, L.P. holds a 40% limited partner interest.

N. AEW Capital Management, Inc. (MA)
(i) Copley Management and Advisors, L.P. (DE)
AEW Capital Management, Inc. holds a 75% limited
partner interest and AEW Investment Group, Inc.
holds a 25% general partner interest in Copley
Management and Advisors, L.P.
(a) BBC Investment Advisors, L.P. (DE)
Copley Management Advisors, L.P. holds a
59.4% limited partner interest, Back Bay
Advisors, L.P. holda 39.6% limited partner
interest and BBC Investment Advisors, Inc.
holds a 1% general partner interest in
BBC Investment Advisors, L.P.

2. Copley Public Partners Holding, L.P. (DE)
AEW Capital Management, L.P. holds a 75% limited partner interest and
AEW Investment Group, Inc. holds a 25% general partner interest.
3. AEW Hotel Investment Corporation.

II-20
<PAGE>

In addition to the entities listed above, Metropolitan (or where indicated an
affiliate) also owns an interest in the following entities, among others:

1) CP&S Communications, Inc., a New York corporation, holds federal radio
communications licenses for equipment used in Metropolitan owned facilities and
airplanes. It is not engaged in any business.

2) Quadreal Corp., a New York corporation, is the fee holder of a parcel of
real property subject to a 999 year prepaid lease. It is wholly owned by
Metropolitan, having been acquired by a wholly owned subsidiary of Metropolitan
in 1973 in connection with a real estate investment and transferred to
Metropolitan in 1988.

3) Met Life International Real Estate Equity Shares, Inc., a Delaware
corporation, is a real estate investment trust. Metropolitan owns approximately
18.4% of the outstanding common stock of this company and has the right to
designate 2 of the 5 members of its Board of Directors.

4) Metropolitan Structures is a general partnership in which Metropolitan owns
a 50% interest. Metropolitan Structures owns 100% of the common stock of
Cicero/Cermak Corporation, an Illinois corporation.

5) Seguros Genesis, S.A. (Mexico), is a Mexican insurer in which Metropolitan
and two of its subsidiaries collectively own a 24.5% interest and have the right
to designate 2 of the 9 members of the Board of Directors.

6) Interbroker, Correduria de Reaseguros, S.A., is a Spanish insurance
brokerage company in which Santander Met, S. A., a subsidiary of Metropolitan in
which Metropolitan owns a 50% mt ST, owns a 50% interest and has the right to
designate 2 of the 4 members of the Board of Directors.

II-21
<PAGE>

7) Metropolitan owns varying interests in certain mutual funds distributed by
its affiliates. These ownership interests are generally expected to decrease as
shares of the funds are purchased by unaffiliated investors.

8) Metropolitan Lloyds Insurance Company of Texas, an affiliated association,
provides 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 ("MET
P&C"), serves as the attorney-in-fact and manages the association.

9) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware limited
partnerships, are investment vehicles through which investments in certain
entities are held. A wholly owned subsidiary of Metropolitan serves as the
general partner of the limited partnerships and Metropolitan directly owns a 99%
limited partnership interest in each MILP. The MILPs have various's ownership
interests in certain companies. The various MILPs own, directly or indirectly,
more than 50% of the voting stock of the following companies: Coating
Technologies International, Inc.; Dan River, Inc.; Igloo Holdings, Inc. and its
subsidiary, Igloo Products Corp.; Blodgett Holdings, Inc., and its subsidiaries,
GS Blodgett Corporation, GS Blodgett International Ltd., GS Blodgett Inc., Pitco
Frialator, Inc., Frialator International Limited, Magikitch'n, Inc., and
Cloverleaf Properties, Inc.; and Briggs Holdings, Inc., and its subsidiary,
Briggs Plumbing Products, Inc.

NOTE: THE METROPOLITAN LIFE ORGANIZATIONAL CHART DOES NOT INCLUDE REAL ESTATE
- ---- JOINT VENTURES AND PARTNERSHIPS OF WHICH METROPOLITAN LIFE AND/OR ITS
SUBSIDIARIES IS AN INVESTMENT PARTNER. IN ADDITION, CERTAIN INACTIVE
SUBSIDIARIES HAVE ALSO BEEN OMITTED.

II-22
<PAGE>

ITEM 27. NUMBER OF CONTRACTOWNERS.

As of , 1997:
<TABLE>
<CAPTION>
NUMBER OF
TITLE OF CLASS HOLDERS
-------------- ---------
<S> <C>
Contract holders
Qualified.............................
Non-Qualified.........................
</TABLE>

ITEM 28. INDEMNIFICATION

UNDERTAKING PURSUANT TO RULE 484(b)(1) UNDER THE SECURITIES ACT OF 1933

Metropolitan Life Insurance Company has secured a Financial Institutions
Bond in the amount of $50,000,000, subject to a $5,000,000 deductible.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
Metropolitan Life Insurance Company pursuant to the foregoing provisions, or
otherwise, Metropolitan has been advised that in the opinion of the Securities
and Exchange Commission such indemnification may be against public policy as
expressed in the Act and may be, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Metropolitan of expenses incurred or paid by a director, officer or
controlling person or Metropolitan 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, Metropolitan 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) The principal underwriter of the registrant is Metropolitan Life
Insurance Company. Metropolitan Life acts in the following capacities with
respect to the following investment companies:

Metropolitan Tower Life Separate Account One (principal underwriter)
Metropolitan Tower Life Separate Account Two (principal underwriter)
Metropolitan Life Separate Account UL (principal underwriter)
Metropolitan Series Fund, Inc. (principal underwriter and investment
adviser)

(b) See response to Item 25 above.

(c)
<TABLE>
<CAPTION>
(1) (2)
NAME OF PRINCIPAL UNDERWRITER NET UNDERWRITING DISCOUNTS AND COMMISSIONS
----------------------------- ------------------------------------------
<S> <C>
Metropolitan Life Insurance Com-
pany N/A
<CAPTION>
(3)
COMPENSATION ON REDEMPTION OR (4)
ANNUITIZATION BROKERAGE COMMISSIONS
----------------------------- ---------------------
<S> <C>
N/A
<CAPTION>
(5)
COMPENSATION
------------
<S> <C>
N/A
</TABLE>

II-23
<PAGE>

ITEM 30. LOCATION OF ACCOUNT AND RECORDS.
Metropolitan Life Insurance Company
One Madison Avenue
New York, N.Y. 10010

ITEM 31. MANAGEMENT SERVICES.

Not Applicable

ITEM 32. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes to file a post-effective
amendment to this registration statement as frequently as is necessary to
ensure that the financial statements in this registration statement are not
more than 16 months old for as long as payments under these variable annuity
contracts may be accepted.

(b) The undersigned registrant hereby undertakes to include a post card 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) The undersigned registrant hereby undertakes to deliver any Statement of
Additional Information and any financial statements required to be made
available under this form promptly upon written or oral request.

(d) The undersigned registrant represents that it is relying on the
exemptions from certain provisions of Sections 22(e) and 27 of the Investment
Company Act of 1940 provided by Rule 6c-7 under the Act. The registrant
further represents that the provisions of paragraph (a)-(d) of Rule 6c-7 have
been complied with.

(e) The undersigned registrant represents that for its TSA Contracts it is
relying on the "no-action" position of the Commission staff as contained in
its November 7, 1988 letter to the American Council of Life Insurance and has
complied with the provisions of numbered paragraphs (1)-(4) of such letter.

(f) The undersigned registrant represents that the fees and charges deducted
under the Contracts described in this Registration Statement, in the
aggregate, are reasonable in relation to the services rendered, the expenses
to be incurred, and the risks assumed by the undersigned registrant under the
Contracts.

II-24
<PAGE>

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 NEW YORK, AND STATE OF NEW YORK ON THIS 28TH DAY OF
FEBRUARY, 1997.

Metropolitan Life Separate Account E
(REGISTRANT)

by: Metropolitan Life Insurance
Company
(DEPOSITOR)

/s/ Gary A. Beller
by:__________________________________

(GARY A. BELLER)

EXECUTIVE VICE-PRESIDENT AND
GENERAL COUNSEL

Metropolitan Life Insurance Company
(DEPOSITOR)

/s/ Gary A. Beller
by:__________________________________

(GARY A. BELLER)

EXECUTIVE VICE-PRESIDENT AND
GENERAL COUNSEL

II-25
<PAGE>

SIGNATURES

AS REQUIRED BY THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS
BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED.

SIGNATURE TITLE DATE

Chairman, President,
*--------------------------------- Chief Executive
HARRY P. KAMEN Officer and Director

Senior Vice-President
*--------------------------------- and Controller
FREDERICK P. HAUSER (Principal
Accounting Officer)

Director
*---------------------------------
CURTIS H. BARNETTE

Director
---------------------------------

*
GERALD CLARK

Director
*---------------------------------
JOAN GANZ COONEY

Director
---------------------------------

BURTON A. DOLE, JR.

Director
*---------------------------------
JAMES R. HOUGHTON

Director
*---------------------------------
HELENE L. KAPLAN

/s/ Richard G. Mandel, Esq. February 28,
--------------------------------- 1997

*By

RICHARD G. MANDEL, ESQ. ATTORNEY-IN-
FACT

II-26
<PAGE>

SIGNATURE TITLE DATE

Director
*----------------------------------
CHARLES M. LEIGHTON

Director
*----------------------------------
RICHARD J. MAHONEY

Director
*----------------------------------
ALLEN E. MURRAY

Director
*----------------------------------
JOHN J. PHELAN, JR.

Director
*----------------------------------
JOHN B. M. PLACE

Director
----------------------------------

* HUGH B. PRICE

* Director
----------------------------------
RUTH J. SIMMONS

Director
*----------------------------------
WILLIAM S. SNEATH

Director
*----------------------------------
ROBERT G. SCHWARTZ

/s/ Richard G. Mandel, Esq.
---------------------------------- February 28,
*By 1997
RICHARD G. MANDEL, ESQ. ATTORNEY-IN-
FACT

II-27

<PAGE>

EXHIBIT (4)(a)(v)

[LOGO] METLIFE(R)

METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State)
in consideration of the contributions it receives under this contract, will pay
the benefits of this contract according to its provisions. The trustee and
MetLife execute this contract in duplicate to take effect as of the issue date.

- --------------------------------------------------------------------------------

GROUP ANNUITY CONTRACT NUMBER [S123456789]

ISSUE DATE [March 15, 1990]

DATE FIRST CONTRACT YEAR ENDS [October 31, 1990]

TRUSTEE [XYZ Corporation]

PLAN [Actual Plan Name]

ADMINISTRATIVE FEE [None]

- --------------------------------------------------------------------------------

By______________________ Metropolitan Life Insurance Company

/s/ Christine N. Markussen

Christine N. Markussen, Vice-President & Secretary
________________________
Signature
/s/ Harry P. Kamen

________________________ Harry P. Kamen, Chairman, President
Title and Chief Executive Officer

________________________
Witness
____________________________________
________________________ Registrar
Date ____________________________________
Date
________________________ ____________________________________
City and State City and State

PLEASE READ THIS CONTRACT CAREFULLY
See Table of Contents on Page 1
Group Multifunded Annuity Contract - Nonparticipating

Cover Page

Form G.3002P
<PAGE>

TABLE OF CONTENTS Page
-----------------

SECTION 1--WHAT DO THE BASIC TERMS USED IN THIS CONTRACT MEAN?.....2
- --------------------------------------------------------------

SECTION 2--GENERAL PROVISIONS......................................3
- -----------------------------
2.1 Does my contract contain all the provisions affecting me?......3
2.2 Will dividends be payable under my contract?...................3
2.3 How can I obtain information about my contract and its value?..4
2.4 Must I tell MetLife if the Plan no longer qualifies under
Section 401 of the Code?.......................................4
2.5 Must I tell MetLife if there are changes in the Plan's
provisions [or in the sponsorship of the
Plan]?.........................................................4
2.6 May I assign or transfer this contract, or use it as
collateral for a loan?.........................................4
2.7 Are administrative fees deducted from this contract?...........5
2.8 How are account balances recorded and to whom do these
balances belong?...............................................5

SECTION 3--CONTRIBUTIONS...........................................5
- ------------------------
3.1 How are contributions allocated and how much money can be
contributed under this contract?...............................5

SECTION 4--CREDITING OF INTEREST...................................6
- --------------------------------
4.1 What is the Fixed Interest Account and how is interest
credited to it?................................................6

SECTION 5--SEPARATE ACCOUNT........................................7
- ---------------------------
5.1 What investment divisions of the Separate Account are
available?.....................................................7
5.2 What is the Separate Account and how does it operate?..........7

SECTION 6--TRANSFERS...............................................9
- --------------------
6.1 Can money be transferred within this contract?.................9

SECTION 7--WITHDRAWALS.............................................9
- ----------------------
7.1 Can I make withdrawals?........................................9
7.2 Is there a charge for making a withdrawal?....................10
7.3 When is there no charge for making a withdrawal?..............11
7.4 What is our share of Plan Benefits and Loans?.................13
7.5 Examples of Withdrawals.......................................14

SECTION 8--DEATH BENEFIT..........................................15
- ------------------------
8.1 What happens if a participant dies before income payments
start?........................................................15

SECTION [9]--INCOME PAYMENTS......................................15
- ----------------------------
[9.1] Will MetLife guarantee persons entitled to Plan benefits
with income payments for as long as they live?..............15
[9.2] Will a certificate be provided for persons who receive income
payments?...................................................16
[9.3] What happens if the payee dies after income payments start?.16
[9.4] How are the minimum income plan rates that are shown on
pages [18 and 19] calculated?...............................16

1
<PAGE>

[9.5] What information must I furnish to MetLife for MetLife to
provide income payments?..................................17
[9.6] If I have a defined benefit plan, are income plans
purchased for participants handled differently?...........17

SECTION [10]--INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS....18
- --------------------------------------------------------------

[SECTION [11]--INCOME PLAN RATES FOR DEFINED BENEFIT PLANS........19]
- ----------------------------------------------------------

SECTION 1--
-----------

WHAT DO THE BASIC TERMS USED IN THIS CONTRACT MEAN?
---------------------------------------------------

1.1 "Account Balance" is the entire amount we hold under this contract for
you.

[1.2 "Annuitant" is the person upon whose life an annuity has been purchased
by you under this contract.]

1.3 "Code" is the Internal Revenue Code of 1986 as amended from time to
time.

[1.4 "Contract Year" for the first year is measured from the issue date and
will continue until the date specified on the cover page. Each new
contract year begins on the next day and continues for 12 months. For
example, if the issue date is May 15, 1995 and the first contract year
ends March 31, 1996, the second contract year begins April 1, 1996. The
contract anniversary will be May 15th.]

1.5 "Contribution" is money received by us under your contract on behalf of
the participants, whether sent by you or under a transfer or exchange. A
contribution in the Fixed Interest Account includes for interest
crediting, any transfers from the Separate Account.

[1.6 "Contribution Year" for any contribution, for the first year, is
measured from the date we receive it in our designated office and
continues until the last day of the month in which the anniversary of
such receipt occurs. Each new contribution year begins on the first day
of the next month (this works much like contract years, except that
contribution years are determined separately for each contribution).]

1.7 "Designated Office" is the administrative unit servicing your contract.
It is currently [the Retirement and Savings Center, Metropolitan Life
Insurance Company, One Madison Avenue, New York, N.Y. 10010]. If we
choose another area to service your contract, we will inform you of the
address.

1.8 "Funding Options" refer to [the Metropolitan Series Fund, Inc., the
Calvert Responsibly Invested Balanced Portfolio, the Calvert Capital
Accumulation Portfolio, and Fidelity's Variable Insurance Products Fund
and Variable Insurance Products Fund II. All are either mutual funds or
series of

2
<PAGE>

mutual funds used only for insurance and annuity contracts such as this
one. The Metropolitan Series Fund and Fidelity's Variable Insurance
Products Fund and Variable Insurance Products Fund II are divided into
portfolios each of which has its own investment objectives].

1.9 "Investment Divisions" are part of the Separate Account. Each division
invests in a corresponding portfolio or series of the Funding Options,
rather than investing directly in stocks, bonds or other investments.
Thus, the investment experience of each division will generally be the
same as that of the corresponding portfolio or series, reduced by
charges under this contract for services and benefits we provide.
Section 5.1 shows the available divisions. We will tell you about any
changes.

1.10 "Participant" is an employee of an employer for whom we hold a
participant's account balance. A person will cease to be a participant
whenever we no longer hold a participant's account balance for that
person.

1.11 "Participant's Account Balance" is the recorded share of the Contract's
Account Balance attributable to a participant.

1.12 "Qualified Plan" is a plan which meets the requirements of Section 401
of the code, was established by the employer for the exclusive benefit
of its employees or their beneficiaries, and makes it impossible, before
the satisfaction of all liabilities with respect to such employees and
their beneficiaries, for any part of the plan assets, including income,
to be diverted to purposes other than for their exclusive benefit.

[1.13] "We", "Us", "Our" and "MetLife" refer to Metropolitan Life Insurance
Company.

[1.14] "You", "Your", "Me", "My" or "I" refer to the plan's trustee [or, where
there is no trustee, the plan administrator,] who may exercise all
rights under this contract.

SECTION 2--GENERAL PROVISIONS
-----------------------------

2.1 Does my contract contain all the provisions affecting me?
---------------------------------------------------------

Yes. We will never contest the validity of this contract. Changes in it
may only be made in writing by our President, Secretary or Vice-
President. No provision may be waived or changed for us by any of our
other employees, representatives or agents.

2.2 Will dividends be payable under my contract?
--------------------------------------------

No. Your contract is nonparticipating and does not share in any
distribution of our surplus. All of our additions to your account
balance will be made as earnings.

3
<PAGE>

2.3 How can I obtain information about my contract and its value?
-------------------------------------------------------------

[At least twice each contract year we will send you a statement for each
participant with details on contributions, values, withdrawals, and
other information about your contract.

Anytime you have to tell us something (e.g., to request additional
information or to make withdrawals), you must send written notice to our
designated office unless we have set up some other procedure, such as
notice by telephone.]

2.4 Must I tell MetLife if the Plan no longer qualifies under Section 401 of
------------------------------------------------------------------------
the Code?
---------

Yes. You have told us that the Plan qualifies under Section 401 of the
Code. You will tell us if it ceases to be qualified. If this occurs, we
may end this contract and pay you the [account balance] [full withdrawal
value as if you had asked for a full cash withdrawal.]

2.5 Must I tell MetLife if there are changes in the Plan's provisions[, or
----------------------------------------------------------------------
in the sponsorship of the Plan]?
--------------------------------

Yes. We have issued this contract based on the Plan's provisions[, and
the sponsorship of the Plan] as of the Issue Date. If the Plan's
provisions, administration [or sponsorship] change after the issue date,
you must tell us.

If it is determined that MetLife's financial experience and obligations
under this contract would be adversely affected as a result of such
changes, MetLife may [choose either to restrict or prohibit future
contributions] [fulfill its obligations under the terms of this contract
based on the Plan's provisions and administrative practices in effect as
of the Issue Date] [charge the trustee and, to the extent not paid by
the trustee, withdraw on a pro-rata basis from participant account
balances the amount necessary to compensate us for the loss or losses
that we in our sole discretion determine we incurred as a result of such
changes], or end this contract and pay you the [account balance] [full
withdrawal value as if you had asked for a full cash withdrawal] .

2.6 May I assign or transfer this contract, or use it as collateral for a
---------------------------------------------------------------------
loan?
-----

No. This contract and amounts paid under it are not transferrable and
may not be assigned, sold, discounted or pledged as collateral for a
loan. To the extent permitted by law, no amount payable under this
contract is subject to legal process or attachment for payment of any
claim against any payee. This provision will not prevent assignment of
this contract to the sponsor or a trustee of the Plan, or those of
another plan if the Plan is consolidated or merged

4
<PAGE>

with such other plan.

[2.7 Are administrative fees deducted from this contract?
----------------------------------------------------

The annual administrative fee, if any, for the first contract year is
shown on the cover page. If none is shown and if an administrative fee
will be charged for a future contract year, we will tell you in writing
at least [30] days in advance.

If an administrative fee is charged, it will be charged at the end of
each contract year. The administrative fee will never exceed [$20] per
contract year per participant and will be deducted from your Fixed
Interest Account on a "first-in, first out" basis from contributions and
then from earnings, but only if a participant's Fixed Interest Account
balance is less than [$10,000] [and no contributions were received
during the contract year]. If the participant's Fixed Interest Account
balance is less than [$20] at the end of a contract year, we will waive
the fee. We will also waive any fee due when the participant's account
balance is fully withdrawn. No administrative fee applies to the
Separate Account.

We may change the date on which the administrative fee is deducted to
the contract anniversary. If we do so, we will tell you in advance.]

2.8 How are account balances recorded and to whom do these balances belong?
-----------------------------------------------------------------------

We will maintain records of amounts contributed under this contract for
each participant. These records are for bookkeeping purposes only and do
not give the participant any rights under this contract.

SECTION 3--CONTRIBUTIONS
------------------------

3.1 How are contributions allocated and how much money can be contributed
---------------------------------------------------------------------
under this contract?
--------------------

Contributions may be made at any time while this contract is in effect
[unless the Plan is a profit sharing plan, in which case you may make a
maximum of two contributions per contract year (total for all
participants). We may either return additional contributions or agree to
take them]. [However, we will not accept contributions after you have
requested a full withdrawal or systematic termination.] You must
identify the participants on behalf of whom the contributions are made.
All contributions should be sent to our designated office.

[You choose how contributions for each participant are allocated among
the Fixed Interest Account and the investment divisions of the Separate
Account. You may change your allocation for new contributions by telling
us.

5
<PAGE>

The change will be made upon receipt, unless you specify a later date,
which may be up to 30 days after we receive the request. Allocations
must be in whole number percentages (e.g., 33 1/3% cannot be chosen).]

The lifetime maximum per participant for all contributions is
[$500,000]. We may either return amounts which are above this limit or
agree to take them. We may change the maximum by telling you in writing
at least 90 days in advance.

SECTION 4--CREDITING OF INTEREST
--------------------------------

4.1 What is the Fixed Interest Account and how is interest credited to it?
----------------------------------------------------------------------

The Fixed Interest Account guarantees both your principal and your
interest (subject to any charges that may apply) without regard to any
investment results. The interest rates are set in advance and are
"locked-in" without regard to changing economic conditions.

Interest on each contribution allocated to the Fixed Interest Account
will be credited from the date the contribution is received at our
designated office or transferred to the Fixed Interest Account. Interest
will be credited on amounts in a participant's Fixed Interest Account
balance until the earliest of:
(a) the dates the amounts are withdrawn or transferred to the Separate
Account, or
(b) the date you ask us to use the amounts to start making income
payments to any person entitled to Plan benefits, or
(c) the date the death benefit is paid on account of the
participant's death.

Interest rates for amounts allocated to the Fixed Interest Account will
be set by us [from time to time] [as of each January 1, April 1, July 1
and October 1.] The declared rate in effect when an amount is added to
the Fixed Interest Account balance will be credited on that amount from
the date it is added until the last day of the [contract year in which
it is added] [calendar year following the year in which it is added]
[month in which the anniversary of that contribution occurs].

Thereafter, we will set interest rates for these contributions (and
earnings on them) on or before the first day of each [contract]
[calendar] [contribution] year to be credited through the last day of
such year.

We may credit a different interest rate on transfers from other funds or
funding options than we do on other contributions and transfers from the
Separate Account. The rates for new contributions and transfers from the
Separate Account may be different than the rates credited on amounts
already in the Fixed Interest Account. The rates may also

6
<PAGE>

vary depending on the amount of your account balance. None of our
interest rates will ever be less than 3%.

The interest rates we declare are "annual effective yields". The actual
rates we use on a day-to-day basis are slightly lower, but, if the
contribution is left in your contract for a full year, it will grow by
the full amount of the interest rate we declared, because we compound
interest daily.

SECTION 5-- SEPARATE ACCOUNT
----------------------------

5.1 What investment divisions of the Separate Account are available?
----------------------------------------------------------------

For this contract, the divisions include [the Metropolitan Growth,
Income, Money Market, Diversified, Aggressive Growth, International
Stock and Stock Index Divisions; the Fidelity Growth, Overseas, Equity-
Income, Investment Grade Bond, Money Market and Asset Manager Divisions;
and the Calvert Responsibly Invested Balanced and Capital Accumulation
Divisions].

5.2 What is the Separate Account and how does it operate?
-----------------------------------------------------

It is Metropolitan Life Separate Account [F] [E], an investment account
we maintain separate from our other assets.

We own the assets in the Separate Account. The Separate Account will not
be charged with liabilities that arise from any other business that we
conduct. We will add amounts to the Separate Account from this contract
and from other contracts of ours.

The Separate Account is divided into investment divisions, each of which
buys shares in a corresponding portfolio or series of the Funding
Options. Thus, the Separate Account does not invest directly in stocks,
bonds, etc., but leaves such investments to the Funding Options to make.
The Funding Options are also bought by other separate accounts of ours,
our affiliates and other insurance companies.

We keep track of each investment division of the Separate Account
separately, using accumulation units. When you put money into an
investment division, we give you accumulation units. When you take money
out of the investment division, we reduce the number of your
accumulation units. In either case, the number of accumulation units you
gain or lose is determined by taking the dollar amount of the
contribution, transfer or withdrawal and dividing it by the value of an
accumulation unit at the time of the transaction. Thus, if you transfer
in $5,000, and the value of an accumulation unit is $100, you will get
50 accumulation units.

Initially, we set the value of each accumulation unit. At the end of
each valuation period, we then revise it by

7
<PAGE>

taking the net asset value of a share in the applicable Funding Options
portfolio or series at the end of the valuation period, add any Funding
Options dividend or capital gain distribution during the valuation
period, subtract any per share charge for taxes and reserves for taxes,
and divide this total by the net asset value of a share of the same
portfolio or series at the start of the valuation period. Then we
subtract a charge not to exceed [.000034035] per day (an effective
annual rate of [1.25%]) for administrative expenses and mortality and
expense risks we assume under the contract. This calculation results in
a factor that we multiply the previous accumulation unit value by in
order to determine the new accumulation unit value.

A valuation period is the period between one calculation of an
accumulation unit value and the next calculation. Normally, we calculate
accumulation units once each day the New York Stock Exchange is open for
trading, but we can delay this determination if an emergency exists,
making valuation of assets in the Separate Account not reasonably
practicable, or the Securities and Exchange Commission permits such
deferral. We may change when we calculate the accumulation unit value by
giving you 30 days notice, to the extent permitted by law.

Amounts added to the Separate Account will be credited as of the end of
the valuation period during which we receive them at our designated
office or they are transferred from the Fixed Interest Account.
Additions to or withdrawals from an investment division may only be made
as of the end of a valuation period.

We may make certain changes to the Separate Account if we think they
would best serve the interests of participants in or owners of similar
contracts or would be appropriate in carrying out the purposes of such
contracts. Any changes will be made only to the extent and in the manner
permitted by applicable laws. Also, when required by law, we will obtain
your approval of the changes and approval from any appropriate
regulatory authority.

Examples of the changes to the Separate Account that we may make
include:

o To transfer any assets in an investment division to another
investment division, or to one or more other separate accounts, or
to our general account; or to add, combine, or remove investment
divisions in the Separate Account.

o To substitute, for the Funding Options shares held in any
investment division, the shares of another class of the
Metropolitan Series Fund, Inc. or the shares of any other
investment permitted by law.

8
<PAGE>

If any changes result in material change in the underlying investments
of an investment division to which an amount is allocated under the
contract, we will notify you of the change. You may then make a new
choice of investment divisions.

SECTION 6--TRANSFERS
--------------------

6.1 Can money be transferred within this contract?
----------------------------------------------

Yes. An unlimited number of transfers can be made between investment
divisions of the Separate Account, from an investment division to the
Fixed Interest Account, or from the Fixed Interest Account to an
investment division [. with the following exception. Only one transfer
per contract year per participant can be made from the Fixed Interest
Account to the Separate Account and only up to 20% of the Fixed Interest
Account balance may be transferred.]

You can make transfers on behalf of each participant by telling us and
specifying which participant's account balance is to be transferred.
[Transfers from the Fixed Interest Account may be subject to a
withdrawal charge described in Section [7.2].]

If you make a transfer from the Fixed Interest Account, we will
determine which contributions and earnings to take it from as if it was
a withdrawal from the participant's account balance. If you transfer
money from the Fixed Interest Account to the Separate Account and then
you transfer money from the Separate Account to the Fixed Interest
Account (or from the Separate Account to the Fixed Interest Account and
then from the Fixed Interest Account to the Separate Account) within 12
months, this will be treated as a return of the same money (whether or
not it really is). Thus, after the transfer into the Fixed Interest
Account, it will earn the same interest rate that it would have been
earning had neither transfer ever taken place. Any amounts in excess of
the original transfer and any amounts transferred back to the Fixed
Interest Account more than 12 months after the first transfer will be
treated as a new contribution to the Fixed Interest Account and will
earn the then current interest rate for new contributions.

SECTION 7--WITHDRAWALS
----------------------

7.1 Can I make withdrawals?
-----------------------

Yes. To request a withdrawal you may contact our designated office. Any
withdrawal request must be signed by you, must clearly state the name of
the participant whose account balance is to be reduced by the withdrawal
and must show the account (and investment division, if any) from which
the withdrawal is to be made. The minimum withdrawal is [$500] or the
participant's entire account balance if less. Any withdrawal will
completely discharge our liability for the amount withdrawn.
[Withdrawals from different participant

9
<PAGE>

account balances are treated as separate withdrawals].

[You have instructed us to deduct a [$25] recordkeeping fee from your
account balance [annually at the end of each contract year on a "first-
in", first out" basis from contributions and then from interest on such
contributions,] [to be paid to us in accordance with the terms of your
plan]. We have agreed to do so until we are directed otherwise by you.
[All such withdrawals will not be subject to any applicable withdrawal
charge.] [Such fee will be sent by us directly to the third party
service provider specified by you]. The fee is a requirement of your
Plan and is not a contract charge imposed by MetLife.]
---

7.2 Is there a charge for making a withdrawal?
------------------------------------------

[No withdrawal charge applies unless additional funding options are made
available to you under the Plan.

If the Plan offers funding options that are different than those offered
as of the contract date, we may impose withdrawal charges. If we do so,
we will tell you in writing at least [90] days in advance of the date
they are imposed. If they are imposed, the following paragraph will
apply as will the various exceptions found in Section 7.3.]

[Yes, [for withdrawals from the Fixed Interest Account,] with various
exceptions explained below.] [There are no charges for withdrawals from
an investment division.] [To determine the withdrawal charge, we treat
the participant's account balance as if it were a single account, and
ignore both your actual allocations and what account or division the
withdrawal is actually coming from.]

If you make a partial withdrawal [from the Fixed Interest Account], we
will first withdraw contributions that can be withdrawn [from the Fixed
Interest Account] with no withdrawal charge, then withdraw other
contributions [from the Fixed Interest Account] and, finally, we will
withdraw earnings, in each case, on a "first-in, first-out" (FIFO)
basis. Once we have determined the amount of the withdrawal charge (as
explained below), we will actually withdraw it from [each account and
investment division in the same proportion as the withdrawal that is
being made] [the Fixed Interest Account]. In determining what the
withdrawal charge is, we do not include earnings, although the actual
money to pay the withdrawal charge may come from earnings. The
withdrawal charge for any contribution [in the Fixed Interest Account]
is based on the length of time it was in the contract as shown in the
following table:

-------------------------------------------------
During Contribution Year

[1 2 3 4 5 6 7 8 &
beyond
7% 6% 5% 4% 3% 2% 1% 0%]
-------------------------------------------------

[A contribution in the Fixed Interest Account includes any transfers
from the Separate Account. These are treated as being received as of the
date of the transfer.]

For partial withdrawals [from the participant's Fixed Interest Account],
we pay you what you ask for and apply the withdrawal charge by reducing
the participant's [Fixed Interest Account] [account] balance by a larger
amount, as follows: the amount to which no withdrawal charge applies,
plus the amount to which a withdrawal charge applies divided by 100%
minus the percentage shown above (so that if the percentage is 7% we
divide by 93%). If the participant's [Fixed Interest Account] [account
balance in any investment division or account] is not sufficient to
allow us to make a partial withdrawal and deduct the withdrawal charge,
we will treat your request as a request for a full withdrawal.

For full withdrawals [from the Fixed Interest Account], we multiply each
amount to which the withdrawal charge applies by the percentage shown
above, keep the resulting amount as a withdrawal charge and pay you the
rest.

7.3 When is there no charge for making a withdrawal [from the Fixed
---------------------------------------------------------------
Interest Account]?
------------------

[A full withdrawal of a participant's [Fixed Interest Account] [account]
balance may be made without an early withdrawal charge if you tell us of
your intention to make a full withdrawal and the participant's [Fixed
Interest Account] [account] balance is paid annually over four years
("systematic termination") as follows:
(i) 20% of the participant's [Fixed Interest Account] [account]
balance upon receipt of the request (however, if you already made
a partial withdrawal from that participant's [Fixed Interest
Account] [account] balance in the same contract year, we will
reduce this first installment by the amount of that partial
withdrawal);
(ii) 25% of the participant's then current [Fixed Interest Account]
[account] balance one year later;
(iii) 33 1/3% of the participant's then current [Fixed Interest Account]
[account] balance two years later;
(iv) 50% of the participant's then current [Fixed Interest Account]
[account] balance three years later; and
(v) the remainder of the participant's then current [Fixed Interest
Account] [account] balance four years later.

[You may cancel the remaining withdrawal at any time, but if you do so,
any new full withdrawal would be paid over a new

10
<PAGE>

four year period.]

Full withdrawals [from the Fixed Interest Account] over fewer than four
years or for amounts in excess of the percentages shown above may be
made, but the excess amount is subject to the withdrawal charges
described above.

[Also, withdrawal charges will not apply to any withdrawal [from the
Fixed Interest Account]:
(a) to make a payment to a participant that is necessary to avoid
Federal income tax penalties or to satisfy Federal income tax
rules or Department of Labor regulations;
(b) made in order for us to provide income payments for life, or for a
period of five years or more if the payments cannot be
accelerated;
(c) resulting from Plan termination, provided the account balance is
rolled over into another contract or certificate issued by us or
approved in advance by us;
(d) to make direct transfers to any funding option permitted
by the Plan and pre-approved by us; or
(e) to provide our share of Plan benefits or loans (if the Plan
permits participants to borrow) to Plan participants;
(f) of: (i) for any participant, [contributions to which withdrawal
charges no longer apply] [those amounts, if any, that can be
withdrawn without a withdrawal charge], and (ii) [upon your first
withdrawal] for that participant in any contract year, [any extra
amounts needed to make [this] [the] exemption equal [20%] of the
participant's [Fixed Interest Account] [account] balance [of any
transfer or exchange amount contributed into the contract from
other investment vehicles on a tax-free basis]]. For example, if a
participant's [Fixed Interest Account] [account] balance [from any
transfer or exchange amount] is $20,000, the maximum amount that
may be withdrawn under this provision on behalf of that
participant in any contract year (assuming no prior withdrawals
during that contract year) is [$4,000] (i.e.,[20%] of $20,000)
[provided such withdrawal is the first withdrawal on behalf of
that participant]. If the maximum amount is withdrawn on the first
withdrawal, no further withdrawals are permitted under this
provision for that participant during that contract year. If less
than the maximum amount is taken on the first withdrawal (say
$[2,000] or [10]% of the participant's [Fixed Interest Account]
[account balance] [transfer or exchange contributions]), then
[subsequent withdrawals without a withdrawal charge during the
contract year will be permitted. If at the time of the next
withdrawal within the same contract year the participant's [Fixed
Interest Account] [account] balance is $[19,000], then the maximum
additional amount that may be withdrawn under this provision is
$[1,900] (i.e. [10]% of $[19,000]). Thus, in this example, there
would have been two

11
<PAGE>

withdrawals of [10]% each for a total of [20]% during the contract
year.] [No further withdrawals will be permitted without a
withdrawal charge during the contract year]. Any withdrawal of
amounts in excess of the [20%] per contract year is subject to the
withdrawal charges described above.]
(g) At any other time, if we agree in writing that none will apply.]

[In addition, no withdrawal charge will apply to any withdrawal made to
pay our share of Plan benefits (see Section 7.4) because of the:
(h) death of a participant;
(i) disability of a participant, [but only if he or she is totally
disabled as defined in the Plan or, if not defined in the Plan],
as defined under the Federal Social Security laws;

(j) termination of employment or retirement of a participant [who has
had a participant's account balance under this contract for at
least [7] continuous years or fewer, if we agree in writing];
pursuant to the Plan's written provisions, or, if no provisions
exist, after the tenth contract year [provided that participant
has attained age 55] (as verified in writing in a form acceptable
to us), [except for amounts transferred into the contract from
other investment vehicles on a tax-free basis];and
(k) unforseen hardship encountered by a participant (as verified in
writing in a form acceptable to us).]

Except for systematic terminations and withdrawals pursuant to the
exemptions above, any other withdrawal [from the Fixed Interest Account]
is subject to the withdrawal charges described above in Section 7.2.]

Proof of these facts, as well as proof of the share of the account
balance attributable to the participant, and proof of our share of plan
money satisfactory to us must be given to us if we ask for it.

To the extent required by law, we have the right to delay paying any
cash withdrawals from the Fixed Interest Account for up to six months.
We do not intend to do this, except in an extreme emergency. We would,
of course, credit interest during any delay.

[7.4 What is our share of Plan Benefits and Loans?
---------------------------------------------

If all of the Plan's money is under this contract, it is 100%.
Otherwise, it is the percentage of the Plan's money that is under this
contract. If the Plan has more than one fund into which contributions
can be allocated, each fund will be treated as a separate plan for this
purpose. Thus, if we have 80% of the Plan's "Fixed Income Fund" but none
of its "Employer Stock Fund", our share is 80% of withdrawals from the
Fixed Income Fund and 0% of withdrawals from the Employer Stock Fund.]

12
<PAGE>

7.5 Examples of Withdrawals
-----------------------

[Assume four contributions of $2,000 each allocated 50% to the
participant's Fixed Interest Account and 50% to the Growth Division of
the Separate Account and the following participant's account balance and
applicable withdrawal charges:

[Contribution 1 2 3 4
Charge 1% 3% 5% 7%
Participant's Total Account Balance $10,930

If you request a withdrawal in a contract year (subject to a withdrawal
charge) of $3,500, we would take the amount of the requested withdrawal
from the older contributions first (contributions 1 and 2). We would pay
you $3,500 and reduce the participant's account balance by $3,566.59.
$3,566.59 is calculated by taking the first $2,000 contribution (the
fact that only half of it went to the Growth Division does not matter--
we are treating the contract as if it were a single account) divided by
.99 (i.e., 100%-1%) plus $1,500 from the second contribution divided by
.97 (i.e., 100%-3%). Your new account balance is $7,363.41, the first
contribution has been paid out and the second contribution has been
reduced to $433.41.

If you then request a full withdrawal, the withdrawal charge would be
$253 i.e., ($433.41 x .03)+($2,000 x .05)+($2,000 x .07); and we pay you
$7,110.41 (i.e., $7,363.41-$253).]

[Contribution 1 2 3 4
Charge 0% 3% 5% 7%
Participant's Total Account Balance $10,930
Participant's Fixed Interest Account Balance $ 5,380

Assume the [20%] free withdrawal had been taken previously. You now ask
for $2,000 from the participant's Fixed Interest Account.

To determine the charge we first take the $1,000 contribution in the
participant's Fixed Interest Account that can be withdrawn with no
charge. We then take $1,000 from the second Fixed Interest Account
contribution (with a 3% withdrawal charge) and divide this $1,000 by
97%. The result is $1,030.93. Since the total of these two numbers
$2,030.93, and you asked for $2,000, the extra $30.93 is the withdrawal
charge. We take both the $2,000 and the $30.93 from the participant's
Fixed Interest Account. The participant's Fixed Interest Account balance
is now $3,349.07

If you then take a full withdrawal from the participant's Fixed Interest
Account, we multiply the remaining $969.07 from the third $1,000 Fixed
Interest Account contribution by 5% ($48.45), and the fourth $1,000
Fixed Interest Account contribution by 7% ($70). No charge applies to
the interest. Thus we withdraw 4118.45 as the withdrawal

13
<PAGE>

charge, and pay you the remaining $3,230.62. ]]

SECTION 8--DEATH BENEFIT
------------------------

8.1 What happens if a participant dies before income payments start?
----------------------------------------------------------------

After we receive proof of death and a properly completed claim form, we
will pay the death benefit to [the participant's beneficiary if you have
authorized us to do so] [you]. This amount may instead be applied to
purchase an income plan as described in Section [9] upon your
authorization. The income plan must begin by December 31st of the
calendar year immediately following the calendar year of the
participant's death; however, if the income plan is being purchased for
the participant's spouse it may begin by December 31st of the calendar
year in which the participant would have attained age 70 1/2. The
payment period may not exceed the beneficiary's life or life expectancy.

The death benefit for each participant is [the greatest of:
a. The participant's entire account balance as of the date we receive
proof of death and a properly completed claim form (no withdrawal
charge will apply and no administrative fee, if any, will be
deducted);
or
b. The total contributions made, less any partial withdrawals, for
that participant; or
c. The highest participant's account balance as of the end of the
calendar year in which any prior quinquennial (5th, 10th, 15th,
etc.) anniversary of the first contribution on behalf of that
participant occurred, less any later partial withdrawals and any
applicable administrative fees deducted from the participant's
account balance].

SECTION [9]--INCOME PAYMENTS
----------------------------

[9.1] Will MetLife guarantee persons entitled to Plan benefits with income
--------------------------------------------------------------------
payments for as long as they live?
----------------------------------

Yes. We will make income payments guaranteed for life to persons
entitled to Plan benefits on a monthly, quarterly, semiannual or annual
basis if requested. These payments may also be guaranteed for at least
five years, but not beyond the payee's life expectancy or the joint life
expectancy if there is more than one payee.

Other income plans which provide payments for a stated amount or a
stated number of years are also available. The amount of each payment
under an income plan must be at least [$50].

Persons entitled to Plan benefits may begin receiving income payments at
any date you choose which occurs after the issue date provided you give
us at least [30] days advance notice.

14
<PAGE>

However, payments must commence no later than the April 1st of the
calendar year in which the participant attains age 70 1/2, or at a later
date if permitted by law. We will send you information and the necessary
forms to sign, upon receipt of your request at our designated office.
Once income payments start, neither you nor the payee will be able to
change the choice of income plan.

Notwithstanding any provisions in this contract to the contrary, the
distribution of a participant's account balance will be in accordance
with any applicable federal rules and regulations, including the
Retirement Equity Act of 1984. The requirements of Code Section
401(a)(9) and the Regulations thereunder, including the incidental death
benefit requirements of Regulation Section 1.401(a)(9)-2 will apply.

[9.2] Will a certificate be provided for persons who receive income payments?
-----------------------------------------------------------------------

Yes. MetLife will issue [to the trustee], for delivery to each person to
whom annuity benefits are being paid under this contract, an individual
certificate outlining the benefits payable under the income plan.

[9.3] What happens if the payee dies after income payments start?
-----------------------------------------------------------

After we receive proof of death and a properly completed claim form,
income payments will continue to the payee's beneficiary for the balance
of the guaranteed period, if any, depending on the income plan selected.
If the guaranteed period has already ended, no further payments will be
made. If an estate (or other non-natural person) becomes entitled to
payment, we will pay the value of any remaining payments, computed as of
the date of death using the interest rate we used to set those payments,
in a lump-sum to such entity.

After income payments start, we may require proof that the payee is
alive on the due date of each income payment.

[9.4] How are the minimum income plan rates that are shown on pages [18 and
---------------------------------------------------------------------
19] calculated?
---------------

The minimum amount of life income payments are calculated based on a
guaranteed interest rate of 3% and the 1983 Individual Mortality Table a
(Metropolitan Adjusted). The minimum amounts of term certain payments
are based on a guaranteed interest rate of 3%. Such values are at least
equal to those required by the law of the state where the contract was
delivered. Actual payments will not be less than those we would provide
to a person in the same class under a single payment immediate annuity
bought with an equal amount at the time income payments start.

15
<PAGE>

[9.5] What information must I furnish to MetLife for MetLife to provide income
------------------------------------------------------------------------
payments?
---------

In addition to the type of income plan being chosen, you must provide
the social security number, date of birth, sex (if relevant), marital
status and address of the annuitant, beneficiary, and any survivor
annuitant. We have he to require proof of dates of birth in a form that
is satisfactory to us.

[[9.6] If I have a defined benefit plan, are income plans purchased for
----------------------------------------------------------------
participants handled differently?
---------------------------------

Any income plan purchased under a defined benefit plan (see Section
[11]) may be terminated, suspended, or reduced because of: (i) Plan
provisions; (ii) provisions of the Code; or (iii) requirements of the
Pension Benefit Guaranty Corporation, as they exist now or are later
amended. No income plan will be terminated, suspended, or reduced
because of Plan provisions, unless you certify to us that such
provisions are in effect at the time the income payments start. In the
event the income plan is terminated, suspended, or reduced, we will
determine the refund to be paid to whomever you designate.]

16
<PAGE>

SECTION 10--
------------
INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS
------------------------------------------------

JOINT AND SURVIVOR LIFE INCOME PLAN
Monthly Income Payment to Primary Annuitant
Annuitants' per $1,000 of Consideration if Percentage
Exact Ages on of Monthly Income Payment Payable to the
Date of Purchase Survivor Annuitant is:
of Income Plan* 50% 66 2/3% 75% 100%

55 and 60 $3.68 $3.63 $3.60 $3.52
60 and 55 $3.83 $3.72 $3.67 $3.52
60 and 60 $3.91 $3.82 $3.78 $3.66
60 and 65 $3.97 $3.91 $3.87 $3.78
65 and 60 $4.16 $4.03 $3.96 $3.78
65 and 65 $4.26 $4.15 $4.10 $3.94
70 and 65 $4.61 $4.43 $4.35 $4.11
70 and 70 $4.76 $4.61 $4.54 $4.35
* In each pair of ages, the first age is the primary annuitant's age
and the second age is the survivor annuitant's age.

TERM CERTAIN INCOME PLAN

Monthly Income Payment Per $1,000 of Consideration
- --------------------------------------------------
If Term Certain Period is:
10 Years 15 Years 20 Years
$9.37 $6.70 $5.37

17
<PAGE>

[SECTION 11--INCOME PLAN RATES FOR DEFINED BENEFIT PLANS
--------------------------------------------------------

Annuitant's Monthly Income Payments Per $1,000 of Consideration
---------------------------------------------------
Exact Age on LIFE INCOME TERM CERTAIN AND LIFE INCOME
Date of Purchase If Term Certain Period is:
of Income Plan 10 Years 15 Years 20 Years
Male Female Male Female Male Female Male Female
55 $4.02 $3.69 $3.98 $3.68 $3.94 $3.66 $3.87 $3.63
56 $4.09 $3.75 $4.05 $3.73 $4.00 $3.71 $3.93 $3.68
57 $4.16 $3.81 $4.12 $3.79 $4.06 $3.76 $3.98 $3.73
58 $4.24 $3.87 $4.19 $3.85 $4.13 $3.82 $4.04 $3.78
59 $4.32 $3.93 $4.26 $3.91 $4.19 $3.88 $4.10 $3.83
60 $4.40 $4.00 $4.34 $3.97 $4.26 $3.94 $4.15 $3.89
61 $4.49 $4.07 $4.42 $4.04 $4.34 $4.00 $4.21 $3.94
62 $4.58 $4.14 $4.51 $4.11 $4.41 $4.07 $4.28 $4.00
63 $4.68 $4.22 $4.60 $4.19 $4.49 $4.14 $4.34 $4.06
64 $4.79 $4.31 $4.70 $4.27 $4.57 $4.21 $4.40 $4.12
65 $4.90 $4.40 $4.80 $4.35 $4.66 $4.29 $4.19
66 $5.02 $4.49 $4.90 $4.44 $4.75 $4.37 $4.26
67 $5.15 $4.60 $5.02 $4.54 $4.84 $4.45 $4.32
68 $5.29 $4.71 $5.13 $4.64 $4.93 $4.54
69 $5.44 $4.82 $5.26 $4.74 $5.03 $4.63
70 $5.59 $4.94 $5.39 $4.85 $5.12 $4.72

55 M and 60 F $3.76 $3.67 $3.62 $3.49
60 M and 55 F $3.92 $3.76 $3.68 $3.44
60 M and 60 F $4.00 $3.87 $3.80 $3.60
60 M and 65 F $4.07 $3.96 $3.91 $3.74
65 M and 60 F $4.29 $4.09 $3.99 $3.68
65 M and 65 F $4.38 $4.21 $4.12 $3.86
70 M and 65 F $4.79 $4.52 $4.38 $3.98
70 M and 70 F $4.92 $4.69 $4.58 $4.24
* In each pair of ages, the first age is the primary annuitant's age
and the second age is the survivor annuitant's age.

TERM CERTAIN INCOME PLAN

Monthly Income Payment Per $1,000 of Consideration
--------------------------------------------------
If Term Certain Period is:
10 Years 15 Years 20 Years
$9.37 $6.70 $5.37

]

<PAGE>

EXHIBIT (4)(a)(vi)

[LOGO] METLIFE(R)
METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
One Madison Avenue--New York, New York 10010-3690

========================================================================
Contractholder Plan Name
Trust for the ABC Company Retirement Plan ABC Company Retirement Plan
========================================================================
Group Annuity Contract Number Issue Date
34345 Month, Day, Year
- ------------------------------------------------------------------------
Date First Contract Year Ends Administrative Fee
Month, Day, Year [$20]
========================================================================

In Consideration of the Contractholder's payments under this Contract,

Metropolitan Life Insurance Company
("MetLife")

Agrees to make payments, and to pay annuities bought, under this Contract in
accordance with and subject to its terms.

Therefore, the Contractholder and MetLife execute this Contract in duplicate to
take effect as of the Issue Date.

The ABC Company, Inc. Metropolitan Life Insurance Company
- ---------------------
/s/ Christine N. Markussen
Christine N. Markussen, Vice-President
& Secretary

________________________________
Signature /s/ Harry P. Kamen
Harry P. Kamen, Chairman, President
________________________________ and Chief Executive Officer
Title
________________________________ _______________________________________
Witness Registrar
________________________________ _______________________________________
Date Date
________________________________ _______________________________________
City and State City and State

Internal Revenue Code Section 401(a) Annuity Contract
Separate Account - Non-Dividend Paying

Cover Page

Form G.3002P(NY)
<PAGE>

CONTENTS
SECTION PAGE

1. DEFINITIONS............................................................2

2. RELATION BETWEEN PLAN AND CONTRACT.....................................4
2.1 GENERAL UNDERSTANDING..................................................4
2.2 CHANGES IN PLAN'S PROVISIONS; COMPETING PLAN...........................5
2.3 PARTICIPANT DIRECTED DECISIONS.........................................5

3. CONTRACTHOLDER CONTRIBUTIONS...........................................6
3.1 CONTRIBUTION LIMITS....................................................6

4. FIXED INTEREST ACCOUNT.................................................7
4.1 CREDITING OF INTEREST..................................................7
4.2 ADMINISTRATIVE FEE.....................................................7

5. SEPARATE ACCOUNT.......................................................9
5.1 INVESTMENT DIVISIONS AVAILABLE AT ISSUE................................9
5.2 THE SEPARATE ACCOUNT AND HOW IT OPERATES...............................9

6. TRANSFERS AND WITHDRAWALS.............................................11
6.1 TRANSFERS.............................................................11
6.2 WITHDRAWALS...........................................................11
6.3 WITHDRAWAL CHARGES....................................................12
6.4 EXEMPTIONS FROM WITHDRAWAL CHARGES....................................13
6.5 SHARE OF PLAN BENEFITS AND LOANS......................................15
6.6 EXAMPLES OF WITHDRAWALS...............................................15

7. DEATH BENEFIT.........................................................17
7.1 AMOUNT OF DEATH BENEFIT...............................................17
7.2 BENEFICIARY...........................................................17
7.3 WHEN THE DEATH BENEFIT IS PAID........................................18

8. ANNUITIES.............................................................19
8.1 ANNUITIES AVAILABLE...................................................19
8.2 ANNUITY PURCHASES.....................................................19
8.3 COST OF ANNUITIES.....................................................20
8.4 GUARANTEE.............................................................21
8.5 CERTIFICATES..........................................................21
8.6 MISSTATEMENTS.........................................................21

9. AMENDMENT OR DISCONTINUANCE OF CONTRACT...............................22
9.1 AMENDMENT.............................................................22
9.2 DISCONTINUANCE........................................................22

10. GENERAL PROVISIONS....................................................25
10.1 ENTIRE CONTRACT.......................................................25
10.2 PARTICIPATION IN DIVIDENDS............................................25
10.3 CLAIMS OF CREDITORS; ASSIGNMENT ......................................25
10.4 LIABILITY FOR PAYMENTS................................................25
10.5 COMMUNICATIONS; PAYMENTS..............................................25
10.6 INFORMATION TO BE FURNISHED...........................................26
10.7 APPLICABLE LAW; RIGHT TO AMEND........................................26

<PAGE>

SECTION 1. DEFINITIONS

1.1 "Account Balance" is the entire amount we hold under this contract for you.

1.2 "Annuitant" is the person upon whose life an annuity has been purchased by
you under this contract.

1.3 "Code" is the Internal Revenue Code of 1986 as amended from time to time.

[1.4 "Contract Year" for the first year is measured from the issue date and will
continue until the date specified on the cover page. Each new contract
year begins on the next day and continues for 12 months. For example, if
the issue date is May 15, 1995 and the first contract year ends March 31,
1996, the second contract year begins April 1, 1996. The contract
anniversary will be May 15th.]

1.5 "Contribution" is money received by us under your contract on behalf of the
participants, whether sent by you or under a transfer or exchange. A
contribution in the Fixed Interest Account includes for interest crediting,
any transfers from the Separate Account.

[1.6 "Contribution Year" for any contribution, for the first year, is measured
from the date we receive it in our designated office and continues until
the last day of the month in which the anniversary of such receipt occurs.
Each new contribution year begins on the first day of the next month (this
works much like contract years, except that contribution years are
determined separately for each contribution).]

1.7 "Designated Office" is the administrative unit servicing your contract. It
is currently [the Retirement and Savings Center, Metropolitan Life
Insurance Company, 1125 17th Street, Denver, CO. 80202-1019]. If we choose
another area to service your contract, we will inform you of the address.

1.8 "Funding Options" refer to the [Metropolitan Series Fund, Inc., the Calvert
Responsibly Invested Balanced Portfolio, the Calvert Capital Accumulation
Portfolio, and Fidelity's Variable Insurance Products Fund and Variable
Insurance Products Fund II. All are either mutual funds or series of
mutual funds used only for insurance and annuity contracts such as this
one. The Metropolitan Series Fund and Fidelity's Variable Insurance
Products Fund and Variable Insurance Products Fund II are divided into
portfolios each of which has its own investment objectives.]

1.9 "Investment Divisions" are part of the Separate Account. Each division
invests in a corresponding portfolio or series of the Funding Options,
rather than investing directly in stocks, bonds or other investments.
Thus, the investment experience of each division will generally be the same
as that of the corresponding portfolio or series, reduced by charges under
this contract for services and benefits we

2
<PAGE>

provide. Section 5.1 shows the available divisions. We will tell you
about any changes.

1.11 "Participant's Account Balance" is the recorded share of the Contract's
Account Balance attributable to a participant.

[1.13] "We", "Us", "Our" and "MetLife" refer to Metropolitan Life Insurance
Company.

[1.14] "You", "Your", "Me", "My" or "I" refer to the plan's trustee [or, where
there is no trustee, the plan administrator] who may exercise all rights
under this contract.

3
<PAGE>

SECTION 2. RELATION BETWEEN PLAN AND CONTRACT

2.1 General Understanding

The Plan permits contributions to be paid under a contract of this type.
[The Contractholder has given MetLife a copy of the Plan as in effect on
the Issue Date.] The Plan is mentioned for reference purposes only.
MetLife is not a party to the Plan.

The Contractholder represents that the Plan is a 401(a) Plan as of the
Issue Date. In addition, the Contractholder represents that the Plan
contains all legal provisions required to be included in a 401(a) Plan and
further represents that all rights exercised by it under this Contract will
be exercised in accordance with the Plan and in accordance with the
requirements of Section 401(a) of the Code. MetLife assumes no
responsibility for the accuracy of these representations.

The Contract is intended to be available for a 401(a) Plan and MetLife
represents that it will make any amendments to this Contract necessary so
that this Contract is legally available for a 401(a) Plan as of the Issue
Date.

The Contractholder and MetLife agree as follows:

(1) As of the Issue Date the Plan has certain provisions and/or related
administrative practices applicable to contributions on behalf of
Participants, investment options available to Participants, allocation
of such contributions among the Plan's investment options, transfers
of account balance amounts between such investment options, and
payments to Participants or their beneficiaries because of retirement,
termination of employment, disability, death or in-service withdrawals
at or after age 70-1/2. References in this Contract to Plan provisions
and/or administrative practices mean the provisions and/or
administrative practices as in effect on the Issue Date. MetLife will
be permitted by the Contractholder to review all changes in Plan
provisions and/or administrative practices made after the Issue Date.

(2) As used in this Contract, "termination of employment" does not include
transfer or other change of employment from an employer to a parent,
subsidiary or any company under common ownership or control with the
employer.

(3) Participants will exercise their own independently determined
judgments, without influence or direction by the employer, plan
sponsor or Contractholder in regard to their actions under the Plan.
[The Contractholder will furnish MetLife with advance copies of all
communications to Participants concerning the Plan, which might have a

4
<PAGE>

material effect on this Contract's financial experience. Such
communications include, but are not limited to, an announcement of the
addition or elimination of an investment option, or a written
explanation of Plan provisions. Such communications will be sent to
MetLife for review, but will not be subject to MetLife's approval.]

(4) To the extent permitted by law and subject to the Plan provisions, the
Contractholder may add or eliminate investment options under the Plan.

(5) The "20%" percentage in Section 6.4(f) may be changed by mutual
agreement between the parties.

2.2 Changes in Plan's Provisions; Competing Plan

The Contractholder agrees to advise MetLife, before its effective date, of
any change in the Plan's provisions and/or related administrative practices
referred to in Section 2.1 that occurs after the Issue Date.

If it is determined that MetLife's financial experience and obligations
under this contract would be adversely affected as a result of such
changes, MetLife may [choose either to restrict or prohibit future
contributions,] [fulfill its obligations under the terms of this contract
based on the Plan's provisions and administrative practices in effect as of
the Issue Date,] [charge the trustee, and to the extent not paid by the
trustee, withdraw on a pro-rata basis from participant account balances the
amount necessary to compensate us for the loss or losses that we in our
sole discretion determine we incurred as a result of such changes,] [or end
this contract and pay you the full withdrawal value as if you had asked for
a full cash withdrawal].

2.3 Participant Directed Decisions

Whenever the Plan allows participants to make investment decisions under
this contract, such as to which investment divisions under this contract
his or her account balance should be allocated, you still retain fiduciary
responsibility for any decision to transfer or withdraw funds from this
contract. You, as an ERISA fiduciary, are presumed under this contract to
act in the best interests of the Plan participants. Accordingly,
participant consent is not required in order for the contractholder to
transfer or withdraw funds from this contract. This contract provides that
the contractholder has complete discretion as to when and if transfers or
withdrawals are to be made.

However, if we are directed that the Plan provides that participants can
directly make transfers and/or withdrawals and, if you make a transfer or
withdrawal on behalf of a participant which results in charges to the
participant's account balance, it is your responsibility to determine that
the transfer and/or withdrawal comports with your fiduciary duties and is
prudent in light of all the circumstances.

5
<PAGE>

SECTION 3. CONTRACTHOLDER CONTRIBUTIONS

3.1 Contribution Limits

Contributions may be made at any time while this contract is in effect.
However, we will not accept contributions after you have requested a full
withdrawal or systematic termination. You must identify the participants
on behalf of whom the contributions are made. All contributions should be
sent to our designated office.

You choose how contributions for each participant are allocated among the
Fixed Interest Account and the investment divisions of the Separate
Account. You may change your allocation for new contributions by telling
us. The change will be made upon receipt, unless you specify a later date,
which may be up to 30 days after we receive the request. Allocations must
be in whole number percentages (e.g., 33 1/3% cannot be chosen).

The lifetime maximum per participant for all contributions is [$500,000.]
We may either return amounts which are above this limit or agree to take
them. We may change the maximum by telling you in writing at least 90 days
in advance.

6
<PAGE>

SECTION 4. FIXED INTEREST ACCOUNT

4.1 Crediting of Interest

The Fixed Interest Account guarantees both your principal and your interest
(subject to any charges that may apply) without regard to any investment
results. The interest rates are set in advance and are "locked-in" without
regard to changing economic conditions.

Interest on each contribution allocated to the Fixed Interest Account will
be credited from the date the contribution is received at our designated
office or transferred to the Fixed Interest Account. Interest will be
credited on amounts in a participant's Fixed Interest Account balance until
the earliest of:
(a) the dates the amounts are withdrawn or transferred to the Separate
Account, or
(b) the date you ask us to use the amounts to start making income payments
to any person entitled to Plan benefits, or
(c) the date the death benefit is paid on account of the participant's
death.

Interest rates for amounts allocated to the Fixed Interest Account will be
set by us [from time to time] [as of each January 1, April 1, July 1 and
October 1.] The declared rate in effect when an amount is added to the
Fixed Interest Account balance will be credited on that amount from the
date it is added until the last day of the [contract year in which it is
added][calendar year following the year in which it is added][month in
which the anniversary of that contribution occurs].

Thereafter, we will set interest rates for these contributions (and
earnings on them) on or before the first day of each
[contract][calendar][contribution] year to be credited through the last day
of such year.

The interest rates we declare are "annual effective yields". The actual
rates we use on a day-to-day basis are slightly lower, but, if the
contribution is left in your contract for a full year, it will grow by the
full amount of the interest rate we declared, because we compound interest
daily.

[4.2 Fixed Interest Account Administrative Fee

The annual administrative fee, if any, for the first contract year is shown
on the cover page. If none is shown and if an administrative fee will be
charged for a future contract year, we will tell you in writing at least
[30] days in advance.

7
<PAGE>

If an administrative fee is charged, it will be charged at the end of each
contract year. The administrative fee will never exceed [$20] per contract
year per participant and will be deducted from your Fixed Interest Account
on a "first-in, first out" basis from contributions and then from earnings,
but only if a participant's Fixed Interest Account balance is less than
[$10,000] [and no contributions were received during the contract year].
If the participant's Fixed Interest Account balance is less than [$20] at
the end of a contract year, we will waive the fee. We will also waive any
fee due when the participant's account balance is fully withdrawn.

We may change the date on which the administrative fee is deducted to the
contract anniversary. If we do so, we will tell you in advance.]

8
<PAGE>

SECTION 5. SEPARATE ACCOUNT

5.1 Investment Divisions Available At Issue

For this contract, the divisions include the [Metropolitan Growth, Income,
Diversified, Aggressive Growth, International Stock and Stock Index
Divisions; the Fidelity Growth, Overseas, Equity-Income, Investment Grade
Bond, and Asset Manager Divisions; and the Calvert Responsibly Invested
Balanced and Capital Accumulation Divisions.]

5.2 The Separate Account and How It Operates

It is Metropolitan Life Separate Account [E][F], an investment account we
maintain separate from our other assets.

The Separate Account is divided into investment divisions, each of which
buys shares in a corresponding portfolio or series of the Funding Options.
Thus, the Separate Account does not invest directly in stocks, bonds, etc.,
but leaves such investments to the Funding Options to make. The Funding
Options are also bought by other separate accounts of ours, our affiliates
and other insurance companies.

We keep track of each investment division of the Separate Account
separately, using accumulation units. When you put money into an
investment division, we give you accumulation units. When you take money
out of the investment division, we reduce the number of your accumulation
units. In either case, the number of accumulation units you gain or lose
is determined by taking the dollar amount of the contribution, transfer or
withdrawal and dividing it by the value of an accumulation unit at the time
of the transaction. Thus, if you transfer in $5,000, and the value of an
accumulation unit is $100, you will get 50 accumulation units.

Initially, we set the value of each accumulation unit. At the end of each
valuation period, we then revise it by taking the net asset value of a
share in the applicable Funding Options portfolio or series at the end of
the valuation period, add any Funding Options dividend or capital gain
distribution during the valuation period, subtract any per share charge for
taxes and reserves for taxes, and divide this total by the net asset value
of a share of the same portfolio or series at the start of the valuation
period. Then we subtract a charge not to exceed [.000034035 per day (an
effective annual rate of 1.25%)] for administrative expenses and mortality
and expense risks we assume under the contract. This calculation results
in a factor that we multiply the previous accumulation unit value by in
order to determine the new accumulation unit value.

9
<PAGE>

A valuation period is the period between one calculation of an accumulation
unit value and the next calculation. Normally, we calculate accumulation
units once each day the New York Stock Exchange is open for trading, but we
can delay this determination if an emergency exists, making valuation of
assets in the Separate Account not reasonably practicable, or the
Securities and Exchange Commission permits such deferral. We may change
when we calculate the accumulation unit value by giving you 30 days notice,
to the extent permitted by law.

Amounts added to the Separate Account will be credited as of the end of the
valuation period during which we receive them at our designated office or
they are transferred from the Fixed Interest Account. Additions to or
withdrawals from an investment division may only be made as of the end of a
valuation period.

We may make certain changes to the Separate Account if we think they would
best serve the interests of participants in or owners of similar contracts
or would be appropriate in carrying out the purposes of such contracts.
Any changes will be made only to the extent and in the manner permitted by
applicable laws. Also, when required by law, we will obtain your approval
of the changes and approval from any appropriate regulatory authority.

Examples of the changes to the Separate Account that we may make include:

o To transfer any assets in an investment division to another investment
division, or to one or more other separate accounts, or to our general
account; or to add, combine, or remove investment divisions in the
Separate Account.

o To substitute, for the Funding Options shares held in any investment
division, the shares of another class of the Metropolitan Series Fund,
Inc. or the shares of any other investment permitted by law.

We will notify you of all significant changes.

10
<PAGE>

SECTION 6. TRANSFERS AND WITHDRAWALS

6.1 Transfers

An unlimited number of transfers can be made between investment divisions
of the Separate Account, from an investment division to the Fixed Interest
Account, or from the Fixed Interest Account to an investment division[.
with the following exception. Only one transfer per contract year per
participant can be made from the Fixed Interest Account to the Separate
Account and only up to 20% of the Fixed Interest Account Balance may be
transferred. You can make transfers on behalf of each participant by
telling us and specifying which participant's account balance is to be
transferred. [Transfers from the Fixed Interest Account may be subject to
a withdrawal charge described in Section [6.3].]

If you make a transfer from the Fixed Interest Account, we will determine
which contributions and earnings to take it from as if it was a withdrawal
from the participant's account balance. If you transfer money from the
Fixed Interest Account to the Separate Account and then you transfer money
from the Separate Account to the Fixed Interest Account (or from the
Separate Account to the Fixed Interest Account and then from the Fixed
Interest Account to the Separate Account) within 12 months, this will be
treated as a return of the same money (whether or not it really is). Thus,
after the transfer into the Fixed Interest Account, it will earn the same
interest rate that it would have been earning had neither transfer ever
taken place. Any amounts in excess of the original transfer and any
amounts transferred back to the Fixed Interest Account more than 12 months
after the first transfer will be treated as a new contribution to the Fixed
Interest Account and will earn the then current interest rate for new
contributions.

6.2 Withdrawals

To request a withdrawal you may contact our designated office. Any
withdrawal request must be signed by you, must clearly state the name of
the participant whose account balance is to be reduced by the withdrawal
and must show the account (and investment division, if any) from which the
withdrawal is to be made. The minimum withdrawal is [$500] or the
participant's entire account balance if less. Any withdrawal will
completely discharge our liability for the amount withdrawn. [Withdrawals
from different participant account balances are treated as separate
withdrawals.]

[You have instructed us to deduct a [$25] recordkeeping fee from your
account balance [annually at the end of each contract year on a "first-in,
first out" basis from contributions and then from interest on such
contributions,] [to be paid to us in accordance with the terms of your
plan]. We have agreed to do so until we are directed otherwise by you.
[All such withdrawals will not be subject to any applicable withdrawal
charge.] [Such fee will be sent by us directly to the third party service
provider specified by you]. The fee is a requirement of your Plan and is
not a contract charge imposed by MetLife.]
---

11
<PAGE>

6.3 Withdrawal Charges

[No withdrawal charge applies unless additional funding options are made
available to you under the Plan. If the Plan offers funding options that
are different than those offered as of the contract date, we may impose
withdrawal charges. If we do so, we will tell you in writing at least [30]
days in advance of the date they are imposed. If they are imposed, the
following paragraph will apply as will the various exceptions found in
Section 6.4].

[Withdrawals [from the Fixed Interest Account,] are subject to withdrawal
charges except as noted below.] [There are no charges for withdrawals from
an investment division.] [To determine the withdrawal charge, we treat the
participant's account balance as if it were a single account, and ignore
both your actual allocations and what account or division the withdrawal is
actually coming from.]

If you make a partial withdrawal [from the Fixed Interest Account], we will
first withdraw contributions that can be withdrawn [from the Fixed Interest
Account] with no withdrawal charge, then withdraw other contributions [from
the Fixed Interest Account] and, finally, we will withdraw earnings, in
each case, on a "first-in, first-out" (FIFO) basis. Once we have
determined the amount of the withdrawal charge (as explained below), we
will actually withdraw it from [each account or investment division in the
same proportion as the withdrawal that is being made] [the Fixed Interest
Account]. In determining what the withdrawal charge is, we do not include
earnings, although the actual money to pay the withdrawal charge may come
from earnings. The withdrawal charge for any contribution [in the fixed
interest account] is based on the length of time it was in the contract as
shown in the following table:

During Contribution Year

[1 2 3 4 5 6 7 8 & Beyond
7% 6% 5% 4% 3% 2% 1% 0% ]

For partial withdrawals [from the participant's Fixed Interest Account], we
pay you what you ask for and apply the withdrawal charge by reducing the
participant's [Fixed Interest Account] [account] balance by a larger
amount, as follows: the amount to which no withdrawal charge applies, plus
the amount to which a withdrawal charge applies divided by 100% minus the
percentage shown above (so that if the percentage is 7% we divide by 93%).
If the participant's [Fixed Interest Account] [account balance in any
investment division or account] is not sufficient to allow us to make a
partial withdrawal and deduct the withdrawal charge, we will treat your
request as a request for a full withdrawal.

For full withdrawals [from the fixed interest account], we multiply each
amount to which the withdrawal charge applies by the percentage shown
above, keep the resulting amount as a withdrawal charge and pay you the
rest.

12
<PAGE>

6.4 Exemptions From Withdrawal Charges

A full withdrawal of a participant's [Fixed Interest Account] [account]
balance may be made without an early withdrawal charge if you tell us of
your intention to make a full withdrawal and the participant's [Fixed
Interest Account] [account] balance is paid annually over four years
("systematic termination") as follows:
(i) 20% of the participant's [Fixed Interest Account] [account] balance
upon receipt of the request (however, if you already made a partial
withdrawal from that participant's [Fixed Interest Account]
[account] balance in the same contract year, we will reduce this
first installment by the amount of that partial withdrawal);
(ii) 25% of the participant's then current [Fixed Interest Account]
[account] balance one year later;
(iii) 33 1/3% of the participant's then current [Fixed Interest Account]
[account] balance two years later;
(iv) 50% of the participant's then current [Fixed Interest Account]
[account] balance three years later; and
(v) the remainder of the participant's then current [Fixed Interest
Account] [account] balance four years later.

[You may cancel the remaining withdrawal at any time, but if you do so, any
new full withdrawal would be paid over a new four year period.]

Full withdrawals [from the Fixed Interest Account] over fewer than four
years or for amounts in excess of the percentages shown above may be made,
but the excess amount is subject to the withdrawal charges described above.

13
<PAGE>

contract from other investment vehicles on tax free basis]]. [For
example, if a participant's [Fixed Interest Account] [account] balance
[from any transfer or exchange amount] is $20,000, the maximum amount
that may be withdrawn under this provision on behalf of that
participant in any contract year (assuming no prior withdrawals during
that contract year) is [$4,000] (i.e., [20%] of $20,000) [provided
such withdrawal is the first withdrawal on behalf of that
participant]. If the maximum amount is withdrawn on the first
withdrawal, no further withdrawals are permitted under this provision
for that participant during that contract year. If less than the
maximum amount is taken on the first withdrawal (say $[2,000] or [10%]
of the participant's [Fixed Interest Account] [account balance]
[transfer or exchange contributions]), then subsequent withdrawals
without a withdrawal charge during the contract year will be
permitted. If at the time of the next withdrawal within the same
contract year the participant's [Fixed Interest Account] [account]
balance is $[19,000], then the maximum additional amount that may be
withdrawn under this provision is $[1,900] (i.e. [10%] of $[19,000]).
Thus, in this example, there would have been two withdrawals of [10%]
each for a total of [20%] during the contract year. [No further
withdrawals will be permitted without a withdrawal charge during the
contract year]. Any withdrawal of amounts in excess of the [20%] per
contract year is subject to the withdrawal charges described above.]
(g) At any other time, if we agree in writing that none will apply. ]

[In addition, no withdrawal charge will apply to any withdrawal made to pay
our share of Plan benefits (see Section 6.5) because of the:
(h) death of a participant;
(i) disability of a participant, [but only if he or she is totally
disabled as defined in the Plan or, if not defined in the Plan], as
defined under the Federal Social Security laws;
(j) termination of employment or retirement of a participant [who has had
a participant's account balance under this contract for at least [7]
continuous years or fewer, if we agree in writing] pursuant to the
Plan's written provisions, or, if no written provisions exist, after
the tenth contract year [provided that participant has attained age
55] (as verified in writing in a form acceptable to us), [except for
amounts transferred into the contract from other investment vehicles
on a tax-free basis]; and
(k) unforseen hardship encountered by a participant (as verified in
writing in a form acceptable to us). ]

Except for systematic terminations and withdrawals pursuant to the
exemptions above, any other withdrawal [from the Fixed Interest Account] is
subject to the withdrawal charges described above in Section 6.3.

Proof of these facts, as well as proof of the share of the account balance
attributable to the participant, and proof of our share of plan money
satisfactory to us must be given to us if we ask for it.

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<PAGE>

To the extent required by law, we have the right to delay paying any cash
withdrawals from the Fixed Interest Account for up to six months. We do
not intend to do this, except in an extreme emergency. We would, of
course, credit interest during any delay.

[6.5 Share of Plan Benefits and Loans

If all of the Plan's money is under this contract, it is 100%. Otherwise,
it is the percentage of the Plan's money that is under this contract. If
the Plan has more than one fund into which contributions can be allocated,
each fund will be treated as a separate plan for this purpose. Thus, if we
have 80% of the Plan's "Fixed Income Fund" but none of its "Employer Stock
Fund", our share is 80% of withdrawals from the Fixed Income Fund and 0% of
withdrawals from the Employer Stock Fund.]

6.6 Examples of Withdrawals

[ Assume four contributions of $2,000 each allocated 50% to the participant's
Fixed Interest Account and 50% to the Growth Division of the Separate
Account and the following participant's account balance and applicable
withdrawal charges:

[ Contribution 1 2 3 4
Charge 1% 3% 5% 7%
Participant's Total Account Balance $10,930

If you request a withdrawal in a contract year (subject to a withdrawal
charge) of $3,500, we would take the amount of the requested withdrawal
from the older contributions first (contributions 1 and 2). We would pay
you $3,500 and reduce the participant's account balance by $3,566.59.
$3,566.59 is calculated by taking the first $2,000 contribution (the fact
that only half of it went to the Growth Division does not matter--we are
treating the contract as if it were a single account) divided by .99 (i.e.,
100%-1%) plus $1,500 from the second contribution divided by .97 (i.e.,
100%-3%). Your new account balance is $7,363.41, the first contribution
has been paid out and the second contribution has been reduced to $433.41.

If you then request a full withdrawal, the withdrawal charge would be $253
i.e., ($433.41 x .03)+($2,000 x .05)+($2,000 x .07); and we pay you
$7,110.41 (i.e., $7,363.41-$253). ]

[ Contribution 1 2 3 4
Charge 0% 3% 5% 7%
Participant's Total Account Balance $10,930
Participant's Fixed Interest Account Balance $ 5,380

Assume the [20%] free withdrawal had been taken previously. You now ask
for $2,000 from the participant's Fixed Interest Account.

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<PAGE>

To determine the charge we first take the $1,000 contribution in the
participant's Fixed Interest Account that can be withdrawn with no charge.
We then take $1,000 from the second Fixed Interest Account contribution
(with a 3% withdrawal charge) and divide this $1,000 by 97%. The result is
$1,030.93. Since the total of these two numbers is $2,030.93 and you asked
for $2,000, the extra $30.93 is the withdrawal charge. We take both the
$2,000 and the $30.93 from the participant's Fixed Interest Account. The
Participant's Fixed Interest Account balance is now $3,349.07.

If you then take a full withdrawal from the participant's Fixed Interest
Account, we multiply the remaining $969.07 from the third $1,000 Fixed
Interest Account contribution by 5% ($48.45), and the fourth $1,000 Fixed
Interest Account contribution by 7% ($70). No charge applies to the
interest. Thus we withdraw $4,118.45 as the withdrawal charge, and pay you
the remaining $3,230.62. ]]

16
<PAGE>

SECTION 7 DEATH BENEFIT

7.1 Amount of Death Benefit

The death benefit for each participant is [the greatest of:
a. The participant's entire account balance as of the date we receive
proof of death and a properly completed claim form (no withdrawal
charge will apply and no administrative fee, if any, will be
deducted); or
b. The total contributions made, less any partial withdrawals, for that
participant; or
c. The highest participant's account balance as of the end of the
calendar year in which any prior quinquennial (5th, 10th, 15th, etc.)
anniversary of the first contribution on behalf of that participant
occurred, less any later partial withdrawals and any applicable
administrative fees deducted from the participant's account balance.]

7.2 Beneficiary

A Participant's beneficiary is the person or persons designated by the
Contractholder. However, if the Participant is married, the Participant's
spouse will be the designated beneficiary, unless the Participant has
elected otherwise with the qualified consent of the Participant's spouse as
required under Section 417 of the Code and applicable Regulations. The
Contractholder may designate a contingent beneficiary who would become the
beneficiary if all the beneficiaries die before the Participant does. If no
beneficiaries or contingent beneficiaries are designated, or if none are
alive at the Participant's death the Participant's estate will be the
beneficiary.

The Contractholder may change a Participant's beneficiary or contingent
beneficiary at any time before income payments begin. A change of
beneficiary is subject to qualified spousal consent. The requirements and
form for obtaining spousal consent are described in the Plan. The change
will take effect as of the date the "Change of Beneficiary" form is signed,
but no change will bind MetLife until it is recorded at MetLife's
designated office (see Section 10.5), which may be before or after the
Participant's death.

After a Participant's death and before annuity payments start, subject to
the provisions of the Code, the Contractholder may exercise all rights
under this Contract with respect to that Participant's Account Balance on
behalf of or at the request of the Participant's beneficiary.

After annuity payments start, the payee may change the beneficiary for any
future guaranteed annuity payments. If payment is being made over two
lifetimes with a minimum period guaranteed and the other person survives
the payee, the survivor may change the beneficiary, unless the beneficiary
was irrevocably designated. The person over whose life payment is being
made may not be changed.

17
<PAGE>

7.3 When the Death Benefit Is Paid

If a Participant dies before annuity payments begin, MetLife will, after
receipt of proof of death and a properly completed claim form, pay the
death benefit (as of the date of settlement) to [the Participant's
beneficiary if you have authorized us to do so] [you]. The Participant's
beneficiary may instead elect to have this amount applied to purchase an
annuity as described above in this Section 7. The annuity, if one is to be
purchased, must begin by December 31st of the calendar year immediately
following the calendar year of the Participant's death; however, if the
annuity is being purchased for the Participant's spouse it may begin by
December 31st of the calendar year in which the Participant would have
attained age 70-1/2. The payment period may not exceed the beneficiary's
life or life expectancy. If an annuity is not purchased, the Participant's
Account Balance must be paid in full no later than the end of the calendar
year which includes the fifth anniversary of a Participant's death.

The death benefit for any Participant is the amount determined under
Section 7.1 as of the date MetLife has received both proof of death and a
properly completed claim form.

If the payee dies after annuity payments begin, MetLife will, after
receiving proof of death and a properly completed claim form, continue
annuity payments to the payee's beneficiary for the balance of the
guaranteed period, if any, depending on the annuity selected. If the
guaranteed period has already ended, no further payments will be made. If
an estate (or other non-natural person) becomes entitled to payment,
MetLife will pay the value of any remaining payments, computed as of the
date of death using the interest rate used to set those annuity payments,
in a lump-sum to such non-natural person.

After annuity payments begin, MetLife may require proof that the payee is
alive on the due date of each annuity payment.

18
<PAGE>

SECTION 8. ANNUITIES

8.1 Annuities Available

MetLife will make available under this Contract annuity payments guaranteed
for life to persons entitled to Plan benefits on a monthly, quarterly,
semiannual or annual basis. These annuity payments may also be guaranteed
for at least five years, but not beyond the payee's life expectancy or the
joint life expectancy (subject to Internal Revenue Service limitations) if
there is more than one payee.

Other annuities which provide payments for a stated amount or a stated
number of years are also available. The amount of each payment under an
annuity must be at least $50.

8.2 Annuity Purchases

All or part of any amount payable under Section 9 may be used by the
Contractholder to buy immediate annuities under this Contract for persons
entitled to Plan benefits.

Persons entitled to Plan benefits may begin receiving annuity payments on
any date designated by the Contractholder which occurs after the Issue
Date, provided the Contractholder gives MetLife at least 30 days advance
notice. However, annuity payments must commence no later than the April 1st
of the calendar year after the year in which the Participant attains age
70-1/2, or at a later date if permitted by law. MetLife will send the
Contractholder information and the necessary forms to sign, upon receipt of
the Contractholder's request at MetLife's designated office (see Section
10.5). Once annuity payments start, neither the Contractholder nor the
payee will be able to change the choice of annuity payment.

The Contractholder will report the following information to MetLife for
each person on whose account an annuity is to be bought under this
Contract:

(1) The date annuity payments are to start. This will be the "Annuity
Commencement Date." It may not be more than 60 days after MetLife
receives the Contractholder's report. If MetLife receives the report
less than 30 days before the date reported as the Annuity Commencement
Date, MetLife may make the Annuity Commencement Date the first day of
the month after the date reported by the Contractholder.

(2) The amount to be used to buy the annuity.

(3) The form of annuity to be bought.

(4) The name, date of birth, and any other relevant data for each
annuitant.

The distribution of a Participant's Account Balance will comply with any
applicable

19
<PAGE>

federal rules and regulations, including the Retirement Equity Act of 1984.
Notwithstanding any provisions in this Contract to the contrary, the
requirements of Code Section 401(a)(9) and the Regulations thereunder,
including the incidental death benefit requirements of Regulation Section
1.401(a)(9)-2, apply.

8.3 Cost of Annuities

The costs of annuities under this Contract are set forth in the schedule
below. MetLife may change them on or after the first anniversary of the
Issue Date by giving the Contractholder at least 90 days notice. No such
change will be made within one year of any previous change nor will such
change adversely affect any Participant for whom a Participant's Account
Balance was maintained immediately prior to the date of the change.

[ The cost of each annuity is $300, plus any applicable tax, plus the amount
from the appropriate schedule below for each $1 of monthly annuity payment.

(1) Life Annuity ---- Payable on the first day of each month from the date
------------
of purchase to the first day of the month in which the annuitant dies.

Annuitant's Amount per $1 Monthly
Exact Age Annuity Payment
--------- ---------------------
55 $212.44
60 188.22
65 162.33
Edition B (Unisex)

(2) 100% Joint and Survivor Annuity ---- Payable on the first day of each
-------------------------------
month from the date of purchase to the first day of the month in which
the second of the annuitants dies.

Annuitants' Exact Ages
----------------------
Primary Survivor Amount per $1 Monthly
Annuitant Annuitant Annuity Payment
--------- --------- ---------------------
55 60 $239.73
60 65 216.25
65 65 201.68
Edition B (Unisex)

(3) Life Annuity With 10 Years Certain Payments ---- Payable on the first
-------------------------------------------
day of each month from the date of purchase to the first day of the
month in which the annuitant dies, with 120 payments guaranteed.

Annuitant's Amount per $1 Monthly
Exact Age Annuity Payment
--------- ---------------------
55 $215.93
60 193.75
65 171.32
Edition B (Unisex) ]

20
<PAGE>

On request MetLife will furnish the costs for ages and forms of annuity not
shown.

8.4 Guarantee

If at any time an immediate annuity is bought MetLife makes it available at
a lower cost under contracts in the class to which this Contract belongs,
then such lower cost will be applicable. All immediate annuities are
guaranteed by MetLife.

8.5 Certificates

As of the issue date, MetLife will deliver to you a certificate for
issuance to each plan participant, which outlines the benefits provided
under this Contract.

As of the Annuity Commencement Date, MetLife will deliver to you a
certificate issued to the annuitant, which outlines the benefits payable
under the annuity.

Any certificate or certificate rider issued under this Contract that is
certified in MetLife's name will be considered certified by MetLife as
fully as if the signature of one of its officers appeared.

8.6 Misstatements

If MetLife determines that any relevant fact relating to any annuity is
misstated, MetLife will not pay more than it would have paid based on the
correct information and the cost of the annuity. Any overpayment will,
together with interest, be deducted from future payments. Any underpayment
will, together with interest, be paid immediately upon receipt of the
corrected information. The interest rate will be that used to determine the
cost of the annuity.

21
<PAGE>

SECTION 9. AMENDMENT OR DISCONTINUANCE OF CONTRACT

9.1 Amendment

If required to comply with Section 401(a) of the Code, at the request of
the Contractholder, this Contract will be amended, subject to all required
regulatory approvals, to provide rights to Participants (subject to the
Plan provisions) and to add other provisions required by law for contracts
providing such rights. In addition, the Contractholder and MetLife may
agree to such an amendment for any other reason.

9.2 Discontinuance

Either the Contractholder or MetLife may discontinue this Contract for any
reason as of any Business Day by giving the other party at least 30 days
notice. In addition, if the Plan terminates or ceases to be a 401(a) Plan,
MetLife may discontinue this Contract immediately by giving the
Contractholder such advance notice as is reasonable under the
circumstances.

Upon discontinuance, and subject to any approvals or limitations required
by a regulatory agency or deemed necessary by MetLife and the
Contractholder, MetLife will first withdraw any charges due under Section
6.3 and then make payments under one of the following options. MetLife may
conclusively presume that any transfer or payment requested by the
Contractholder will be made to, or as permitted by, a 401(a) funding
vehicle permitted under the Plan.

(1) Assumption Transfer Payment: By transferring within 31 days after the
---------------------------
Discontinuance Date all the assets in this contract to an insurance
company ("Assuming Insurer") which has agreed to assume all of
MetLife's rights and obligations under this Contract. However, such
transfer will only be made if all of the following conditions are met:

(a) the Contractholder agrees that such assumption completely
discharges any rights of the Contractholder against MetLife with
respect to MetLife's guarantees under this Contract;

(b) the Assuming Insurer is licensed to engage in the annuity
business in New York State and is, in MetLife's reasonable
opinion, capable of fulfilling all of its obligations under this
Contract;

(d) the assumption and all documents associated with it receive all
regulatory approvals deemed necessary by MetLife.

(2) GAC Transfer Payment: By transferring the Account Balance within 31
--------------------
days

22
<PAGE>

after the Discontinuance Date to a MetLife group annuity contract
without a separate account and without a withdrawal charge so long as
any event described in Sections 2.1(4) or 2.2 does not occur or has
not occurred. That contract will guarantee principal and interest,
provide rights to Participants and contain all other provisions
required by law for contracts providing such rights. Such contract
will be issued by MetLife to the Contractholder.

(3) Five Installment Payments: By paying the Account Balance (on a pro
-------------------------
rata basis among Participant Account Balances) to another funding
vehicle under the Plan (including any MetLife investment alternative
under the Plan) as designated by the Contractholder in accordance with
the following schedule, provided that any such transfer will be to the
default investment alternative under the Plan (i.e., the Investment
Funds in which funds are allocated if a Participant does not elect an
Investment Fund), except for any Participant Account Balance as to
which the Participant elects another allocation. The first such
installment will be payable within 31 days after the Discontinuance
Date and the following four installments will be paid on the
respective anniversaries of such first payment date.

Date of
Payment Amount of Payment
------- -----------------

First payment One-fifth of the amount, including accrued
date interest, then remaining in the Account
Balance Account.

Second payment One-fourth of the amount, including accrued
date interest, then remaining in the Account
Balance Account.

Third payment One-third of the amount, including accrued
date interest, then remaining in the Account
Balance Account.

Fourth payment One-half of the amount, including accrued
date interest, then remaining in the Account
Balance Account.

Fifth payment The amount, including accrued interest, then
date remaining in the Account Balance.

While installment payments are being made under this option (3),
MetLife will continue to credit interest on the unpaid portion of the
Account Balance in accordance with Section 4.

(4) Mutually Agreed Upon Payment: Any other payment method mutually
----------------------------

23
<PAGE>

agreeable to both the Contractholder and MetLife, subject to any
required regulatory approvals.

If within 30 Business Days after the Discontinuance Date the Contractholder
has not selected a method of payment under options (1) or (2) above and the
Contractholder and MetLife have not agreed upon a mutually agreeable
payment under option (4), MetLife will make payment under option (3).

MetLife's liability for guarantees under this Contract will cease upon
making the final payment in accordance with whichever option of this
Section 9.2 is applicable.

24
<PAGE>

SECTION 10. GENERAL PROVISIONS

10.1 Entire Contract

This Contract and any endorsements, amendments and riders attached to it
make up the entire contract between the parties. Statements made by you, if
any, will be deemed representations and not warranties. No sales
representative or other person, except an authorized officer of MetLife,
may make or change any contract or make any binding promises about any
contract. Any amendment, modification or waiver of any provision of this
Contract will be in writing and may be made effective on behalf of MetLife,
only by an authorized officer of MetLife, and on behalf of the
Contractholder, only by an authorized officer of the Contractholder.

10.2 Participation in Dividends

This contract is nonparticipating and does not share in any distribution of
MetLife's surplus. All of our additions to your account balance will made
as earnings.

10.3 Claims of Creditors; Assignment

No amounts payable under this Contract may be assigned or encumbered and,
to the extent permitted by law, no amount payable under this Contract will
be subject to legal process or attachment for payment of any claim against
any payee. This Contract may not be assigned to any person; however, if the
Plan is consolidated or merged with another plan or if the assets and
liabilities of the Plan are transferred to another plan, this Contract may
be assigned to the plan sponsor of such other plan. Any successor to
MetLife, whether by merger, acquisition or otherwise, will automatically
succeed to MetLife's rights and obligations under this Contract.

10.4 Liability for Payments

MetLife has no obligation to inquire as to the authority of any payee to
receive any payments made under this Contract or to inquire into or see to
the payee's application of any amounts so paid.

10.5 Communications; Payments

All communications between the Contractholder and MetLife provided for in
this Contract will be in writing. For this purpose and for the purpose of
making payments MetLife's address is currently [1125 17th Street, Denver,
Colorado 80201-1019], or such other address which it communicates to the
Contractholder. The Contractholder will communicate its address to MetLife.
Any communication or payment may be made for the Contractholder by a party
or parties the Contractholder names to act on its behalf.

MetLife will report to the Contractholder at least semi-annually the
Account Balance

25
<PAGE>

under this contract.

10.6 Information to be Furnished

The Contractholder will furnish all information and documents that MetLife
may reasonably require to determine its rights and duties under this
Contract and to otherwise administer this Contract in accordance with its
terms.

10.7 Applicable Law; Right to Amend

This Contract is subject to the requirements and restrictions under the
Code and ERISA applicable to 401(a) annuity contracts and, to the extent
not preempted by ERISA, will be governed by and construed in accordance
with the laws of the State of New York. In addition, in order to preserve
the status of this Contract as a 401(a) annuity contract, MetLife has the
right to amend this Contract at any time to make it comply with Federal tax
rules, including retroactive amendments.

<PAGE>

EXHIBIT (4)(a)(vii)

[LOGO] METLIFE(R)

METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
One Madison Avenue--New York, New York 10010-3690

This Certificate is being provided to you in accordance with the requirements of
the New York State Insurance Department. It summarizes the terms of the Group
Annuity Contract ("Contract") which was issued by Metropolitan Life Insurance
Company ("MetLife") to the fiduciary of the Plan. A copy of the Contract is
available upon request.

(1) The Contract is a funding vehicle for the Plan. The Plan fiduciary is the
owner of the Contract. All Plan fiduciary actions under the Contract must
be in accordance with the Plan's provisions.

(2) There is a fixed interest account under the Contract. The fixed interest
account provides a guarantee of an interest rate on contributions. Rates
are set by MetLife from time to time and will never be less than 3%.

(3) There is also a separate account under the Contract. The separate account
is divided into several divisions. The value of the separate account is
variable and is not guaranteed by MetLife.

(4) MetLife maintains individual Plan participant account balances under the
Contract. However, the Plan fiduciary still retains fiduciary
responsibility with regard to transfers or withdrawals. The Plan
participant's consent is not required under the Contract.

It is the responsibility of the Plan fiduciary to determine that any
transfer or withdrawal is prudent in light of the circumstances and any
possible charges. The Plan fiduciary will act in the best interests of
Plan participants.

(5) MetLife will send accounting statements for each Plan participant to the
Plan fiduciary at least twice each year. Plan participants will receive
information about individual account balances from the employer.

(6) An annual administrative fee may be deducted from each Plan participant's
fixed account balance. This fee will never exceed $20.

(7) MetLife may also deduct a yearly recordkeeping fee from each Plan
participant's fixed interest account balance if that is what is negotiated
by the Plan fiduciary. The fee will never exceed $25. MetLife may send
such fee to a third party administrator specified by the Plan fiduciary.

Form G.4266-4
<PAGE>

- 2 -

(8) There will never be a withdrawal charge if this Contract is the exclusive
funding vehicle under the Plan. However, a charge of up to 7% may be
deducted from each withdrawal if additional Plan funding options are added
under the Plan which did not exist when the Contract was issued and the
Plan participant has been a participant under the Contract for fewer than
ten years.

Even if MetLife imposes a withdrawal charge under the Contract, there are
various exemptions. For example, no withdrawal charge applies to the
purchase of income payment benefits or a full withdrawal made annually over
four years (the systematic termination option).

(9) The Contract provides a death benefit. The death benefit before any income
payments begin will be the greatest of (i) the Plan participant's entire
account balance, (ii) the total contributions made, less any withdrawals,
for that participant; and (iii) the highest account balance, less any
withdrawals and fees, as of the end of the calendar year in which any prior
quinquennial anniversary of the first contribution on behalf of that
participant occurred.

(10) The Plan fiduciary may purchase income payment benefits under the Contract
on behalf of Plan participants. MetLife will issue an individual
certificate outlining the benefits payable to such Plan participants.

(11) MetLife guarantees any income payment benefits purchased for Plan
participants and further guarantees to make such benefits available at the
lowest current cost under contracts in the class to which the Contract
belongs. If the age of the Plan participant or any other relevant fact is
misstated, MetLife has the right to adjust the amount of any income payment
benefits.

(12) The Contract may be discontinued by MetLife if the Plan's provisions,
administration or sponsorship changes, or if the Plan is no longer
qualified under IRC Section 401. In addition, the Plan fiduciary may
discontinue the Contract. A withdrawal charge may apply when the funds
under the Contract are turned over to the Plan fiduciary at discontinuance.

<PAGE>

EXHIBIT 4(b)(i)(c)

[LOGO] METLIFE(R)
METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
One Madison Avenue--New York, New York 10010-3690

===================================================================
Contractholder Group Annuity Contract No.
New Jersey Alternate Benefit Program 18955
- -------------------------------------------------------------------
Issue Date July 15, 1995 Loan Application Fee: $25
- -------------------------------------------------------------------
Date First Contract Year Ends: March 31, 1996
===================================================================

ALL VALUES PROVIDED BY THIS CONTRACT WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT. AVAILABLE SEPARATE ACCOUNT INVESTMENT DIVISIONS AS OF THE CONTRACT DATE
ARE: THE METROPOLITAN STOCK INDEX DIVISION; THE FIDELITY GROWTH, MONEY MARKET,
OVERSEAS, EQUITY-INCOME, INVESTMENT GRADE BOND, AND ASSET MANAGER DIVISIONS; AND
THE CALVERT RESPONSIBLY INVESTED BALANCED DIVISION. A DESCRIPTION OF EACH OF
THESE DIVISIONS IS INCLUDED IN THE PROSPECTUS.

In Consideration of the Contractholder's payments under this Contract,
Metropolitan Life Insurance Company
("MetLife")
agrees to make payments, and to pay annuities bought, under this Contract in
accordance with and subject to its terms.

Therefore, the Contractholder and MetLife execute this Contract in duplicate to
take effect as of the Issue Date.

New Jersey Alternate Benefit Program Metropolitan Life Insurance Company
- -------------------------------------
/s/ Joseph A. Reali
_______________________________
Signature Joseph A. Reali, Vice President and
Secretary

/s/ Ted Athanassiades
_______________________________
Title Ted Athanassiades, President and
Chief Operating Officer

_______________________________ ______________________________________
Witness Registrar

_______________________________ ______________________________________
Date Date

_______________________________ ______________________________________
City and State City and State

Internal Revenue Code Section 403(b) Flexible Purchase Payment Deferred
Annuity Contract
Non-Dividend Paying

Cover Page

Form G.3085
<PAGE>

Contents
=================================================================

Section Topic Page
- ------- ----- ----

1 DEFINITIONS 3

2 RELATIONSHIP BETWEEN 403(B) PROGRAM AND CONTRACT 5
2.1 General Understanding 5
2.2 Changes in 403(b) Program Provisions; Competing
2.3 Program 5
Contract Value Account 5
3
3.1 PARTICIPANT ACCOUNTS; PURCHASE PAYMENTS 6
3.2 Participant Account 6
Purchase Payments 6
4
4.1 FIXED INTEREST ACCOUNT 7
4.2 Crediting of Interest 7
Administrative Fee 7

5 SEPARATE ACCOUNT 8
5.1 Separate Account E 8
5.2 Accumulation Units 8
5.3 Valuation 8
5.4 Administrative Fee 9
5.5 Changes to the Separate Account 9

6 TRANSFERS 10
6.1 Transfers Generally 10

7 WITHDRAWALS 11
7.1 Withdrawal Request 11
7.2 Partial Withdrawals 11
7.3 Withdrawals to Make Direct Transfers 11
7.4 Withdrawals When There Is An Outstanding Loan 11
7.5 Withdrawal Charges 11
7.6 Exemptions From Withdrawal Charges 12
7.7 Free-Corridor 13
7.8 Example of Withdrawals 14
7.9 Right to Delay 14

=================================================================

1
<PAGE>

Contents (continued)
=====================================================================

Section Topic Page
- ------- ----- ----

8 LOANS 15
8.1 Term of the Loan 15
8.2 Non-ERISA Loans 15
8.3 Interest Credited 16
8.4 Repayments 16
8.5 Multiple Loans 16
8.6 Right to Delay the Granting of a Loan 16

9 FEDERAL INCOME TAXES 17
9.1 Federal Income Taxes As They Relate 403(b) Annuities 17

10 DEATH BENEFIT 19
10.1 The Amount of the Death Benefit 19
10.2 Death Benefit Payable Before Income Payments Begin 19
10.3 Limits on When the Distribution of the Death Benefit
Must Occur 19
10.4 Beneficiary Designation 20

11 INCOME PROGRAMS 21
11.1 Income Annuities Available 21
11.2 Income Annuity Purchases 21
11.3 Death Benefit Payable After Income Payments Begin 22
11.4 Cost of Income Annuities 22
11.5 Guarantee 23
11.6 Income Annuity Certificates 23
11.7 Misstatements 23

12 GENERAL PROVISIONS 24
12.1 Entire Contract 24
12.2 Claims of Creditors; Assignment 24
12.3 Certificates 24
12.4 Liability for Payments 24
12.5 Communications; Payments 24
12.6 Information to be Furnished 24
12.7 Applicable Law; Changes; Right to Amend 25
12.8 Non-Participating 25
12.9 Statements 25

=====================================================================

2
<PAGE>

SECTION 1--DEFINITIONS

1.1 "Certificate" is the form we give to each Participant that describes his or
her rights in this group contract.

1.2 "Certificate Year" is generally the 12 month period beginning on the issue
date of the Certificate and every month period thereafter. The first
Certificate Year could be more or less than 12 months.

1.3 "Contract Year" for the first year is measured from the issue date and will
continue until the date specified on the cover page. Each new contract
year begins on the next day and continues for 12 months. For example,
since the issue date is July 15, 1995, and the first contract year ends
March 31, 1996, the second contract year begins April 1, 1996. The
contract anniversary will be July 15.

1.4 "Code" means the United States Internal Revenue Code of 1986, as may be
amended from time to time.

1.5 "Contract Value" means the amount determined under Section 2.3.

1.6 "Contract Value Account" means the account established under Section 2.3.

1.7 "Designated Office" is the administrative office servicing your contract.
Currently it is MetLife's office at 1125 17th Street, Denver, Colorado
80202. We will notify you of any change.

1.8 "ERISA" means the Employee Retirement Income Security Act as it may be
amended from time to time.

1.9 "Funding Options" refer to the Metropolitan Series Fund, Inc., the Calvert
Responsibly Invested Balanced Portfolio, and Fidelity's Variable Insurance
Products Fund and Variable Insurance Products Fund II. All are either
mutual funds or series of mutual funds used only for insurance and annuity
contracts such as this one. The Metropolitan Series Fund and Fidelity's
Variable Insurance Products Fund and Variable Insurance Products Fund II
are divided into portfolios each of which has its own investment
objectives.

1.10 "Investment Divisions" are part of the Separate Account. Each division
invests in a corresponding portfolio or series of the Funding Options,
rather than investing directly in stocks, bonds or other investments.
Thus, the investment experience of each division will generally be the same
as that of the corresponding portfolio or series, reduced by charges under
this Contract for services and benefits we provide. The cover page shows
the available divisions. We will tell you about any changes.

1.11 "Loan Collateral" refers to amounts in the Fixed Interest Account pledged
as security for repayment of any loans. It is equal to 125% of the
outstanding loan balance.

3
<PAGE>

1.12 "Participant" means an employee of the New Jersey Institutions of Higher
Education who is participating in the 403(b) Program in accordance with its
provisions and for whom an account balance is maintained under this
Contract. Termination of employment does not end one's status as a
Participant.

1.13 "Participant's Account Balance" means the value of purchase payments made
on behalf of a Participant under this Contract, less any prior withdrawals
or any outstanding loan balance.

1.14 "403(b) Program" means the State of New Jersey's Alternate Benefit Program
which meets the requirements under Section 403(b) of the Code.

1.15 "Purchase Payment" refers to money received under this Contract.

1.16 "Purchase Payment Year" for any purchase payment, for the first year, is
measured from the date we receive it in our designated office and continues
until the last day of the month in which the anniversary of such receipt
occurs. Each new purchase payment year begins on the first day of the next
month (this works much like Contract Years, except that purchase payment
years are determined separately for each purchase payment).

1.17 "Verified Amounts" are withdrawals which have been approved for release by
the Plan Administrator in accordance with the terms of the New Jersey
Alternate Benefit Program.

1.18 "We", "Us", "Our" and "MetLife" refer to Metropolitan Life Insurance
Company.

1.19 "You" and "Your" mean the Contractholder specified on the cover page.

4
<PAGE>

SECTION 2--RELATIONSHIP BETWEEN 403(B) PROGRAM AND CONTRACT

2.1 General Understanding

The 403(b) Program permits purchase payments to be paid under a contract of
this type. The 403(b) Program is mentioned for reference purposes only.
MetLife is not a party to the 403(b) Program. The Contractholder
represents that purchase payments under the 403(b) Program qualify for
preferential tax treatment under Section 403(b) of the Code as of the Issue
Date and further represents that all rights exercised by it under this
Contract will be exercised in accordance with the Program and in accordance
with the requirements of Section 403(b) of the Code. MetLife assumes no
responsibility for the accuracy of these representations.

2.2 Changes in 403(b) Program's Provisions; Competing Program

The Contractholder will furnish MetLife with advance copies of all
communications to Participants concerning the 403(b) Program, which might
have a material effect on this Contract's financial experience. Such
communications include, but are not limited to, an announcement of the
addition or elimination of an investment option, or a written explanation
of 403(b) Program provisions. Such communications will be sent to MetLife
for review, but will not be subject to MetLife's approval.

2.3 Contract Value Account

MetLife will maintain, or cause to be maintained, individual Participant
account balances of purchase payments under this Contract. The amount held
in a subaccount for any Participant is his or her Participant account
balance.

The sum of the Participant account balances will equal the Contract Value
Account. The Contract Value Account is established solely for the purpose
of determining the Contract Value of this Contract.

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<PAGE>

SECTION 3--PARTICIPANT ACCOUNTS; PURCHASE PAYMENTS

3.1 Participant Accounts

We will establish an annuity account for each Participant you identify and
for whom you send purchase payments. We will issue a Certificate to each
Participant for whom we maintain an account balance. The Certificate will
describe the Participant's benefits and rights under this Contract. A
Participant has a nonforfeitable interest in his or her Participant Account
Balance.

3.2 Purchase Payments

Annuity purchase payments may be made on behalf of a Participant at any
time while the Participant is alive and before the date income payments
begin. All purchase payments should be sent to our designated office
unless you and we agree otherwise.

Each Participant may choose how purchase payments are allocated among the
Fixed Interest Account and the investment divisions of the Separate
Account. An allocation for new purchase payments may be changed by
informing us in writing. The change will be made upon receipt of this
request, unless a later date is specified, which may be up to 30 days after
we receive the request. Allocations must be in whole number percentages
(e.g., 33 1/3% cannot be chosen).

Sections 403(b) and 415 of the Code limit the annual and aggregate amounts
that may be contributed on behalf of each Participant in 403(b) contracts.
The purchase payments permitted under this Contract may not exceed these
limitations or the limitations in Sections 402(g) and 457(c) of the Code
which apply to elective deferrals.

We will not accept any purchase payments (except for direct transfers or
direct rollovers) on behalf of any Participant who is withdrawing money
under a systematic termination under Section 7.6(g), or who has made a
withdrawal based on termination of employment under Section 7.6(b).

We will accept the following types of tax-deferred purchase payments:
salary reduction elective deferrals; required salary reduction non-elective
deferrals; employer purchase payments; and tax-free direct transfers and
direct rollovers (purchase payments resulting from the tax-free transfer or
direct rollovers from other 403(b) annuity contracts or custodial
accounts). We will accept employee after-tax purchase payments and any
other after-tax purchase payments permitted under Section 403(b) of the
Code.

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<PAGE>

SECTION 4--FIXED INTEREST ACCOUNT

4.1 Crediting of Interest

Interest on amounts allocated to the Fixed Interest Account will be
credited from the date they are received at our designated office or
transferred from the Separate Account. Interest will be credited on amounts
in the Fixed Interest Account until the earliest of: (a) withdrawal because
of the death of a Participant (or the Participant's spouse if he or she has
continued the Certificate), (b) the dates the amounts are withdrawn or
transferred to the Separate Account, or (c) the date the Participant starts
to receive income payments. The interest rates we declare are "annual
effective yields."

For all amounts added to the Fixed Interest Account, interest rates will be
set by us from time to time. The declared rate in effect when an amount is
added to the Fixed Interest Account will be credited on that amount from
the date it is added until the last day of the Certificate year in which it
is added.

Thereafter, we will set interest rates for these amounts (and earnings on
them) on or before the first day of each Certificate year to be credited
through the last day of such year.

We may credit a different interest rate on direct transfers and direct
rollovers under Section 3.2 than we do on other purchase payments and on
transfers from the Separate Account. The rates for new purchase payments
and transfers from the Separate Account may be different than the rates
credited on amounts already in the Fixed Interest Account. The rates may
also vary depending on the amount of the Participant's account balance.
None of our Fixed Interest Account rates will ever be less than 3%.

4.2 Administrative Fee

No administrative fee applies to the Fixed Interest Account.

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<PAGE>

SECTION 5--SEPARATE ACCOUNT

5.1 Separate Account E

Metropolitan Life's Separate Account E, an investment account we maintain
separate from our other assets is used under this Contract for amounts
allocated or transferred to available investment divisions. We own the
assets in the Separate Account. However, as noted in Section 3.1, a
Participant has a nonforfeitable interest in his or her account balance,
including his or her Separate Account balance, if any. The Separate
Account will not be charged with liabilities that arise from any other
business that we conduct. We will also add amounts to the Separate Account
from other contracts of ours.

The Separate Account is divided into investment divisions, each of which
buys shares in a corresponding portfolio or series of the Funding Options.
Thus, the Separate Account does not invest directly in stocks, bonds, etc.,
but leaves such investments to the Funding Options to make. The Funding
Options may also be bought by other separate accounts of ours, our
affiliates and other insurance companies.

The Separate Account has the following eight investment divisions
available: MetLife's Stock Index Division; six investment divisions
managed by Fidelity Management and Research Company ("Fidelity") -- the
Equity-Income, Growth, Investment Grade Bond, Money Market, Overseas and
Asset Manager Divisions; and one investment division managed by Calvert
Asset Management Company --the Calvert Responsibly Invested Balanced
Division. You may limit the number of investment divisions that will be
made available to Participants under this 403(b) Program, and specify the
investment divisions that will be made available. You will have the right
to change some or all of the investment divisions that will be available
under this 403(b) Program at any time.

5.2 Accumulation Units

We keep track of each investment division of the Separate Account
separately by using accumulation units. Initially, we set the value of
each accumulation unit. At the end of each valuation period, we then
revise it by taking the net asset value of a share in the applicable
Funding Options portfolio or series at the end of the valuation period, add
any Funding Options dividend or capital gain distribution during the
valuation period, subtract any per share charge for taxes and reserves for
taxes, and divide this total by the net asset value of a share of the same
portfolio or series at the start of the valuation period. Then we subtract
a charge not to exceed .000025905 per day (an effective annual rate of
.95%) for administrative expenses and mortality and expense risks we assume
under each Certificate. This calculation results in a factor that we
multiply the previous accumulation unit value by in order to determine the
new accumulation unit value.

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<PAGE>

5.3 Valuation

A valuation period is the period between one calculation of an accumulation
unit value and the next calculation. Normally, we calculate accumulation
units once each day the New York Stock Exchange is open for trading, but we
can delay this determination if an emergency exists, making valuation of
assets in the Separate Account not reasonably practicable, or if the
Securities and Exchange Commission permits such deferral. We may change
when we calculate the accumulation unit value to the extent permitted by
law.

Amounts added to the Separate Account will be credited as of the end of the
valuation period during which we receive them at our designated office or
they are transferred from the Fixed Interest Account. Additions to or
withdrawals from an investment division may only be made as of the end of a
valuation period.

5.4 Administrative Fee

No administrative fee applies to the Separate Account.

5.5 Changes to the Separate Account

We may make certain changes to the Separate Account if we think they would
best serve the interests of Participants in or owners of similar contracts
or would be appropriate in carrying out the purposes of such contracts.
Any changes will be made only to the extent and in the manner permitted by
applicable laws. We will notify the Participant in advance of any change
we intend to make and where necessary obtain the Participant's approval.

If any changes result in material change in the underlying investments of
an investment division to which an amount is allocated, a new choice of
investment divisions may be made.

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<PAGE>

SECTION 6--TRANSFERS

6.1 Transfers Generally

Transfers may be made between investment divisions of the Separate Account,
from an investment division to the Fixed Interest Account, or from the
Fixed Interest Account to an investment division. However, only one
transfer per Certificate Year can be made from the Fixed Interest Account
to the Separate Account and only up to the greater of the amount of Loan
Collateral released as a loan is repaid from the Fixed Interest Account
during the Certificate Year or 20% of the Participant's Fixed Interest
Account Balance (less any outstanding loan balance) may be transferred. If
a Participant has a loan outstanding, transfers that would reduce the
Participant's verified amounts in the Fixed Interest Account below 125% of
the outstanding loan balance may not be made. Participants may make
transfers by making a written request at our designated office or by
telephone.

If a transfer is made from the Fixed Interest Account, we will determine
which purchase payments and interest to take it from as if it was a
withdrawal as described in Section 7 except that we will treat all amounts
as verified amounts. If a transfer is made from the Fixed Interest Account
to the Separate Account and then a transfer is made from the Separate
Account to the Fixed Interest Account (or from the Separate Account to the
Fixed Interest Account and then from the Fixed Interest Account to the
Separate Account) within 12 months, it will be treated as a return of the
same money (whether or not it really is). Thus, after the transfer into
the Fixed Interest Account, it will earn the same interest rate that it
would have been earning had neither transfer ever taken place. Any amounts
in excess of the original transfer and any amounts transferred back to the
Fixed Interest Account more than 12 months after the first transfer will be
treated as a new purchase payment to the Fixed Interest Account and will
earn the current interest rate for new purchase payments.

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<PAGE>

SECTION 7--WITHDRAWALS

7.1 Withdrawal Request

Withdrawals may be made to the extent permitted by Federal income tax rules
as discussed in Section 9 of this Contract to effect distributions from the
403(b) Program by contacting our designated office. Any withdrawal request
must be in writing, signed by the Participant, approved by you and must
clearly state the account (and investment division, if any) from which the
withdrawal is to be made. The minimum withdrawal is $500 per Participant
or the Participant's verified amounts in the account or division balance,
if less.

If you direct us to do so, we will require a statement from you verifying
the amounts that the Participant may withdraw. If you tell us to remove
other amounts from the Participant's account balance and tell us such
amounts are verified amounts, we will do so.

7.2 Partial Withdrawals

For partial withdrawals from the Fixed Interest Account, we first withdraw
any amounts from those verified amounts that are purchase payments in the
Fixed Interest Account that can be withdrawn with no withdrawal charge,
then withdraw amounts from those verified amounts that are purchase
payments subject to a withdrawal charge (ignoring the 20% exemption
provided below), and then withdraw other amounts from any verified amounts
that are interest on such purchase payments, in each case on a "first-in,
first-out" (FIFO) basis.

7.3 Withdrawals to Make Direct Transfers

Withdrawals to make direct transfers to 403(b) contracts or accounts may be
made only as permitted by Federal income tax rules. Amounts subject to the
withdrawal restrictions described in Section 9.1 may only be transferred to
contracts or accounts with the same or stricter restrictions.

7.4 Withdrawals When There Is An Outstanding Loan

While a loan is outstanding, any withdrawals or transfers that would reduce
the verified amounts in a Participant's Fixed Interest Account Balance
below 125% of any outstanding loan balance may not be made. Any
outstanding loan balance will be deducted from the Participant's Fixed
Interest Account Balance, to the extent permitted by the withdrawal
restrictions described in Section 9.1, before payment of a full withdrawal,
income payments, or a death benefit. If the withdrawal restrictions
prevent this, no full withdrawal may be made.

7.5 Withdrawal Charges

Withdrawal charges are imposed on each purchase payment in the Fixed
Interest Account for the first five purchase payment years as shown in the
following table.

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------------------------------------
During Purchase Payment Year

1 2 3 4 5 6 &
Beyond
7% 6% 5% 4% 3% 0%
------------------------------------

Withdrawals made from verified amounts in the Fixed Interest Account will
be treated first as coming from purchase payments that can be withdrawn
without a withdrawal charge, then from other purchase payments, and then
from interest --in each case on a first-in, first-out basis. Once the
amount of the withdrawal charge has been determined, it will be withdrawn
from verified amounts in the Fixed Interest Account. In determining the
withdrawal charge, interest is not included, although the actual withdrawal
to pay it may come from interest. A purchase payment in the Fixed Interest
Account includes any transfers from the Separate Account. These are
treated as being received as of the date of the transfer. There is no
withdrawal charge for withdrawals from any investment division.

For partial withdrawals from the Fixed Interest Account, we pay the
Participant what was asked for if that amount is eligible for withdrawal
and reduce the Participant's Fixed Interest Account Balance by a larger
amount, as follows: the amount to which no withdrawal charge applies, plus
the amount to which a withdrawal charge applies divided by 100% minus the
percentages shown above (so that if the percentage shown is 7% we divide by
93%). If the verified amounts in the Participant's Fixed Interest Account
Balance in any investment division or account are not sufficient to allow
us to make a partial withdrawal and deduct the withdrawal charge, we will
treat the withdrawal request as a request for a full withdrawal.

For full withdrawals, we multiply each amount to which the withdrawal
charge applies by the percentages shown above, keep the resulting amount as
a withdrawal charge and pay the Participant the rest.

7.6 Exemptions From Withdrawal Charges

No withdrawal charge will apply:

(a) To any withdrawal from the Fixed Interest Account made while the
Participant is disabled (as defined under Section 72(m)(7) of the
Code).

(b) To any withdrawal from the Fixed Interest Account:

(1) by a Participant who has separated from service from the employer
sponsoring the 403(b) Program; or

(2) because of the Participant's retirement pursuant to the 403(b)
Program's written provisions, or, after the tenth Certificate
Year (as verified in writing in a form acceptable to us).

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<PAGE>

(c) To minimum withdrawals that are required to avoid Federal income tax
penalties as they apply or relate to this Contract.

(d) To any withdrawal made under Section 10.2 after the Participant's
death.

(e) To any withdrawal made to provide income payments for life, or for a
period of five years or more if the payments cannot be accelerated.

(f) If the 403(b) Program is terminated and the Participant's verified
amounts in the Fixed Interest Account are transferred to another one
of our annuities.

(g) To direct transfers to any funding vehicles pre-approved by us.

A full withdrawal from the verified amounts in the Fixed Interest Account
may be made without a withdrawal charge if you tell us of your intention to
make a full withdrawal and verified amounts in the Participant's Fixed
Interest Account Balance are paid annually over four years ("Systematic
Termination") as follows:

(a) 20% of the verified amounts in the Participant's Fixed Interest Account
Balance upon receipt of the request (reduced by any partial withdrawal from
the Participant's Fixed Interest Account Balance made in the same
Certificate year);

(b) 25% of the verified amounts in the Participant's then current Fixed
Interest Account Balance one year later;

(d) 50% of the verified amounts in the Participant's then current Fixed
Interest Account Balance three years later; and

(e) the remainder of the verified amounts in the Participant's Fixed
Interest Account Balance four years later.

You may cancel the remaining withdrawal at any time, but if you do so, any
new systematic termination would be paid over a new four year period. Full
withdrawals from the Fixed Interest Account over fewer than four years or
for amounts in excess of the percentages shown above will be subject to the
withdrawal charges described above.

Proof of these circumstances satisfactory to us must be given if we ask for
it.

7.7 Free Corridor

In addition to the exemptions described in Section 7.6, withdrawals in any
Certificate Year will be exempt from the withdrawal charge to the extent
of: (i) purchase payments to which withdrawal charges no longer apply, and
(ii) any extra amounts needed to make the exemption equal 20% of the
verified amounts in the Participant's Fixed Interest Account Balance less
any outstanding loan

13
<PAGE>

balance (including any interest incurred thereon), in any Certificate year.
For example, assume the Participant's Fixed Interest Account Balance is
$20,000 and no prior withdrawals during the Certificate Year have been made
and that there is no outstanding loan balance. The Participant now asks
for a withdrawal of $2,000 (i.e.,10%) from the Fixed Interest Account .
This entire $2,000 may be withdrawn without a withdrawal charge. If the
Participant then asks for another withdrawal in the same Certificate Year
and at that time the Participant's Account Balance is $19,000, the maximum
additional amount that may be withdrawn without a withdrawal charge is
$1,900 (i.e., 10%) for a total of 20% of the Participant's Fixed Interest
Account Balance withdrawn during the Certificate Year. No further
withdrawals will be permitted without a withdrawal charge during the
Certificate Year. Any withdrawal of amounts in excess of the 20% per
Certificate Year is subject to the withdrawal charges described above.

7.8 Example of Withdrawals

Assume four deposits of $2,000 each allocated 50% to the Fixed Interest
Account, 50% to the Growth Division of the Separate Account and that the
20% free withdrawal had been taken previously. Further, assume withdrawal
charge percentages of 0%, 3%, 5% and 7% respectively; and a balance of
$5,380 in the Fixed Interest Account. Assume no transfer or exchange
deposits. The Participant now asks for $2,000 from the Fixed Interest
Account.

To determine the charge, we first take the $1,000 deposit in the Fixed
Interest Account that can be withdrawn with no charge. We then take $1,000
from the second Fixed Interest Account deposit (with a 3% withdrawal
charge) and divide this $1,000 by 97%. The result is $1,030.93. Since the
total of these two numbers is $2,030.93, and the Participant asked for
$2,000, the extra $30.93 is the withdrawal charge. We take both the $2,000
and the $30.93 from the Fixed Interest Account. The Participant's Fixed
Interest Account Balance is now $3,349.07.

If the Participant then takes a full withdrawal from the Fixed Interest
Account, we multiply the third $1,000 deposit in the Fixed Interest Account
by 5% ($50), and the fourth $1,000 deposit in the Fixed Interest Account by
7% ($70). No charge applies to the interest. Thus, we withdraw $120 as
the withdrawal charge, and pay the Participant the remaining $3,229.07.

7.9 Right to Delay

As required by law, we have the right to delay paying any cash withdrawals
from the Fixed Interest Account for up to six months. We do not intend to
do this except in an extreme emergency. We would, of course, credit
interest during any delay.

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<PAGE>

SECTION 8--LOANS

8.1 Term of the Loan

Loans may only be made subject to your approval to a Participant from the
Fixed Interest Account, and only before income payments begin. How much you
can borrow, how quickly the Participant must repay it and various other
restrictions are subject to the terms of this Contract, the 403(b) Program
and Federal Income Tax requirements. Loans will not be allowed for terms
of less than one year or more than five years (15 years for the purchase of
a principal residence).

8.2 Non-ERISA Loans

The maximum loan amount per Participant is the lesser of: (a) $50,000
(reduced by the highest outstanding loan balance of all loans from all
programs of the employer during the 1 year period ending on the day
before the date of the loan); or (b) (i) 50% of the Participant's Account
Balance, if the Account Balance is $20,000 or more; (ii) 80% of the
Participant's Account Balance, if the Participant's Account Balance is less
than $12,500; or, (iii) $10,000, if the Participant's Account Balance is
between $12,500 and $20,000.

Furthermore, the maximum amount a Participant may borrow from the Fixed
Interest Account will be affected by the amount of Loan Collateral the
Participant pledges as security for the loan.

We will charge the Participant interest on the amount the Participant
borrows at an adjustable loan interest rate based on Moody's Corporate Bond
Index Average ("Moody's"). The adjustable loan interest rate will be
declared each calendar quarter (January 1, April 1, etc.), based on
Moody's, determined as of two months prior to the effective date of the
declared loan interest rate. For example, the quarterly loan interest rate
declared for April 1, 1994 will be based on Moody's rate for January 1994,
determined as of February 1, 1994.

The Participant's existing loan interest rate will change whenever the
difference between the Participant's existing rate and the new loan
interest rate in effect on that anniversary is equal to or more than 1/2
percent. The adjusted loan interest rate applicable for the following year
will never exceed the higher of: (a) the Moody's rate as determined above,
and (b) the current annualized interest rate used to determine the cash
value of this contract plus one percent.

When we make the Participant's loan, the Participant's certificate account
balance will not be reduced. Instead, the portion of their Fixed Interest
Account balance (determined on a first-in, first-out basis) from verified
amounts that are purchase payments first and then interest on such purchase
payments equal to the outstanding loan will no longer earn the declared
interest rates, but instead will earn 2% less than the rate we charge on
the loan. Also, withdrawals and transfers will be restricted as described
in Section 6 and 7 above.

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<PAGE>

A non-refundable loan application fee of $25.00 will be charged for each
loan application.

8.3 Interest Credited

When we make the loan, the Participant's Fixed Interest Account Balance
will not be reduced. Instead, the portion of the Participant's Fixed
Interest Account Balance (determined on a first-in, first-out basis) from
verified amounts that are purchase payments first and then interest on such
purchase payments equal to the outstanding loan will no longer earn the
declared interest rates, but instead will earn 2% less than the rate we
charge on the loan.

8.4 Repayments

The loan must be repaid in substantially level payments of principal and
interest at least quarterly. Reminder notices will be mailed to you
advising you of the amount payable.

If the Participant fails to make any loan repayment when due, we will treat
it as a taxable distribution at the time of the default and we will
withdraw the amount in default from the Participant's Account Balance, to
the extent permitted by Federal Income Tax rules. If we cannot withdraw
amounts in default from the Participant's Account Balance immediately, we
may do so whenever Federal Income Tax permit us to do so. The loan amount
will continue to accrue additional interest until the withdrawal can be
made. Such additional interest will be treated as a taxable distribution,
and reported for the calendar year during which such additional interest is
charged.

Any default that is reported as a taxable distribution may be subject to an
additional tax penalty for withdrawals before age 59 1/2.

Notwithstanding anything in this Contract to the contrary, the terms of the
loan are governed by Section 72(p) of the Code and any rules and
regulations issued thereunder.

8.5 Multiple Loans

Only one loan per Participant may be outstanding at any time, unless we
agree to allow more than one loan.

8.6 Right to Delay the Granting of a Loan

We reserve the right to delay allowing any loan for up to six months. We
do not intend to do this except in an extreme emergency.

16
<PAGE>

SECTION 9--FEDERAL INCOME TAXES

9.1 Federal Income Tax Rules As They Relate to 403(b) Annuities

(a) Purchase payments are not included in the Participant's gross income
and, therefore, are not currently taxable. The earnings on these
purchase payments are also tax-deferred.

(b) Salary reduction elective deferral purchase payments after December
31, 1988 and the earnings credited to those purchase payments cannot
be withdrawn until the Participant attains age 59 1/2, retires,
terminates employment, becomes disabled as defined in Code Section
72(m)(7), or dies. This restriction also applies to earnings after
December 31, 1988 on amounts attributable to the Participant's pre-
1989 elective deferral purchase payments. We are required by the Code
to prohibit these withdrawals, except as noted in this Section 9.1(b)
below.

To the extent that we are required to apply the withdrawal
restrictions of Code Section 403(b)(7)(A)(ii) to balances transferred
on a non-taxable basis into this Contract, we will do so.

(c) The Participant must start to receive 403(b) distributions of his or
her interest in the Contract attributable to post-1986 purchase
payments and post-1986 earnings (whether attributable to post-1986
purchase payments or not) no later than April 1 of the calendar year
following the calendar year in which the Participant reaches age 70
1/2. In the case of a Participant who attained age 70 1/2 before
January 1, 1988, that Participant does not have to start receiving
distributions until April 1 of the calendar year following the year in
which he or she retires. Payment must be in a lump-sum or in equal or
substantially equal payments over a period not exceeding: (i) the
Participant's lifetime; (ii) the Participant's life expectancy; (iii)
the joint lifetimes of the Participant and the Participant's
beneficiary; or (iv) the joint life expectancy of the Participant and
the Participant's beneficiary. If the Participant's beneficiary is
not the Participant's spouse and has a longer life expectancy than the
Participant, Federal income tax rules may require payment over a
shorter period than shown in (iii) and (iv) above. Withdrawals must
be made in accordance with Code Section 401(a)(9) and the regulations
thereunder, including Regulation 1.401(a)(9)-2. Any withdrawal or
income option under this Contract which is inconsistent with Code
Section 401(a)(9) is not valid.

(d) In order to preserve the status of this Contract as a 403(b) annuity,
we have the right to amend this Contract to make it comply with
Federal income tax rules. We will notify the Participant of any
amendments and, when required by law, we will obtain the approval of
the appropriate regulatory authority.

17
<PAGE>

We will refund all or part of the Participant's Account Balance, if
necessary, to maintain the contract as a 403(b) annuity. If we make
such refunds or payments, we will adjust the Participant's Account
Balance accordingly. Withdrawal charges will not apply.

(e) For distributions made after 1992, notwithstanding any provision of
this Contract to the contrary that would otherwise limit an election
under this provision, the Participant (or the Participant's surviving
spouse or former spouse who is an alternate payee under a qualified
domestic relations order, as defined in Section 414(p) of the Code),
hereinafter referred to as distributee, may elect at the time and in
the manner prescribed by MetLife as payor (and, if applicable, the
Program Administrator) to have any portion of an eligible rollover
distribution paid directly to an eligible retirement program specified
in a direct rollover. A direct rollover is a payment of an eligible
rollover distribution to the eligible retirement program specified by
the distributee. An eligible rollover distribution from this Contract
is the taxable portion of any distribution to the Participant, except
that an eligible rollover distribution does not include the following:
(a) any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the
life (or life expectancy of the distributee or the joint lives or
joint life expectancies) of the distributee and his or her designated
beneficiary; (b) any distribution that is one of a series of
substantially equal periodic payments (not less frequently than
annually) for a specified period of 10 years or more; (c) any
distribution to the extent such distribution is required under Section
401(a)(9) of the Code; or (d) the portion of any distribution that is
not included in gross income. An eligible retirement program is an
individual retirement account as described in Section 408(a) of the
Code, an individual retirement annuity as described in Section 408(b)
of the Code, a tax-sheltered annuity as described in Section 403(b) of
the Code, that accepts eligible rollover distributions.

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<PAGE>

SECTION 10--DEATH BENEFIT

10.1 The Amount of the Death Benefit

The death benefit is the greatest of:

a. The entire verified amount in the Participant's Account Balance less
any outstanding loan balance as of the date we receive proof of death
and a properly completed claim form (no withdrawal charge will apply
and no administrative fee will be deducted), or
b. The total purchase payments made that are verified amounts less any
outstanding loan balance and any partial withdrawals, or
c. The highest verified amount in the Participant's Account Balance as of
the end of the calendar year in which any prior fifth (5th, 10th,
15th, etc.) Certificate anniversary occurred, less any later partial
withdrawals, charges and less any outstanding loan balance.

10.2 Death Benefit Payable Before Income Payments Begin

After we receive proof of death and a properly completed claim form from
you, we will pay the death benefit (as of the date of settlement) to the
Participant's beneficiary or permit him or her to select one of our
available income programs to the extent permitted under Federal tax rules
including those noted under Section 10.3. If the Participant doesn't name
a beneficiary (or none is alive when the Participant dies), we will pay the
contingent beneficiary.

Unless the Program specifies otherwise, if the Participant doesn't name a
beneficiary or a contingent beneficiary (or none is alive when the
Participant dies), we will pay 100% to the Participant's spouse, if any and
if living, otherwise to the Participant's estate. If the Participant's
estate or other non-natural person becomes entitled to payment, we will pay
the entire death benefit in a lump sum to such entity. Payment to more
than one beneficiary or more than one contingent beneficiary will be
divided equally among surviving beneficiaries, unless the Participant
specifies otherwise.

10.3 Limits on When the Distribution of the Death Benefit Must Occur

If the Participant dies before the date that annuity income payments start
or before the date distributions are required under Section 9.1(c), the
death benefit must be distributed in a single sum by no later than the end
of the calendar year which includes the fifth anniversary of the
Participant's death. If, however, the Participant's beneficiary is a
natural person, the Participant's beneficiary may choose an income program
for life or for a period of years not more than his or her life expectancy.
The income payments must begin by the end of the calendar year following
the Participant's death. If Treasury Regulations allow, we may permit our
payments to start later.

If the Participant's beneficiary is his or her surviving spouse, then the
beneficiary may elect to start receiving these annuity income payments by
the end of the

19
<PAGE>

calendar year in which the Participant would have reached age 70 1/2, if
this date is later than the end of the calendar year following the
Participant's death. The Participant's spouse cannot make any purchase
payments under this Contract.

If the Participant dies on or after the date annuity income payments begin
on or after the date that required distributions have begun under Section
9.1(c), any death benefit must be paid at least as rapidly as under the
method of distribution being used at the time of the Participant's death.

10.4 Beneficiary Designation

The Participant's beneficiary is the person or persons named to receive
benefits in the event of the Participant's death. The Participant may name
a contingent beneficiary who would become the beneficiary if all the
beneficiaries die before the Participant.

The Participant's beneficiary or contingent beneficiary may be changed at
any time before income payments start. The change will take effect as of
the date the form is signed, but we reserve the right to provide that no
change will bind us until it is recorded at our designated office.

20
<PAGE>

SECTION 11--INCOME PROGRAMS

11.1 Income Annuities Available

In accordance with the terms of your 403(b) Program, MetLife will make
available under this Contract annuity income payments guaranteed for life
to Participants or beneficiaries designated by Participants on a monthly,
quarterly, semiannual or annual basis. These annuity payments may also be
guaranteed for a specified number of years, but not beyond the payee's life
expectancy or the joint life expectancy (subject to Internal Revenue
Service limitations) if there is more than one payee. Other payment
programs may be arranged with us, including a variable payment program if
such programs are being offered at the time the annuity program is chosen.
The investment divisions under a variable payment program, if offered, are
expected to be the same as those specified on the cover page. The amount
of each payment under an annuity must be at least $50.

11.2 Income Annuity Purchases

All or part of any Participant's Account Balance may be used to provide
immediate annuities under this Contract for the benefit of that Participant
or that Participant's beneficiaries to the extent permitted under Federal
tax rules including those in Section 9.1.

Participants or their beneficiaries may begin receiving annuity payments on
any date designated by the Contractholder at the request and on behalf of
the Participant or designated beneficiary which occurs after the Issue
Date, if MetLife receives at least 30 days advance notice. However, annuity
payments must start no later than the April 1st of the calendar year after
the year in which the Participant attains age 70-1/2, or at a later date if
permitted by law. Upon receipt of the Participant's request at MetLife's
designated office (see Section 1.6), MetLife will send the Participant or
beneficiary information and the necessary forms to sign. Once annuity
payments start, neither the Contractholder nor the payee may change the
choice of annuity payment.

The Contractholder will provide the following information to MetLife for
each person on whose account an annuity is to be issued under this
Contract:

(2) The amount to be used to buy the annuity.

(3) The form of annuity to be issued.

(4) The name, date of birth, and any other relevant data for each
annuitant.

21
<PAGE>

The distribution of a Participant's Account Balance shall be in accordance
with the provisions of the Program in which he/she participates and any
applicable federal rules and regulations, including the Retirement Equity
Act of 1984. The requirements of Code Section 401(a)(9) and the Regulations
thereunder, including the incidental death benefit requirements of
Regulation Section 1.401(a)(9)-2, shall supersede any contrary terms of
this Contract.

11.3 Death Benefit Payable After Income Payments Begin

After we receive proof of death and a properly completed claim form, income
payments will continue to the payee's beneficiary for the balance of the
guaranteed period, if any, depending on the income plan selected. If the
guaranteed period has already ended, no further payments will be made. If
an estate (or other non-natural person) becomes entitled to payment, we
will pay the value of any remaining payments, computed as of the date of
death using the interest rate we used to set those payments, in a lump-sum
to such entity. After income payments start, we may require proof that the
payee is alive on the due date of each income payment.

If the Participant dies on or after the date annuity income payments begin
on or after the date that required distributions have begun under the
Federal tax rules, any death benefit must be paid at least as rapidly as
under the method of distribution being used at the time of the
Participant's death.

11.4 Cost of Income Annuities

The costs of income annuities under this Contract are set forth in the
schedule below. MetLife may change them on or after the first anniversary
of the Issue Date by giving the Contractholder at least 90 days notice. No
such change will be made within one year of any previous change nor will
such change adversely affect any Participant for whom a Participant's
Account Balance was maintained immediately prior to the date of the change.

The cost of each annuity is $300, plus any applicable tax, plus the amount
from the appropriate schedule below for each $1 of monthly annuity payment.

(1) Life Annuity ---- Payable on the first day of each month from the date
------------
of purchase to the first day of the month in which the annuitant dies.

Annuitant's Amount per $1 Monthly
Exact Age Annuity Payment
----------- ---------------------

55 $212.44
60 188.22
65 162.33

Edition B (Unisex)

22
<PAGE>

(2) 100% Joint and Survivor Annuity ---- Payable on the first day of each month
-------------------------------
from the date of purchase to the first day of the month in which the second
of the annuitants dies.

Annuitants' Exact Ages
----------------------
Primary Survivor Amount per $1 Monthly
Annuitant Annuitant Annuity Payment
--------- --------- ---------------------

55 60 $239.73
60 65 216.25
65 65 201.68

Edition B (Unisex)

Annuitant's Amount per $1 Monthly
Exact Age Annuity Payment
--------- ---------------------

55 $215.93
60 193.75
65 171.32

Edition B (Unisex)

On request MetLife will furnish the costs for ages and forms of
annuity not shown.

11.5 Guarantee

If at any time an immediate annuity is bought MetLife makes it available at
a lower cost under contracts in the class to which this Contract belongs,
then such lower cost will apply.

11.6 Income Annuity Certificates

As of the Annuity Commencement Date, MetLife will deliver to the
Contractholder an Income Annuity Certificate issued to the annuitant, which
outlines the benefits payable under the annuity.

11.7 Misstatements

23
<PAGE>

SECTION 12--GENERAL PROVISIONS

12.1 Entire Contract

This Contract is the entire contract between the parties. The
Contractholder's statements, if any, will be deemed representations and not
warranties. No sales representative or other person, except an authorized
officer of MetLife, may make or change any contract or make any binding
promises about any contract. Any amendment, modification or waiver of any
provision of this Contract will be in writing and may be made effective on
behalf of MetLife, only by an authorized officer of MetLife, and on behalf
of the Contractholder, only by an authorized officer of the Contractholder.

12.2 Claims of Creditors; Assignment

No amounts payable under this Contract may be assigned or encumbered and,
to the extent permitted by law, no amount payable under this Contract will
be subject to legal process or attachment for payment of any claim against
any payee. This Contract may not be assigned or transferred to any person;
however, if the Program is consolidated or merged with another program or
if the assets and liabilities of the Program are transferred to another
program, this Contract may be assigned to the program sponsor of such other
program. Any successor to MetLife, whether by merger, acquisition or
otherwise, will automatically succeed to MetLife's rights and obligations
under this Contract.

12.3 Certificates

MetLife shall issue active life certificates to Participants which will
summarize certain provisions of the Contract that apply prior to the date
an income annuity is purchased.

12.4 Liability for Payments

Except as described in Section 10.4, MetLife has no obligation to inquire
as to the authority of any participant to receive any payments made under
this Contract or to inquire into or see to the participant's application
of any amounts so paid.

12.5 Communications; Payments

All communications between the Contractholder and MetLife provided for in
this Contract will be in writing. The Contractholder will communicate its
address to MetLife. Any communication or payment may be made for the
Contractholder by a party or parties the Contractholder names to act on its
behalf.

12.6 Information to be Furnished

The Contractholder will furnish all information and documents that MetLife
may reasonably require to determine its rights and duties under this
Contract and to

24
<PAGE>

otherwise administer this Contract in accordance with its terms and Section
403(b) of the Code.

12.7 Applicable Law; Changes; Right to Amend

This Contract is subject to the requirements and restrictions under the
Code applicable to 403(b) annuity contracts.

The Contractholder and Metlife may change this Contract by mutual consent
at any time. Any such change will not have any adverse effect on
Participants who, at the time, have an Account Balance in which they have
nonforfeitable rights, unless the Participant agrees to such change in
writing in a form acceptable to us.

In addition, in order to preserve the status of this Contract as a 403(b)
annuity contract, MetLife has the right to amend this Contract at any time
to make it comply with Federal tax, including retroactive amendments.

12.8 Non-Participating

This Contract is non-participating and does not share in any distribution
of our surplus. All of our additions to the Participant's account balance
will be made as earnings.

12.9 Statements

On a calendar quarter basis, each Certificate Year (except for the first
Contract Year), before income payments start, we will send a statement to
each Participant with details on purchase payments, values, withdrawals,
and other information about the Participant's Account Balance. Information
will be provided at other times, if requested in writing and sent to our
designated office, unless we have agreed to some other procedure such as
notice by telephone.

<PAGE>

EXHIBIT (4)(b)(i)(D)

[LOGO] METLIFE/(R)/
METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
One Madison Avenue--New York, New York 10010-3690

=================================================================
Contractholder
University of Texas System Optional Retirement Plan
=================================================================
Date First Contract Year Ends September 30, 1996
- -----------------------------------------------------------------
Issue Date September 1, 1995 Group Annuity Contract No. 18949
=================================================================

ALL VALUES PROVIDED BY THIS CONTRACT WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT. AVAILABLE SEPARATE ACCOUNT INVESTMENT DIVISIONS AS OF THE CONTRACT DATE
ARE: THE METROPOLITAN GROWTH, INCOME, DIVERSIFIED, AGGRESSIVE GROWTH,
INTERNATIONAL STOCK AND STOCK INDEX DIVISIONS; THE FIDELITY GROWTH, OVERSEAS,
EQUITY-INCOME, INVESTMENT GRADE BOND, MONEY MARKET, ASSET MANAGER DIVISIONS; THE
CALVERT RESPONSIBLY INVESTED BALANCED DIVISION. A DESCRIPTION OF EACH OF THESE
DIVISIONS IS INCLUDED IN THE PROSPECTUS.

Therefore, the Contractholder and MetLife execute this Contract in duplicate to
take effect as of the Issue Date.

University of Texas System Metropolitan Life Insurance Company
Optional Retirement Plan
- ------------------------
/s/ Joseph A. Reali

- -------------------------------
Joseph A. Reali, Vice President and
Secretary

Signature
/s/ T. Athanassiades
- -------------------------------
Title T. Athanassiades, President and Chief
Operating Officer

- -------------------------------

- ----------------------------------- ---------
Witness Registrar

- ----------------------------------- --------------------------------------------
Date Date

- ----------------------------------- --------------------------------------------
City and State City and State

Internal Revenue Code Section 403(b) Flexible Purchase Payment Deferred
Annuity Contract

Form G.3087
<PAGE>

Non-Dividend Paying
Cover Page

2
<PAGE>

<TABLE>
<CAPTION>
Contents
=================================================================
Section Topic Page
- ------- ----- ----
<S> <C> <C>
1 DEFINITIONS 3

2 RELATIONSHIP BETWEEN PROGRAM AND CONTRACT 5
2.1 General Understanding 5
2.2 Changes in Program Provisions; Competing Program 5
2.3 Contract Value Account 5
3 PARTICIPANT ACCOUNTS; PURCHASE PAYMENTS 6
3.1 Participant Account 6
3.2 Purchase Payments 6

4 FIXED INTEREST ACCOUNT 7
4.1 Crediting of Interest 7
4.2 Administrative Fee 7

5 SEPARATE ACCOUNT 8
5.1 Separate Account E 8
5.2 Accumulation Units 8
5.3 Valuation 9
5.4 Administrative Fee 9
5.5 Changes to the Separate Account 9

6 TRANSFERS 10
6.1 Transfers Generally 10

7 WITHDRAWALS 11
7.1 Withdrawal Request 11
7.2 Partial Withdrawals 11
7.3 Full Withdrawals 11
7.4 Other Permitted Withdrawals 12
7.5 Withdrawal to Make Direct Transfers 13
7.6 Right to Delay 13

=================================================================
</TABLE>

1
<PAGE>

<TABLE>
<CAPTION>
Contents (continued)
=====================================================================
Section Topic Page
- ------- ----- ----
<C> <S> <C>
8 FEDERAL INCOME TAXES 14
8.1 Federal Income Taxes As They Relate 403(b) Annuities 14

9 DEATH BENEFIT 16
9.1 The Amount of the Death Benefit 16
9.2 Death Benefit Payable Before Income Payments Begin 16
9.3 Limits on When the Distribution Must Occur 16
9.4 Beneficiary Designation 17

10 INCOME PROGRAMS 18
10.1 Annuities Available 18
10.2 Annuity Purchases 18
10.3 Death Benefit Payable After Income Payments Begin 19
10.4 Cost of Annuities 19
10.5 Guarantee 21
10.6 Income Annuity Certificates 21
10.7 Misstatements 21

11 GENERAL PROVISIONS 22
11.1 Entire Contract 22
11.2 Claims of Creditors; Assignment 22
11.3 Certificates 22
11.4 Liability for Payments 22
11.5 Communications; Payments 22
11.6 Information to be Furnished 23
11.7 Applicable Law; Changes; Right to Amend 23
11.8 Non-Participating 23
11.9 Statements 23

=====================================================================
</TABLE>

2
<PAGE>

SECTION 1--DEFINITIONS

1.1 "Certificate" is the form we give to each Participant that describes his or
her rights in this group contract.

1.3 "Contract Year" for the first year is measured from the issue date and will
continue until the date specified on the cover page. Each new contract year
begins on the next day and continues for 12 months. For example, since the
issue date is July 15, 1995, and the first contract year ends March 31,
1996, the second contract year begins April 1, 1996. The contract
anniversary will be July 15.

1.4 "Code" means the United States Internal Revenue Code of 1986, as may be
amended from time to time.

1.5 "Contract Value" means the amount determined under Section 2.3.

1.6 "Contract Value Account" means the account established under Section 2.3.

1.7 "Designated Office" is the administrative office servicing your contract.
Currently it is MetLife's office at 1125 17th Street, Denver, Colorado
80202. We will notify you of any change.

1.8 "Funding Options" refer to the Metropolitan Series Fund, Inc., the Calvert
Responsibly Invested Balanced Portfolio and Fidelity's Variable Insurance
Products Fund and Variable Insurance Products Fund II. All are either
mutual funds or series of mutual funds used only for insurance and annuity
contracts such as this one. The Metropolitan Series Fund and Fidelity's
Variable Insurance Products Fund and Variable Insurance Products Fund II
are divided into portfolios each of which has its own investment
objectives.

1.9 "Investment Divisions" are part of the Separate Account. Each division
invests in a corresponding portfolio or series of the Funding Options,
rather than investing directly in stocks, bonds or other investments.
Thus, the investment experience of each division will generally be the same
as that of the corresponding portfolio or series, reduced by charges under
this Contract for services and benefits we provide. The cover page shows
the available divisions. We will tell you about any changes.

1.10 "Participant" means an employee of the University of Texas who is
participating in the 403(b) Program in accordance with its provisions and
for whom an account balance is maintained under this Contract. Termination
of employment does not end one's status as a Participant.

1.11 "Participant's Account Balance" means the value of purchase payments made
on behalf of a Participant under this Contract less any prior withdrawals.

3
<PAGE>

1.12 "403(b) Program " means the University of Texas System Employer's Optional
Retirement Program which meets the requirements under Section 403(b) of the
Code.

1.13 "Purchase Payment" refers to money received under this Contract.

1.14 "Purchase Payment Year" for any purchase payment, for the first year, is
measured from the date we receive it in our designated office and continues
until the last day of the month in which the anniversary of such receipt
occurs. Each new purchase payment year begins on the first day of the next
month (this works much like Contract Years, except that purchase payment
years are determined separately for each purchase payment).

1.15 "Verified Amounts" are withdrawals which have been approved for release by
the Plan Administrator in accordance with the terms of the University of
Texas System Employer's Optional Retirement Program Plan.

1.16 "We", "Us", "Our" and "MetLife" refer to Metropolitan Life Insurance
Company.

1.17 "You" and "Your" mean the Contractholder specified on the cover page.

4
<PAGE>

SECTION 2--RELATIONSHIP BETWEEN 403(B) PROGRAM AND CONTRACT

2.1 General Understanding

2.2 Changes in 403(b) Program's Provisions; Competing Program

The Contractholder will furnish MetLife with advance copies of all
communications to Participant's concerning the 403(b) Program, which might
have a material effect on this Contract's financial experience. Such
communications include, but are not limited to, an announcement of the
addition or elimination of an investment option, or a written explanation
of 403(b) Program provisions. Such communications will be sent to MetLife
for review, but will not be subject to MetLife's approval.

2.3 Contract Value Account

The sum of the Participant account balances will equal the Contract Value
Account. The Contract Value Account is established solely for the purpose
of determining the Contract Value of this Contract.

5
<PAGE>

SECTION 3--PARTICIPANT ACCOUNTS; PURCHASE PAYMENTS

3.1 Participant Accounts

3.2 Purchase Payments

We will not accept any purchase payments (except for transfers or
rollovers) on behalf of any Participant who is withdrawing money under a
systematic termination under Section 7.6(g), or who has made a withdrawal
based on termination of employment under Section 7.6(b).

6
<PAGE>

SECTION 4--FIXED INTEREST ACCOUNT

4.1 Crediting of Interest

Thereafter, we will set interest rates for these amounts (and earnings on
them) on or before the first day of each Certificate year to be credited
through the last day of such year.

4.2 Administrative Fee

No administrative fee applies to the Fixed Interest Account.

7
<PAGE>

SECTION 5--SEPARATE ACCOUNT

5.1 Separate Account E

The Separate Account is divided into investment divisions, each of which
buys shares in a corresponding portfolio or series of the Funding Options.
Thus, the Separate Account does not invest directly in stocks, bonds, etc.,
but leaves such investments to the Funding Options to make. The Funding
Options may also be bought by other separate accounts of ours, our
affiliates and other insurance companies.

The Separate Account has the following seven investment divisions
available: MetLife's Stock Index Division; five investment divisions
managed by Fidelity Management and Research Company ("Fidelity") -- the
Equity-Income, Growth, Investment Grade Bond, Money Market, Overseas and
Asset Manager Divisions; and one investment division managed by the Calvert
Responsibly Invested Balanced Division. You may limit the number of
investment divisions that will be made available to Participant's under
this 403(b) Program, and specify the investment divisions that will be made
available. You will have the right to change some or all of the investment
divisions that will be available under this 403(b) Program at any time.

5.2 Accumulation Units

8
<PAGE>

5.3 Valuation

A valuation period is the period between one calculation of an accumulation
unit value and the next calculation. Normally, we calculate accumulation
units once each day the New York Stock Exchange is open for trading, but we
can delay this determination if an emergency exists, making valuation of
assets in the Separate Account not reasonably practicable, or if the
Securities and Exchange Commission permits such deferral. We may change
when we calculate the accumulation unit value to the extent permitted by
law.

Amounts added to the Separate Account will be credited as of the end of the
valuation period during which we receive them at our designated office or
they are transferred from the Fixed Interest Account. Additions to or
withdrawals from an investment division may only be made as of the end of a
valuation period.

5.4 Administrative Fee

No administrative fee applies to the Separate Account.

5.5 Changes to the Separate Account

We may make certain changes to the Separate Account if we think they would
best serve the interests of Participant's in or owners of similar contracts
or would be appropriate in carrying out the purposes of such contracts.
Any changes will be made only to the extent and in the manner permitted by
applicable laws. We will notify the Participant in advance of any change
we intend to make and where necessary obtain the Participant's approval.

If any changes result in material change in the underlying investments of
an investment division to which an amount is allocated, a new choice of
investment divisions may be made.

9
<PAGE>

SECTION 6--TRANSFERS

6.1 Transfers Generally

An unlimited number of transfers can be made between investment divisions
of the Separate Account or from an investment division to the Fixed
Interest Account. Transfers can also be made from the Fixed Interest
Account to the Separate Account. However, only 20% of the Fixed Interest
Account balance may be transferred per certificate year to the Separate
Account. Participants may make transfers by making a written request at our
Designated Office or by telephone.

If a transfer is made from the Fixed Interest Account, we will determine
which purchase payments and interest to take it from as if it was a
withdrawal as described in Section 7. If a transfer is made from the Fixed
Interest Account to the Separate Account and then a transfer is made from
the Separate Account to the Fixed Interest Account (or from the Separate
Account to the Fixed Interest Account and then from the Fixed Interest
Account to the Separate Account) within 12 months, it will be treated as a
return of the same money (whether or not it really is). Thus, after the
transfer into the Fixed Interest Account, it will earn the same interest
rate that it would have been earning had neither transfer ever taken place.
Any amounts in excess of the original transfer and any amounts transferred
back to the Fixed Interest Account more than 12 months after the first
transfer will be treated as a new purchase payment to the Fixed Interest
Account and will earn the current interest rate for new purchase payments.

10
<PAGE>

SECTION 7--WITHDRAWALS

7.1 Withdrawal Request

Any withdrawal request must be in writing, signed by the Participant and
approved by you and must clearly state the account (and investment
division, if any) from which the withdrawal is to be made.

7.2 Partial Withdrawals

If a partial withdrawal is taken from the Fixed Interest Account, we will
first withdraw any amounts from those verified amounts that are deposits,
and will then withdraw other amounts from any verified amounts that are
earnings on such deposits, in each case on a "first-in, first-out" (FIFO)
basis. To determine from what amounts a withdrawal is taken for tax
purposes, we will apply tax rules which may be different.

For partial withdrawals from the Fixed Interest Account may be made to the
extent of 20% of the Participant's verified amounts in the Fixed Interest
Account, in any certificate year. For example assume the verified amounts
in the Fixed Interest Account, are $20,000, and that no prior withdrawals
during the certificate year have been made. The Participant now asks first
withdraw any amounts from their Fixed Interest Account (or 10% of the
verified amounts in the Fixed Interest Account balance). This entire amount
may be withdrawn. If the Participant then requests another withdrawal in
the same certificate year and at the time the Participant verified amounts
in the Fixed Interest Account are $19,000, the maximum additional amount
that may be withdrawn is $1,900, (i.e., 10% of the Participant's verified
amounts in the Fixed Interest Account balance) for a total of 20% of
verified amounts in the Participant's Fixed Interest Account balance
withdrawn during the certificate year.

Withdrawals from the Fixed Interest Account other than to make a systematic
withdrawal or for the 20% per certificate year exemptions as described
above are allowed only under the following circumstances:

11
<PAGE>

7.3 Full Withdrawals

A full withdrawal of verified amounts from the Fixed Interest Account may
be made if the verified amount in the Fixed Interest Account is paid
annually over four years ("systematic withdrawal") as follows:

(a) 20% of the Participant's verified amounts in the Fixed Interest
Account upon receipt of the request (reduced by any partial withdrawal
from verified amounts in the Fixed Interest Account made in the same
certificate year);
(b) 25% of the Participant's then current verified amounts in the Fixed
Interest Account one year later;
(c) 33 1/3% of the Participant's then current verified amounts in the
Fixed Interest Account two years later;
(d) 50% of the Participant's then current verified amounts in the Fixed
Interest Account three years later; and
(e) the remainder of the Participant's verified amounts in the Fixed
Interest Account four years later.

The remaining withdrawal may be canceled at any time, but if this is done
any new systematic withdrawal would be paid over a new four year period.
Other withdrawals may not be made after a systematic withdrawal has been
requested unless the remaining systematic withdrawal is canceled.

No full withdrawals from the Fixed Interest Account may be made other than
under a systematic withdrawal or pursuant to (i) to (vi) below. There are
no restrictions on transfers from any investment division.

7.4 Other Permitted Withdrawals

Withdrawals other than to make a systematic withdrawal or for the 20% per
certificate year exemption as described above are allowed only under the
following circumstances:

(i) A full withdrawal of verified amounts made while the Participant is
disabled (as defined in Code Section 72(m)(7)).
(ii) Any minimum withdrawal that is required to avoid Federal income tax
penalties or to satisfy Federal income tax rules.
(iii) Any withdrawal made under item 15 after the Participant's death.
(iv) Any full withdrawal of a Participant's account balance because of
separation from service or because of retirement pursuant to the
Program's written provisions.

12
<PAGE>

(v) A full withdrawal as a result of Plan termination provided the
Participant's
verified amounts are transferred to another one of our annuities.
(vi) Any withdrawal that is a result of an unforeseen hardship encountered
by the Participant (as verified in writing in a form acceptable to the
Plan Administrator).

Proof of these circumstances satisfactory to us must be given to us if we
ask for it.

7.5 Withdrawals to Make Direct Transfers

Withdrawals to make direct transfers to 403(b) contracts or accounts may be
made only as permitted by Federal income tax rules. Amounts subject to the
withdrawal restrictions described in Section 8.1 may only be transferred to
contracts or accounts with the same or stricter restrictions.

7.6 Right to Delay

13
<PAGE>

SECTION 8--FEDERAL INCOME TAXES

8.1 Federal Income Tax Rules As They Relate to 403(b) Annuities

(a) Purchase payments are not included in the Participant's gross income
and, therefore, are not currently taxable. The earnings on these
purchase payments are also tax-deferred.

To the extent that we are required to apply the withdrawal
restrictions of Code Section 403(b)(7)(A)(ii) to balances transferred
on a non-taxable basis into this Contract, we will do so.

(c) The Participant must start to receive 403(b) distributions of his or
her interest in the contract attributable to post-1986 purchase
payments and post-1986 earnings (whether attributable to post-1986
purchase payments or not) no later than April 1 of the calendar year
following the calendar year in which the Participant reaches age 70
1/2. In the case of a Participant who attained age 70 1/2 before
January 1, 1988, that Participant does not have to start receiving
distributions until April 1 of the calendar year following the year in
which he or she retires. Payment must be in a lump-sum or in equal or
substantially equal payments over a period not exceeding: (i) the
Participant's lifetime; (ii) the Participant's life expectancy; (iii)
the joint lifetimes of the Participant and the Participant's
beneficiary; or (iv) the joint life expectancy of the Participant and
the Participant's beneficiary. If the Participant's beneficiary is
not the Participant's spouse and has a longer life expectancy than the
Participant, Federal income tax rules may require payment over a
shorter period than shown in (iii) and (iv) above. Withdrawals must
be made in accordance with Code Section 401(a)(9) and the regulations
thereunder, including Regulation 1.401(a)(9)-2. Any withdrawal or
income option under this Contract which is inconsistent with Code
Section 401(a)(9) is not valid.

(d) In order to preserve the status of this Contract as a 403(b) annuity,
we have the right to amend this Contract to make it comply with
Federal

14
<PAGE>

income tax rules. We will notify the Participant of any amendments
and, when required by law, we will obtain the approval of the
appropriate regulatory authority.

15
<PAGE>

SECTION 9--DEATH BENEFIT

9.1 The Amount of the Death Benefit

The death benefit is the greatest of:

a. The entire Participant's Account Balance as of the date we receive
proof of death and a properly completed claim form (no withdrawal
charge will apply and no administrative fee will be deducted), or
b. The total purchase payments made less any partial withdrawals, or
c. The highest Participant's Account Balance as of the end of the
calendar year in which any prior fifth (5th, 10th, 15th, etc.)
Certificate anniversary occurred less any later partial withdrawals.

9.2 Death Benefit Payable Before Income Payments Begin

After we receive proof of death and a properly completed claim form from
you, we will pay the death benefit (as of the date of settlement) to the
Participant's beneficiary or permit him or her to select one of our
available income programs to the extent permitted under Federal tax rules
including those noted under Section 9.3. If the Participant doesn't name a
beneficiary (or none is alive when the Participant dies), we will pay the
contingent beneficiary.

9.3 Limits on When the Distribution of the Death Benefit Must Occur

If the Participant dies before the date that annuity income payments start
or before the date distributions are required under Section 8.1(c), the
death benefit must be distributed in a single sum by no later than the end
of the calendar year which includes the fifth anniversary of the
Participant's death. If, however, the Participant's beneficiary is a
natural person, the Participant's beneficiary may choose an income program
for life or for a period of years not more than his or her life expectancy.
The income payments must begin by the end of the calendar year following
the Participant's death. If Treasury Regulations allow, we may permit our
payments to start later.

16
<PAGE>

If the Participant's beneficiary is his or her surviving spouse, then the
beneficiary may elect to start receiving these annuity income payments by
the end of the calendar year in which the Participant would have reached
age 70 1/2, if this date is later than the end of the calendar year
following the Participant's death. The Participant's spouse cannot make
any purchase payments under this Contract.

If the Participant dies on or after the date annuity income payments begin
on or after the date that required distributions have begun under Section
8.1(c), any death benefit must be paid at least as rapidly as under the
method of distribution being used at the time of the Participant's death.

9.4 Beneficiary Designation

17
<PAGE>

SECTION 10--INCOME PROGRAMS

10.1 Income Annuities Available

In accordance with the terms of your 403(b) Program, MetLife will make
available under this Contract annuity income payments guaranteed for life
to Participant's or beneficiaries designated by Participant's on a monthly,
quarterly, semiannual or annual basis. These annuity payments may also be
guaranteed for a specified number of years, but not beyond the payee's life
expectancy or the joint life expectancy (subject to Internal Revenue
Service limitations) if there is more than one payee. Other payment
programs may be arranged with us, including a variable payment program if
such programs are being offered at the time the annuity program is chosen.
The investment divisions under a variable payment program, if offered, are
expected to be the same as those specified on the cover page. The amount
of each payment under an annuity must be at least $50.

10.2 Income Annuity Purchases

We will automatically send the Participant information about income
programs when the Participant attains age 70. If the Participant does not
choose an income plan, make a full cash withdrawal, or start to receive
partial withdraws in a manner that satisfies the Code by April 1 following
the calendar year the Participant attains age 70 1/2, we will automatically
start income payments on that date, for the Participant's lifetime with a
guarantee that payments will be made for at least 10 years. Since the
Participant is in a government sponsored program and if the Participant
asks us to do so, we will delay any of these options until the April 1
following the calendar year the Participant has retired.

(2) The amount to be used to buy the annuity.

(3) The form of annuity to be issued.

(4) The name, date of birth, and any other relevant data for each
annuitant.

18
<PAGE>

10.3 Death Benefit Payable After Income Payments Begin

After we receive proof of death and a properly completed claim form, income
payments will continue to the payee's beneficiary for the balance of the
guaranteed period, if any, depending on the income plan selected. If the
guaranteed period has already ended, no further payments will be made. If
an estate (or other non-natural person) becomes entitled to payment, we
will pay the value of any remaining payments, computed as of the date of
death using the interest rate we used to set those payments, in a lump-sum
to such entity. After income payments start, we may require proof that the
payee is alive on the due date of each income payment.

If the Participant dies on or after the date annuity income payments begin
or on or after the date that required distributions have begun under the
Federal tax rules, any death benefit must be paid at least as rapidly as
under the method of distribution being used at the time of the
Participant's death.

10.4 Cost of Income Annuities

19
<PAGE>

The cost of each annuity is $300, plus any applicable tax, plus the amount from
the appropriate schedule below for each $1 of monthly annuity payment.

(1) Life Annuity ---- Payable each month from the date of purchase to the
------------
day on which the annuitant dies.

Annuitant's Amount per $1 Monthly
Exact Age Annuity Payment
----------- ---------------------

55 $212.44
60 188.22
65 162.33

Edition B (Unisex)

(2) 100% Joint and Survivor Annuity ---- Payable each month from the date
-------------------------------
of purchase to the day on which the second of the annuitants dies.

Annuitants' Exact Ages
------------------------
Primary Survivor Amount per $1 Monthly
Annuitant Annuitant Annuity Payment
--------- --------- ---------------------

55 60 $239.73
60 65 216.25
65 65 201.68

Edition B (Unisex)

(3) Life Annuity With 10 Years Certain Payments ---- Payable each month
-------------------------------------------
from the date of purchase to the day on which the annuitant dies, with
120 payments guaranteed.

Annuitant's Amount per $1 Monthly
Exact Age Annuity Payment
----------- ---------------------

55 $215.93
60 193.75
65 171.32

Edition B (Unisex)

On request MetLife will furnish the costs for ages and forms of
annuity not shown.

20
<PAGE>

10.5 Guarantee

If at any time an immediate annuity is bought MetLife makes it available
at a lower cost under contracts in the class to which this Contract
belongs, then such lower cost will apply.

10.6 Income Annuity Certificates

As of the Annuity Commencement Date, MetLife will deliver to the
Contractholder an Income Annuity Certificate issued to the annuitant,
which outlines the benefits payable under the annuity.

10.7 Misstatements

If the Participant's date of birth is not correct on the application for
the Participant's certificate, we will adjust the annuity income payments
to agree with the Participant's correct age. If we have already made any
payments that were wrong, we will increase or decrease future payments to
pay or recover the difference, plus interest at 6%. We may require that
you provide proof of age when annuity income payments are to start. We may
also require proof that the Participant is still alive on the due date of
each annuity income payment.

21
<PAGE>

SECTION 11--GENERAL PROVISIONS

11.1 Entire Contract

This Contract is the entire contract between the parties. The
Contractholder's statements, if any, will be deemed representations and
not warranties. No sales representative or other person, except an
authorized officer of MetLife, may make or change any contract or make any
binding promises about any contract. Any amendment, modification or waiver
of any provision of this Contract will be in writing and may be made
effective on behalf of MetLife, only by an authorized officer of MetLife,
and on behalf of the Contractholder, only by an authorized officer of the
Contractholder.

11.2 Claims of Creditors; Assignment

No amounts payable under this Contract may be assigned or encumbered and,
to the extent permitted by law, no amount payable under this Contract will
be subject to legal process or attachment for payment of any claim against
any payee. This Contract may not be assigned or transferred to any person;
however, if the Program is consolidated or merged with another program or
if the assets and liabilities of the Program are transferred to another
program, this Contract may be assigned to the program sponsor of such
other program. Any successor to MetLife, whether by merger, acquisition or
otherwise, will automatically succeed to MetLife's rights and obligations
under this Contract.

11.3 Certificates

MetLife shall issue active life certificates to Participants which will
summarize certain provisions of the Contract that apply prior to the date
an income annuity is purchased.

11.4 Liability for Payments

Except as described in Section 9.4, MetLife has no obligation to inquire
as to the authority of any participant to receive any payments made under
this Contract or to inquire into or see to the participant's application
of any amounts so paid.

11.5 Communications; Payments

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<PAGE>

11.6 Information to be Furnished

11.7 Applicable Law; Changes; Right to Amend

This Contract is subject to the requirements and restrictions under the
Code applicable to 403(b) annuity contracts.

The Contractholder and Metlife may change this Contract by mutual consent
at any time. Any such change will not have any adverse effect on
Participant's who, at the time, have an Account Balance in which they have
nonforfeitable rights, unless the Participant agrees to such change in
writing in a form acceptable to us.

11.8 Non-Participating

This Contract is non-participating and does not share in any distribution
of our surplus. All of our additions to the Participant's account balance
will be made as earnings.

11.9 Statements

<PAGE>

EXHIBIT (4)(b)(i)(E)

[LOGO]METLIFE(R)

METROPOLITAN LIFE INSURANCE COMPANY
One Madison Avenue--New York, New York 10010-3690

MULTIFUNDED ANNUITY CONTRACT

This contract is a tax-sheltered annuity under Section 403(b) of the Internal
Revenue Code. It is a legal contract between you and MetLife that contains your
benefits and rights and your beneficiary's rights in an easy to read Question
and Answer format. Please read this contract carefully.

SPECIFICATIONS

CONTRACT DATE April 15, 1995

DATE FIRST CONTRACT YEAR ENDS December 31, 1995

OWNER'S NAME John Smith

CONTRACT NUMBER S123456789

FIXED INTEREST ACCOUNT ADMINISTRATIVE FEE $20 (See item 13)

CHARGE FOR ADMINISTRATIVE EXPENSES 1.25% Annual Rate or
& MORTALITY AND EXPENSE RISKS .000034035 per day

ERISA APPLIES Yes (See item 10)

ALL VALUES PROVIDED BY THIS CONTRACT WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT. AVAILABLE SEPARATE ACCOUNT INVESTMENT DIVISIONS AS OF THE CONTRACT DATE
ARE: THE METROPOLITAN GROWTH, INCOME, DIVERSIFIED, AGGRESSIVE GROWTH,
INTERNATIONAL STOCK AND STOCK INDEX DIVISIONS; AND THE CALVERT RESPONSIBLY
INVESTED BALANCED DIVISION. A DESCRIPTION OF EACH OF THESE DIVISIONS IS
INCLUDED IN THE PROSPECTUS YOU RECEIVED. THE PROSPECTUS IS NOT PART OF THIS
CONTRACT.

10-DAY RIGHT TO EXAMINE You may return your contract to us at our designated
office or to the person through whom you purchased it within 10 days of the date
you receive it. If you return it within the 10 day period, the contract will be
canceled from the Contract Date. We will return your purchase payment.

/s/ Joseph A. Reali /s/ T. Athanassiades
Joseph A. Reali Ted Athanassiades
Vice-President & Secretary President & Chief Operating Officer

31310 (T-95) OR Cover Page

<PAGE>

1. WHAT DO THE BASIC TERMS IN MY CONTRACT MEAN?

"Account Balance" is the entire amount we hold under this contract for you.

"Contract Year" for the first year is measured from the contract date and
continues to the date specified on the cover page. Each new contract year
begins the next day. For example, if the contract date is May 15, 1995 and
if the first contract year ends March 31, 1996, the second contract year
begins April 1, 1996 and ends on March 31, 1997. The contract anniversary
will be May 15th.

"Code" means the Internal Revenue Code, of 1986 or as subsequently amended.

"Purchase Payment" refers to money received in your contract whether sent
by your employer or under a transfer or exchange.

"Purchase Payment Year" for any purchase payment, for the first year, is
measured from the date we receive it in our designated office and continues
until the last day of the month in which the anniversary of such receipt
occurs. Each new purchase payment year begins on the first day of the next
month (this works much like contract years, except that purchase payment
years are determined separately for each purchase payment).

"Designated Office" is the administrative office servicing your contract.
It is currently the Retirement and Savings Center, Metropolitan Life
Insurance Company, 1125 17th Street, 8th Floor, Denver, CO 80201-6516. If
we change it, we will tell you.

"Funding Options" refers to the Metropolitan Series Fund, Inc., and the
Calvert Responsibly Invested Balanced Portfolio. Both are mutual funds or a
series of mutual funds used only for insurance and annuity contracts such
as this one. The Metropolitan Series Fund is divided into portfolios each
of which has its own investment objectives.

"Investment Divisions" are part of the Separate Account. Each division
invests in a corresponding portfolio of the Fund, rather than investing
directly in stocks, bonds or other investments. Thus, the investment
experience of each division will generally be the same as that of the
corresponding portfolio, reduced by charges under this contract for
services and benefits we provide. The cover page shows the available
divisions. We will tell you about any changes.

"Systematic Withdrawal Income Program (SWIP)" refers to the optional
automatic withdrawal program in which you may choose to receive periodic
payments of either a stated amount or a percentage of your account balance.
Payments will start on the date you elect, i.e., the SWIP anniversary.
SWIP may be stopped at any time. SWIP Payments will be taken prorata from
each investment division and the Fixed Interest Account based on the
account balance in each division and Fixed Interest Account at the time a
payment is paid. SWIP is not available if there is an outstanding loan.

1
<PAGE>

"We", "Us", "Our" and "MetLife" refer to Metropolitan Life Insurance
Company.

"You", "Your", "Me", "My" or "I" refer to you, the owner of this contract.
The owner is also the annuitant and the measuring life. You may exercise
all rights under this contract and your rights are nonforfeitable, i.e.,
your rights cannot be taken away.

2. HOW ARE PURCHASE PAYMENTS ALLOCATED AND HOW MUCH MONEY CAN BE CONTRIBUTED
UNDER MY CONTRACT?

Annuity purchase payments may be made while you are alive and before the
date income payments begin, as follows: (a) if your issue age on the
Contract Date was 59 or younger, purchase payments can be made at any time
prior to the date you attain age 63, or (b) if your issue age on the
Contract Date was 60 or older, purchase payments can be made at any time
during the first three contract years. If you want to make purchase
payments beyond your age 63 or the third contract year, you may do so, but
a separate contract will be issued every three years to accept those
purchase payments. All purchase payments should be sent to our designated
office. No purchase payment will be credited before the Contract Date.

You choose how purchase payments are allocated among the Fixed Interest
Account and the investment divisions of the Separate Account. You may
change your allocation for new purchase payments by telling us. The change
will be made upon receipt, unless you specify a later date, which may be up
to 30 days after we receive the request. Allocations must be in whole
number percentages (e.g., 33 1/3% cannot be chosen).

The lifetime maximum for all purchase payments is $500,000. We may either
return amounts which are above this limit or agree to take them.

Sections 403(b) and 415 of the Code limit the annual and aggregate amounts
that may be contributed in 403(b) contracts. The purchase payments
permitted under this contract may not exceed these limitations or the
limitations in Sections 402(g) and 457(c)(1) of the Code which apply to
elective deferrals under this contract and all other contracts you have
through your employer.

Whenever SWIP is in effect, purchase payments may not be made under an
automatic procedure (e.g., purchase payments through salary reduction
elective deferrals).

We will not accept any purchase payments under this contract after you have
made a withdrawal based on termination of employment under item 5(b) below.

3. CAN MY CONTRACT BE CANCELED?

If we do not receive purchase payments under your contract for over 36
consecutive months and the account balance is less than $2,000, we may, if
permitted by law, cancel your contract by paying the full withdrawal value
as if you had asked for a full cash withdrawal.

2
<PAGE>

4. WILL METROPOLITAN ACCEPT TAX-DEFERRED AND AFTER-TAX PURCHASE PAYMENTS?

We will accept the following types of tax-deferred purchase payments, which
are not includable in your gross income under the Code:

(a) Salary reduction elective deferrals--purchase payments sent by your
-----------------------------------
employer under a salary reduction agreement with you.
(b) Required salary reduction non-elective deferrals--purchase payments
------------------------------------------------
sent by your employer pursuant to a one-time irrevocable election of
salary reduction you made at the time you initially became eligible to
participate in the salary reduction agreement.
(c) Employer purchase payments--purchase payments sent by your employer
--------------------------
that are not salary reductions.
(d) Transfers and exchanges--purchase payments resulting from the tax-free
-----------------------
transfer or exchange of other 403(b) annuity contracts or custodial
accounts.

We may not accept employee after-tax purchase payments or any other after-
tax purchase payments.

5. CAN I MAKE WITHDRAWALS?

Yes, but only to the extent permitted under Federal income tax rules as
discussed in item 9.

In addition, if your employer's plan is subject to certain other laws,
restrictions may apply as discussed in Items 10 and 11. To request a
withdrawal you may contact our designated office. Any withdrawal request
must be signed by you and must clearly state the account (and investment
division, if any) from which the withdrawal is to be made. We may require
a minimum withdrawal of at least $500 or your entire account balance, if
less.

If you make a partial withdrawal from an investment division or the Fixed
Interest Account, we will first withdraw any amounts from purchase payments
that can be withdrawn with no withdrawal charge, then withdraw amounts from
purchase payments subject to a withdrawal charge (ignoring the 10%
exemption provided below), and will then withdraw other amounts from any
earnings on purchase payments, in each case on a "first-in, first-out"
(FIFO) basis. To determine from what amounts a withdrawal is taken for tax
purposes, we will apply tax rules which may be different.

Withdrawals to make direct transfers to 403(b) contracts or accounts may be
made only as permitted by Federal income tax rules. Amounts subject to the
withdrawal restrictions described in item 9 may only be transferred to
contracts or accounts with the same or stricter restrictions. We need not
allow more than two direct transfers to other 403(b) contracts or accounts
in any contract year.

While a loan is outstanding, you may not make any withdrawals that would
reduce your Fixed Interest Account balance below 125% of any outstanding
loan balance.

3
<PAGE>

Any outstanding loan balance will be deducted from your Fixed Interest
Account balance, to the extent permitted by the withdrawal restrictions
described in item 9, before payment of a full withdrawal, income payments,
or a death benefit. If the withdrawal restrictions prevent this, no full
withdrawal may be made.

Contract withdrawal charges are imposed separately on each purchase payment
for the first seven purchase payment years as shown in the following table:

Payment Year 1 2 3 4 5 6 7 8 & beyond
Withdrawal Charge 7% 6% 5% 4% 3% 2% 1% 0%

To determine the withdrawal charge, we treat the contract as if it were a
single account, and ignore both your actual allocations and what account or
division the withdrawal is actually coming from. To do this, we first treat
your withdrawal as coming from purchase payments that can be withdrawn
without a withdrawal charge, then from other purchase payments, and then
from earnings on such purchase payments--in each case on a first-in, first-
out basis. Once we have determined the amount of the withdrawal charge (as
explained below), we will actually withdraw it from each account and
investment division in the same proportion as the withdrawal that is being
made. In determining what the withdrawal charge is, we do not include
earnings, although the actual money to pay the withdrawal charge may come
from earnings.

No contract withdrawal charge will apply:

(a) To a full withdrawal made while you are disabled (as defined under the
Federal Social Security laws).
(b) To any withdrawal that is not from your transfer or exchange purchase
payments and earnings on such deposits, and have terminated employment
with each employer under whose 403(b) arrangements purchase payments
have been made to this contract (as verified in writing by each such
employer) and have ten years of uninterrupted contract participation.
(c) To any minimum withdrawal that is required to avoid Federal income tax
penalties.
(d) To any withdrawal made after your death.
(e) To any withdrawal made to provide income payments for life, or for a
period of five years or more if the payments cannot be accelerated.

Also, If your purchase payments have been 100% allocated to the Fixed
interest Account and if you have never made any transfers to the Separate
Account (other than automatic transfers of amounts equal to your interest),
cumulative withdrawals charges will never be more than your earnings.

In addition, if no loan is outstanding, the first withdrawal in a contract
year will be exempt from the withdrawal charge to the extent of: (i) those
amounts, if any, that can be withdrawn without a withdrawal charge, and
(ii) any extra amounts needed to make the exemption equal to 10% of your
account balance

4
<PAGE>

If you have elected the Systematic Withdrawal Program (SWIP), the SWIP amount to
be paid in each subsequent 12 month period, beginning on the SWIP anniversary
will, for purposes of the 10% free corridor provision (if applicable), be
considered a single withdrawal as of the SWIP anniversary. If the SWIP
withdrawal is the first in a contract year, withdrawal charges will not apply to
any payment until cumulative SWIP payments from the SWIP anniversary exceed the
greatest of:

(i) those purchase payments, if any, made eight or more purchase payment years
ago, and

(ii) The extra amounts needed to make the exemption 10% of your account balance,
determined as of each SWIP anniversary.

For partial withdrawals, we reduce the account balance, as follows: the amount
to which no withdrawal charge applies, plus the amount to which a withdrawal
charge applies divided by 100% minus the percentages shown above (so that if the
percentage shown is 7% we divide by 93%). For full withdrawals, including full
withdrawals from an investment division and from the Fixed and Separate
Accounts, we multiply each amount to which the withdrawal charge applies by the

percentages shown above, keep the resulting amount as a withdrawal charge and
pay you the rest.

Example of Withdrawals
- ----------------------

Assume four purchase payments of $2,000 each allocated 50% to the Fixed Interest
Account and 50% to the Growth Division of the Separate Account. Further, assume
withdrawal charge percentages of 0%, 3%, 5% and 7% respectively; and balances of
$5,380 in the Fixed Interest Account and $5,550 in the Growth Division. Assume
no transfer or exchange purchase payments and that your entire account balance
is eligible for withdrawal. You now ask for $3,500 from the Growth Division.

To determine the charge, we first take the $2,000 that can be withdrawn with
no charge (the fact that only half of it went to the Growth Division does not
matter--we are treating the contract as if it were a single account). We then
take $1,500 from the second purchase payment (with a 3% withdrawal charge) and
divide this $1,500 by 97%. The result is $1,546.39. Since the total of these
two numbers is $3,546.39, and you asked for $3,500, the extra $46.39 is the
withdrawal charge. We will take it from the Growth Division, as well as taking
the $3,500 from there. Your Growth Division balance is now $2,003.61, and the
total account balance is $7,383.61.

If you then take a full withdrawal, we multiply the remaining $453.61 from your
second purchase payment by 3% ($13.61), the third $2,000 purchase payment by 5%
($100), and the fourth $2,000 purchase payment by 7% ($140). No charge applies
to the earnings. Thus, we withdraw $255 as the withdrawal charge, and pay you
the remaining $7,128.61.

5
<PAGE>

6. HOW IS INTEREST CREDITED TO THE FIXED INTEREST ACCOUNT?

Interest on each purchase payment allocated to the Fixed Interest Account
will be credited from the date the purchase payment is received at our
designated office or transferred to the Fixed Interest Account. Interest
will be credited on amounts in the Fixed Interest Account until the
earliest of: (a) withdrawal because of your death (or your spouse's if he
or she continues the contract), (b) the dates the amounts are withdrawn or
transferred to the Separate Account, or (c) the date you start to receive
income payments under item 17.

Interest rates will be set by us from time to time, but will never be less
than 3%. A different interest rate may apply to each purchase payment
depending on the date the purchase payment is received at our designated
office. The declared interest rate in effect when a new purchase payment is
received will be credited on that purchase payment until the last day of
the first purchase payment year. A new interest rate will be declared for
each new purchase payment year and will apply both to the original purchase
payment and all earnings on that purchase payment. We may declare interest
rates for one year periods starting on the date the purchase payment is
received, instead of based on purchase payment years. If we do so, we will
tell you in advance. We will only do this for new purchase payments.

The interest rates we declare are "annual effective yields". The actual
rates we use on a day-to-day basis are slightly lower, but, if the purchase
payment is left in your contract for a full year, it will grow by the full
interest rate we declared because we compound interest daily.

We may have one interest rate for transfers and exchanges and a different
interest rate for other purchase payments.

The Fixed Interest Account balance is subject to any withdrawal charges and
administrative fees that may apply.

7. WHAT IS THE SEPARATE ACCOUNT AND HOW DOES IT OPERATE?

It is Metropolitan Life Separate Account E, an investment account we
maintain separate from our other assets.

We own the assets in the Separate Account. The Separate Account will not be
charged with liabilities that arise from any other business that we
conduct. We will add amounts to the Separate Account from other contracts
of ours.

6
<PAGE>

The Separate Account is divided into investment divisions, each of which buys
shares in a corresponding portfolio of the Fund. Thus, the Separate Account
does not invest directly in stocks, bonds, etc., but leaves such investments to
the Fund to make. The Fund combines assets from the Separate Account as well as
other separate accounts of ours and our affiliates.

We keep track of each investment division of the Separate Account separately,
using accumulation units. When you put money into an investment division, we
credit you with accumulation units. When you take money out of the investment
division, we reduce the number of your accumulation units. In either case, the
number of accumulation units you gain or lose is determined by taking the dollar
amount of the purchase payment, transfer or withdrawal and dividing it by the
value of an accumulation unit at the time of the transaction. Thus, if you
transfer in $5,000, and the value of an accumulation unit is $100, you will get
50 accumulation units.

Initially, we set the value of each accumulation unit. At the end of each
valuation period, we then revise it by taking the net asset value of a share in
the applicable Fund portfolio at the end of the valuation period, add any Fund
dividend or capital gain distribution during the valuation period, subtract any
per share charge for taxes and reserves for taxes, and divide this total by the
net asset value of a share of the same portfolio or series at the start of the
valuation period. Then we subtract a charge for administrative expenses and
mortality and expense risks we assume under the contract, not to exceed the
daily charge shown on the cover page which equals the annual effective rate
shown on the cover page. This calculation results in a factor that we multiply
the previous accumulation unit value by, in order to determine the new
accumulation unit value.

A valuation period is the period between one calculation of an accumulation unit
value and the next calculation. Normally, we calculate accumulation units once
each day the New York Stock Exchange is open for trading, but we can delay this
determination if an emergency exists, making valuation of assets in the Separate
Account not reasonably practicable, or the Securities and Exchange Commission
permits such deferral. We may change when we calculate the accumulation unit
value by giving you 30 days notice, to the extent permitted by law.

The Mortality and Expense Risk charge compensates us for increased mortality and
expenses not anticipated by other charges guaranteed in the contract. If this
charge is more than sufficient, we retain the balance as profit.

Purchase payments added to the Separate Account will be credited as of the end
of the valuation period during which we receive them at our designated office or
they are transferred from the Fixed Interest Account. Additions to or
withdrawals from an investment division may only be made as of the end of a
valuation period.

7
<PAGE>

be made only to the extent and in the manner permitted by applicable laws.
Also, when required by law, we will obtain your approval of the changes and
approval from any appropriate regulatory authority.

Examples of the changes to the Separate Account that we may make include:

o To transfer any assets in an investment division to another investment
division, or to one or more other separate accounts, or to our general
account; or to add, combine, or remove investment divisions in the
Separate Account.

o To substitute, for the Fund shares held in any portfolio, the shares
of another class of the Fund or the shares of any other investment
permitted by law.

If any changes result in material change in the underlying investments of
an investment division to which an amount is allocated under the contract,
we will notify you of the change. You may then make a new choice of
investment divisions.

8. CAN MONEY BE TRANSFERRED WITHIN THIS CONTRACT?

Yes. An unlimited number of transfers can be made between investment
divisions of the Separate Account, from an investment division to the Fixed
Interest Account or from the Fixed Interest Account to any investment
division. While a loan is outstanding, you may not make any transfer that
would reduce your Fixed Interest Account balance below 125% of the
outstanding loan balance. You can make an unlimited number of transfers by
telling us.

If you make a transfer from the Fixed Interest Account, we will take the
transfer from the same purchase payments and earnings as if it had been a
withdrawal from the contract. If you transfer money from the Fixed Interest
Account to the Separate Account and then you transfer money from the
Separate Account to the Fixed Interest Account (or from the Separate
Account to the Fixed Interest Account and then from the Fixed Interest
Account to the Separate Account) within 12 months, this will be treated as
a return of the same money (whether or not it really is). Thus, after the
transfer, the Fixed Interest Account, will earn the same interest rate that
it would have been earning had neither transfer ever taken place. Any
amounts in excess of the original transfer from the Separate Account and
any amounts transferred back to the Fixed Interest Account more than 12
months after the first transfer will be treated as a new purchase payment
to the Fixed Interest Account and will earn the current interest rate for
new purchase payments.

9. HOW DO FEDERAL INCOME TAX RULES AFFECT MY CONTRACT?

These rules affect your contract in several ways:

8
<PAGE>

(a) Purchase payments are not included in your gross income and,
therefore, are not currently taxable. The earnings on these purchase
payments are also tax-deferred.

(b) Salary reduction elective deferral purchase payments after December
31, 1988 and the earnings credited to those purchase payments cannot
be withdrawn until you attain age 59 1/2, retire, terminate
employment, become disabled as defined in Code Section 72(m)(7), or
die. This restriction also applies to earnings after December 31, 1988
on amounts attributable to your pre-1989 elective deferral purchase
payments. We are required by the Code to prohibit these withdrawals,
except as noted in this item 9(b) below.

If you suffer an unforeseen financial hardship, you may become
eligible to withdraw the post-1988 elective deferral purchase
payments, but not the earnings on them. (We will require adequate
proof of your financial hardship.) To the extent Federal Income tax
rules permit, we will not apply these restrictions to pre-1989 403(b)
balances transferred on a non-taxable basis into this contract or to
restrict transfers on a non-taxable basis to other 403(b) contracts or
accounts. In applying these restrictions, we will treat this contract
as if it were a single account and ignore your actual allocations.

To the extent that we are required to apply the withdrawal
restrictions of Code Section 403(b)(7)(A)(ii) to balances transferred
on a non-taxable basis into this contract, we will do so.

(c) You must start to receive your account balance no later than April
1 of the calendar year following the calendar year in which you reach
age 70 1/2. If you are a participant in a government or church
sponsored plan, you do not have to start to receive your account
balance until you retire. Payment must be in a lump-sum or over a
period not exceeding: (i) your lifetime; (ii) your life expectancy;
(iii) the joint lifetimes of you and your beneficiary; or (iv) the
joint life expectancy of you and your beneficiary. If your beneficiary
is not your spouse and has a longer life expectancy than you, Federal
income tax rules may require payment over a shorter period than shown
in (iii) and (iv) above. Withdrawals must be made in accordance with
Code Section 401(a)(9) and the regulations thereunder, including
Regulation 1.401(a)(9)-2. Any withdrawal or income option under this
contract which is inconsistent with Federal income tax rules is not
valid.

(d) In order to preserve the status of your contract as a 403(b) annuity,
we have the right to amend this contract to make it comply with
Federal income tax rules. We will notify you of any amendments and,
when required by law, we will obtain the approval of the appropriate
regulatory authority.

We will refund all or part of your account balance, if necessary, to
maintain your contract as a 403(b) annuity. If we make such refunds or
payments, we will adjust your account balance accordingly.

9
<PAGE>

(e) For distributions made after 1992, notwithstanding any provisions to
the contrary that would otherwise limit an election under this
provision, you (or your surviving spouse, or former spouse who is an
alternate payee under a qualified domestic relations order, as defined
in Section 414(p) of the Code, hereinafter referred to as "payee", may
elect at that time and in the manner prescribed by MetLife as payor to
have any portion of an eligible rollover distribution paid directly to
an eligible retirement plan you specify in a direct rollover. A direct
rollover is a payment under this contract to the eligible retirement
plan specified by the payee. An eligible rollover distribution from
this contract is the taxable portion of any distribution to you,
except that an eligible rollover distribution does not include the
following: (a) any distribution that is one of a series of
substantially equal periodic payments (not less frequently that
annually) made for the life (or life expectancy of the payee or the
joint lives or joint life expectancies) of the payee and his or her
designated beneficiary; (b) any distribution that is one of a series
substantially equal periodic payments (not less frequently than
annually) for a specified period of 10 years or more; (c) any
distribution to the extent such distribution is required under Section
401(a)(9) of the Code; or (d) the portion of any distribution that is
not includable in gross income. An eligible retirement plan is an
individual retirement account as described in Section 408(a) of the
Code, an individual retirement annuity as described in Section 408(b)
of the Code, a tax-sheltered annuity as described in Section 403(b) of
the Code, that accepts your eligible rollover distribution. However,
in the case of an eligible rollover distribution to your surviving
spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.

10. WHAT SPECIAL RULES APPLY IF PURCHASE PAYMENTS TO MY CONTRACT ARE MADE UNDER
A 403(B) PLAN SUBJECT TO ERISA?

If purchase payments to your contract have been made under a 403(b) plan
subject to the Employee Retirement Income Security Act (ERISA) and if you
have a spouse, the income payments, withdrawal provisions, methods of
payment of the death benefit, and loans under this contract are subject to
your spouse's rights as described below. In these circumstances, benefits
under the contract are provided in accordance with the applicable consent,
present value, and other requirements of Code sections 401(a)11 and 417
applicable to your plan. The cover page shows whether the plan is subject
to ERISA.

If you have a spouse, your spouse must give a qualified consent whenever
you elect to:

a. choose income payments other than on a qualified joint and survivor
basis (one under which we pay you for your life and then make payments
reduced by no more than 50% to your spouse for his or her remaining
life, if any);
b. make a withdrawal;
c. take a loan under this contract;

10
<PAGE>

d. designate a beneficiary other than your spouse for more than 50% of
the death benefit;

A qualified consent must be in writing, dated, signed by your spouse,
witnessed by a notary public and in a form satisfactory to us. Such consent
must be executed during the 90 day period ending with the date income
payments are to commence, the withdrawal is to be made, or the loan is to
be made, as the case may be. If you die, your surviving spouse will be your
beneficiary unless he or she has given a qualified consent otherwise. A
qualified consent may not be given to beneficiary designations or changes
until you attain age 35 or terminate employment with the employer then
making purchase payments to this contract, whichever comes first. There is
no limit to the number of your elections as long as a qualified consent is
given each time.

The consent of your spouse will not be required if you, your estate
representative, or your beneficiary establishes it cannot be obtained
because there is no spouse, or because the spouse cannot be located.

11. MAY I BORROW MONEY UNDER MY CONTRACT?

Yes, from the Fixed Interest Account balance only. The amount that is
available for you to borrow will be determined based on your entire 403(b)
account balance as described below. Loans are only available before income
payments begin. Loans will not be allowed for terms of less than one year
or more than five years (15 years for the purchase of a principal
residence). Also, a loan will not be available if you have elected SWIP.

LOANS FROM NON-ERISA CONTRACTS
------------------------------

If your 403(b) Plan is not subject to ERISA, as specified on the cover
page, the total amount of loans outstanding at any time may not exceed the
lesser of $50,000 (reduced by the highest outstanding loan balance of all
loans from all plans from the employer during the one year period ending on
the day before the date of the loan); or 50% of your account balance.
However, to the extent permitted by law, we may permit loans not to exceed
80% of your account balance if your account balance is less than $12,500 or
not to exceed $10,000 if your account balance is between $12,500 and
$20,000). We do not permit loans under $1,000.

We will charge you interest at the rate of 5% on the amount you borrow from
the date of the loan until the date the loan is repaid. When we make your
loan, your account balance will not be reduced. Instead, the portion of
your account balance equal to the outstanding loan will earn 3%, i.e., 2%
less than the interest rate we charge on the loan.

11
<PAGE>

LOANS FROM ERISA CONTRACTS
- --------------------------

If your 403(b) Plan is subject to ERISA, as specified on the cover page, the
total amount of loans outstanding at any time may not exceed the lesser of
$50,000 (reduced by the highest outstanding loan balance of all loans from all
plans of the employer during the 1 year period ending on the day before the date
of the loan) or 40% of your account balance. We do not permit loans under
$1,000. If you are married, a qualified consent by your spouse (as described in
item 10) must be provided.

We will charge you interest on the amount you borrow at an adjustable loan
interest rate based on Moody's Corporate Bond Index Average ("Moody's"). The
adjustable loan interest rate will be declared each calendar quarter (January 1,
April 1, etc.), based on Moody's, determined as of two months prior to the
effective date of the declared loan interest rate. For example, the quarterly
loan interest rate declared for April 1, 1994 will be based on Moody's rate for
January 1994, determined as of February 1, 1994. The initial loan interest rate
will remain in effect for the twelve month period ending on the anniversary date
of your loan. The rate is subject to adjustment annually as of the anniversary
date of the loan. Your existing loan interest rate will change whenever the
difference between your existing rate and the new loan interest rate in effect
on that anniversary is equal to or more than 1/2 percent. The adjusted loan
interest rate applicable for the following year will never exceed the higher of:
(a) the Moody's rate as determined above, and (b) the current annualized
interest rate used to determine the cash value of this contract plus one
percent.

When we make your ERISA loan, your contract's account balance will not be
reduced. Instead, the portion of your Fixed Interest Account balance
(determined on a first-in, first-out basis) from purchase payments first and
then interest on such purchase payments equal to the outstanding loan will no
longer earn the declared interest rates, but instead will earn 2% less than the
rate we charge on the loan. Also, withdrawals and transfers will be restricted
as described in items 9 and 10.

REPAYMENT OF NON-ERISA LOANS AND ERISA LOANS
- --------------------------------------------

The loan must be repaid at least quarterly in substantially level payments of
principal and interest.

If you fail to pay any loan repayment when it is due, we will treat it as a
taxable distribution to you at the time of the default and withdraw the amount
in default from your account balance, to the extent permitted by Federal income
tax and Department of Labor rules. If we cannot withdraw the defaulted loan
amount because of Code restrictions, the loan amount will continue to accrue
additional interest until the withdrawal can be made. Such additional interest
will be treated as a taxable distribution to you, and reported for the calendar
year during which such additional interest is charged.

12
<PAGE>

Any default that is reported as a taxable distribution may be subject to
an additional tax penalty for withdrawals before age 59 1/2.

Notwithstanding anything in this contract to the contrary, the terms of
the loan are governed by Section 72(p) of the Code and any rules and
regulations issued thereunder.

Only one loan may be outstanding on your contract at any time, unless we
agree to allow more than one loan.

We reserve the right to delay allowing any loan for up to six months. We
do not intend to do this except in an extreme emergency.

12. MAY I ASSIGN THIS CONTRACT, OR USE IT AS COLLATERAL FOR A LOAN?

No. In order to qualify as a 403(b) annuity, your contract is not
transferable. Your contract may not be sold, assigned, discounted or
pledged as collateral for a loan. You are permitted to borrow amounts from
your Fixed Interest Account balance within specified limits as described
above (see item 11).

13. ARE ADMINISTRATIVE FEES DEDUCTED FROM MY CONTRACT?

At the end of each contract year, we may deduct a $20 administrative fee
from your Fixed Interest Account on a "first-in, first-out" basis from
purchase payments and then from earnings on such purchase payments, if the
account balance is less than $10,000 and no purchase payments were
received during the contract year. If your Fixed Interest Account balance
is less than $20 at the end of a contract year, we will waive the fee. We
will also waive any fee due when your contract ends. We may also waive the
fee for other reasons. If we do so we will tell you. No administrative fee
applies to the Separate Account.

14. ARE DIVIDENDS PAYABLE UNDER MY CONTRACT?

No, your contract is nonparticipating and does not share in any
distribution of our surplus.

15. CAN METROPOLITAN GUARANTEE ME AN INCOME FOR AS LONG AS I LIVE?

Yes. You can receive periodic income payments guaranteed for life on a
monthly, quarterly, semiannual or annual basis. These payments may also be
guaranteed for at least five years, but not beyond your life expectancy or
the joint life expectancy if there is more than one payee.

You may begin receiving income payments at any date you choose if it is
more than 12 months after the contract date and if you tell us at least 30
days in advance (subject to the provisions in item 9). We will send you
information and the necessary forms to sign, upon receipt of your request
at our designated office. Once income payments start, you will not be able
to make cash withdrawals or change the choice of income plan.

13
<PAGE>

We will automatically send you information about income plans when you
attain age 70. If you do not choose an income plan, or make a full cash
withdrawal, we will assume that you are receiving all required
distributions from other 403(b) contracts and that you want this contract
to remain in effect. We will continue this contract in effect until you
direct us otherwise.

If you are a participant in a government or church sponsored plan and if
you ask us to do so, we will delay any of these options until you tell us
that you have retired.

If your date of birth is not correct on the application for your contract,
we will adjust the income payments to agree with your correct age. If we
have already made any payments that were wrong, we will increase or
decrease future payments to pay or recover the difference, plus interest at
6%. We may require that you provide proof of age when income payments are
to start. We may also require proof that you are still alive on the due
date of each income payment.

16. WHAT HAPPENS IF I DIE BEFORE INCOME PAYMENTS START?

After we receive proof of death and a properly completed claim form, we
will pay the death benefit (as of the date of settlement) to your
beneficiary or permit him or her to select one of our available income
plans. If you name no beneficiary (or none is alive when you die), we will
pay the contingent beneficiary.

If you name no contingent beneficiary (or none is alive when you die), we
will pay your estate. If your estate or other non-natural person becomes
entitled to payment, we will pay the entire death benefit in a lump sum to
such person. Payment to more than one beneficiary or more than one
contingent beneficiary will be divided equally among them, unless you
specify otherwise.

The entire death benefit under this contract must be distributed in a
single sum by no later than the end of the calendar year which includes the
fifth anniversary of your death. If, however, your beneficiary is a natural
person, your beneficiary may choose an income plan for life or for a period
of years not more than his or her life expectancy. The income payments must
begin by the end of the calendar year following your death. If Treasury
Regulations allow, we may permit our payments to start later.

If your beneficiary is your spouse, then your spouse may continue your
contract as participant until the calendar year that you would have reached
age 70 1/2. Your spouse cannot make any purchase payments to the contract.

After payments start, we may require proof that the payee is alive on the
due date of each income payment.

14
<PAGE>

The death benefit is the greatest of:

b. The total purchase payments made less any outstanding loan balance,
any withdrawals, and fees, or

c. The highest account balance as of the end of the calendar year in
which any prior five year (5th, 10th, 15th, etc.) contract anniversary
occurs, less any later withdrawals, charges and outstanding loan
balance, and any other applicable administrative fees.

17. WHAT HAPPENS IF I DIE AFTER INCOME PAYMENTS START?

After we receive proof of death and a properly completed claim form, income
payments will continue to your beneficiary (even if the beneficiary is your
spouse) for the rest of any guaranteed period, if any, for the income plan
chosen. If the guaranteed period has ended, or if there is none, no further
payments will be made. If your estate (or other non-natural person) becomes
entitled to payment, we will pay the value of any remaining payments,
computed as of the date of death using the interest rate we use to set
those payments, in a lump-sum to such person reduced by any payments made
after the date of death. The Code requires payments to be distributed at
least as rapidly as under the method of distribution being used prior to
your death.

18. WHO IS MY BENEFICIARY AND MAY I CHANGE MY BENEFICIARY?

Your beneficiary is the person or persons you name to receive benefits in
the event of your death. You may name a contingent beneficiary who would
become the beneficiary if all the beneficiaries die before you do. If Item
10 applies, however, your surviving spouse will be your beneficiary unless
he or she has given qualified consent otherwise.

You may change your beneficiary or contingent beneficiary at any time
before income payments start. Ask us for our "Change of Beneficiary" form.
The change will take effect as of the date you signed the form, but no
change will bind us until it is recorded at our designated office.

After income payments start, you may change the beneficiary for any future
guaranteed income payments. If the payment is being made over two lifetimes
and the other person survives you, he or she can change the beneficiary.
The name of any person(s) over whose life or lives payment is being made
cannot be changed.

15
<PAGE>

19. HOW ARE INCOME PAYMENTS THAT ARE GUARANTEED FOR LIFE CALCULATED?

Life income payments are calculated as shown on page 18. As required by
law, this shows the lowest payments that we could ever make. We expect our
actual payments to be higher. Actual payments will not be less than those
we would provide to a person in the same class under a single payment
immediate annuity bought with an equal amount at the time annuity payments
start.

20. CAN I ARRANGE A SPECIFIC INCOME PLAN FOR MY BENEFICIARY TO TAKE EFFECT
AFTER I DIE?

Yes. You can choose certain income plans for your beneficiary which we will
honor at your death, unless income payments are already being made under
item 17 at that time. Such income plans must provide for payments of your
remaining interest in the contract over your beneficiary's life or over a
period not exceeding his or her life expectancy. Payments must start by the
end of the calendar year following your death unless permitted to begin
under Treasury Regulations.

If you die while withdrawals are being taken in accordance with item 9(c),
the entire remaining balance in the contract must be distributed at least
as rapidly as under the method of distribution being used at the time of
your death.

21. CAN I MAKE TAX FREE TRANSFERS FROM OTHER METLIFE 403(B) CONTRACTS OR
CERTIFICATES I OWN TO THIS CONTRACT?

Yes, if both you and we agree. If agreed to and you do make a tax-free
transfer as described in item 4(d), we will, for purposes of contract
withdrawal charges, credit your purchase payments with the time you held
them under our other contracts and certificates prior to the time they were
transferred.

22 HOW CAN I GET INFORMATION ABOUT MY CONTRACT AND ITS VALUE?

At least twice each contract year, before income payments start, we will
send you a statement with details on purchase payments, values withdrawals,
and other information about your contract. If you need information at other
times, please tell us.

Any time you have to tell us something (e.g., to request additional
information, to make transfers, to change your allocation for new purchase
payments, to make withdrawals), you must send written notice to our
designated office unless we have set up some other procedure, such as
notice by telephone.

16
<PAGE>

23. DOES MY CONTRACT CONTAIN ALL THE PROVISIONS THAT MAKE UP MY ENTIRE CONTRACT
WITH YOU?

Yes, your contract and any riders and endorsements included in it make up
your entire contract with us. We will never contest the validity of this
contract. Changes in its provisions may only be made in writing by our
President, Secretary, or a Vice-President. No provision may be waived or
changed by any of our other employees, representatives or agents.

17
<PAGE>

TABLE OF VALUES
MINIMUM FIXED INTEREST ACCOUNT BALANCE
AGE 45

For a contract without any partial withdrawals and no outstanding loans
Basis: $1,000 annual contributions allocated to the Fixed Interest Account at
the beginning of each year up through age 62.
Values are NOT proportional for other purchase payments and
---
assume no transfer or exchange purchase payments
<TABLE>
<CAPTION>
TABLE A TABLE B
-----------------------------------------------------------------------
End of Minimum Guaranteed Guaranteed Age Guaranteed
Contract Account Minimum Account Annual When Minimum
Year Balance Withdrawal Value Effective Rate Applied Monthly
of Return Income per
$1,000 of
Account
Balance

Unisex
<S> <C> <C> <C> <C> <C>
1 $ 1,030.00 $ 1,000.00 0.00% 59 $3.96
2 $ 2,090.90 $ 2,000.00 0.00% 60 $4.02
3 $ 3,183.63 $ 3,019.55 0.33% 61 $4.09
4 $ 4,309.14 $ 4,106.37 1.05% 62 $4.16
5 $ 5,468.41 $ 5,234.82 1.53% 63 $4.24
6 $ 6,662.46 $ 6,405.79 1.87% 64 $4.32
7 $ 7,892.34 $ 7,620.23 2.12% 65 $4.40
8 $ 9,159.11 $ 8,879.11 2.31% 66 $4.49
9 $10,463.88 $10,183.88 2.46% 67 $4.59
10 $11,807.80 $11,527.80 2.57% 68 $4.69
11 $13,192.03 $12,912.03 2.65% 69 $4.79
12 $14,617.79 $14,337.79 2.71% 70 $4.90
13 $16,086.32 $15,806.32 2.76% 71 $5.02
14 $17,598.91 $17,318.91 2.79% 72 $5.14
15 $19,156.88 $18,876.88 2.82% 73 $5.27
16 $20,761.59 $20,481.59 2.85% 74 $5.40
17 $22,414.44 $22,134.44 2.87% 75 $5.55
18 $24,116.87 $23,836.87 2.88%
19 $24,840.37 $24,630.37 2.92%
20 $25,585.59 $25,435.59 2.95%
Age 60 $19,156.88 $18,876.88 2.82%
Age 65 $25,585.59 $25,435.59 2.95%
Age 70 $29,660.71 $29,660.71 3.00%
- ---------------------------------------------------------------------------------
</TABLE>

The guaranteed minimum interest rate used to determine the values shown above is
3%. Values during the year will include interest for the completed part of the
year.

The guaranteed Fixed Interest Account minimum withdrawal values shown above
equal the comparable minimum account balances minus a withdrawal charge. The
withdrawal charge does not exceed 7% and does not apply to any purchase payment
after seven years from our receipt of such purchase payment.

Contract values will never be less than the minimum benefits required by the law
of the state where this contract is delivered. We have told the chief insurance
regulator of the state where we delivered this contract how we computed these
values. On request we will provide the method of computation and values for
years not shown.

The guaranteed minimum monthly income at ages shown in Table B is the minimum
amount per $1,000 of account balance we would pay over your lifetime with a
guaranteed payment period of 10 years. This and other income plans that you may
choose are described in item 15. To compute minimum payments we use an interest
rate of 3% and the 1983 individual Mortality Table A (Metropolitan Adjusted),
and expenses appropriate for maintaining the contract.

18
<PAGE>

TABLE OF VALUES
LIFE ANNUITY
MINIMUM FIXED INTEREST ACCOUNT BALANCE
AGE 45

For a contract without any partial withdrawals and no outstanding loans
Basis: $1,000 Annual Purchase Payment allocated to the Fixed Interest Account at
beginning of each year
up through age 62
Values are NOT proportional for other purchase payments and
---
assume no transfer or exchange deposits
<TABLE>
<CAPTION>

TABLE A TABLE B

End of Minimum Guaranteed Guaranteed Age Guaranteed Minimum
Contract Account Minimum Account Annual When Monthly Income per
Year Balance Withdrawal Value Effective Rate Applied $1,000 of Account
of return Balance

Unisex
<S> <C> <C> <C> <C> <C>
1 $ 1,030.00 $ 1,000.00 0.00% 59 $3.98
2 $ 2,090.90 $ 2,000.00 0.00% 60 $4.05
3 $ 3,183.63 $ 3,003.63 0.33% 61 $4.12
4 $ 4,309.14 $ 4,089.14 1.05% 62 $4.20
5 $ 5,468.41 $ 5,218.41 1.53% 63 $4.28
6 $ 6,662.46 $ 6,392.46 1.87% 64 $4.37
7 $ 7,892.34 $ 7,612.34 2.12% 65 $4.46
8 $ 9,159.11 $ 8,879.11 2.31% 66 $4.56
9 $10,463.88 $10,183.88 2.48% 67 $4.66
10 $11,807.80 $11,527.80 2.57% 68 $4.77
11 $13,192.03 $12,912.03 2.65% 69 $4.89
12 $14,617.79 $14,337.79 2.71% 70 $5.01
13 $16,086.32 $15,806.32 2.76% 71 $5.15
14 $17,598.91 $17,318.91 2.79% 72 $5.29
15 $19,156.88 $18,876.88 2.82% 73 $5.44
16 $20,761.59 $20,481.59 2.85% 74 $5.60
17 $22,414.44 $22,134.44 2.87% 75 $5.78
18 $24,116.87 $23,836.86 2.88%
19 $24,840.37 $24,630.37 2.92%
20 $25,585.59 $25,435.59 2.95%
Age 60 $19,156.88 $18,876.88 2.92%
Age 65 $25,585.59 $25,435.59 2.95%
Age 70 $29,660.71 $29,660.71 3.00%
- ----------------------------------------------------------------------------------------
</TABLE>
The guaranteed minimum interest rate used to determine the values shown above is
3%. Values during the year will include interest for the completed part of the
year.

The guaranteed minimum monthly income at ages shown in Table B is the minimum
amount per $1,000 of account balance we would pay over your lifetime. This and
other income plans that you may choose are described in item 15. To compute
minimum payments we use an interest rate of 3% and the 1983 individual Mortality
Table A (Metropolitan Adjusted), and expenses appropriate for maintaining the
contract.

19
<PAGE>

INDEX
<TABLE>
<CAPTION>

Subject Q&A #(s) Page(s)
- ------------------------------------------- --------------- -----------------
<S> <C> <C>

Administrative Fees 13 13
Assignment 12 13
Beneficiary 18 15
Cancellation 3 2
Computation of Values 19 16
Contract and Authority 23 17
Purchase Payments 2, 4 2, 3
Death Benefit 16, 17 14, 15
Definitions 1 1
Dividends 14 13
ERISA 10 10
Fixed Interest Account 6 6
Income Payments 15,16,17,19,20 13,14,15,16,16
Information We Give You 22 16
Loans 11 11
Separate Account and Investment Divisions 7 6
Tax Rules 9 9
Transfers 8, 21 8, 16
Withdrawals 5 3

</TABLE>

NOTICE

When you write to us, please give us your name, address and contract number.

Please notify us promptly of any address changes. We will write to you at your
last known address.

Checks, drafts or money orders must be drawn to the order of MetLife. All
payments must be made in U.S. currency.

PLEASE READ THIS CONTRACT CAREFULLY

MULTIFUNDED ANNUITY CONTRACT

ALL VALUES PROVIDED BY THIS CONTRACT WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT.

<PAGE>

EXHIBIT (4)(b)(vi)

[LOGO]METLIFE(R)

METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State)
One Madison Avenue--New York, New York 10010-3690

MULTIFUNDED ANNUITY CERTIFICATE

This certificate is a tax-sheltered annuity under Section 403(b) of the Internal
Revenue Code. It is a legal contract between you and MetLife that contains your
benefits and rights and your beneficiary's rights in an easy to read Question
and Answer format. Please read this certificate carefully.

CERTIFICATE DATE JULY 15, 1995

DATE FIRST CERTIFICATE YEAR ENDS MARCH 31, 1996

PARTICIPANT'S NAME

CERTIFICATE NUMBER

PLAN NEW JERSEY ALTERNATE BENEFIT 403(B) PROGRAM

INITIAL ADMINISTRATIVE FEE NONE (SEE ITEM 14)

LOAN APPLICATION FEE $25 (SEE ITEM 12)

PARTICIPATING NO (SEE ITEM 13)

ALL VALUES PROVIDED BY THIS CERTIFICATE WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT. AVAILABLE SEPARATE ACCOUNT INVESTMENT DIVISIONS AS OF THE CERTIFICATE
DATE ARE: THE METROPOLITAN STOCK INDEX DIVISION; THE FIDELITY GROWTH, MONEY
MARKET, OVERSEAS, EQUITY-INCOME, INVESTMENT GRADE BOND AND ASSET MANAGER
DIVISIONS; AND THE CALVERT RESPONSIBLY INVESTED BALANCED DIVISION. A
DESCRIPTION OF EACH OF THESE DIVISIONS IS INCLUDED IN THE PROSPECTUS.

10-DAY RIGHT TO EXAMINE

You may return your certificate to us at our designated office or to the person
through whom you purchased it within 10 days of the date you receive it. If you
return it within the 10 day period, the certificate will be canceled from the
Certificate Date. We will return any purchase payments received on your behalf.

/s/ Joseph A. Reali /s/ Ted Athanassiades

Joseph A. Reali Ted Athanassiades
Vice-President and Secretary President and Chief Operating Officer

Cover Page

G.4379
<PAGE>

1. WHAT DO THE BASIC TERMS IN MY CERTIFICATE MEAN?

"Account Balance" is the entire amount we hold under this certificate for
you.

"Administrator" is your employer or the Administrator of the Plan.

"Certificate Year" for the first year is measured from the certificate date
and continues to the date specified on the cover page. Each new
certificate year begins the next day. For example, since the certificate
date is July 15, 1995 and if the first certificate year ends March 31,
1996, the second certificate year begins April 1, 1996 and ends on March
31, 1997. The certificate anniversary will be July 15th.

"Code" means the United States Internal Revenue Code of 1986, as may be
amended from time to time.

"Designated Office" is the administrative office servicing your
certificate. Currently, it is MetLife's office at 1125 17th Street,
Denver, Colorado 80202. If we change it, we will tell you.

"Funding Options" refer to the Metropolitan Series Fund, Inc., the Calvert
Responsibly Invested Balanced Portfolio, and Fidelity's Variable Insurance
Products Fund and Variable Insurance Products Fund II. All are either
mutual funds or series of mutual funds used only for insurance and annuity
contracts such as this one. The Metropolitan Series Fund and Fidelity's
Variable Insurance Products Fund and Variable Insurance Products Fund II
are divided into portfolios each of which has its own investment
objectives.

"Investment Divisions" are part of the Separate Account. Each division
invests in a corresponding portfolio or series of the Funding Options,
rather than investing directly in stocks, bonds or other investments.
Thus, the investment experience of each division will generally be the same
as that of the corresponding portfolio or series, reduced by charges under
this certificate for services and benefits we provide. The cover page
shows the available divisions. We will tell you about any changes.

"Loan Collateral" refers to amounts in the Fixed Interest Account pledged
as security for repayment of any loans. It is equal to 125% of the
outstanding loan balance.

"Plan Year" runs from January 1 through December 31 or such other period
that the Administrator notifies us of.

"Purchase Payment" refers to money received in your certificate whether
sent by your employer or under a transfer or exchange. A purchase payment
in the Fixed Interest Account includes for interest crediting, any
transfers from the Separate Account.

"Purchase Payment Year" for any purchase payment, for the first year, is
measured

1
<PAGE>

from the date we receive it in our designated office and continues until
the last day of the month in which the anniversary of such receipt occurs.
Each new purchase payment year begins on the first day of the next month
(this works much like certificate years, except that purchase payment years
are determined separately for each purchase payment).

"Verified Amounts" are withdrawals which have been approved for release by
the Plan Administrator in accordance with the terms of the New Jersey
Alternate Benefit Program.

"We", "Us", "MetLife" and "Our" refer to Metropolitan Life Insurance
Company.

"You", "Your", "Me", "My" or "I" refer to the participant. Your rights
under this certificate are nonforfeitable; i.e., your rights cannot be
taken away.

2. CAN THE PLAN AFFECT THE PROVISIONS OF THIS CERTIFICATE?

Yes. Since your purchase payments are made under the Plan, all or some of
your rights as described in this certificate are subject to the terms of
the Plan. You should consult the terms of the Plan document to determine
whether there are any Plan provisions which may limit or affect your rights
under this certificate. Such rights may, for example, relate to purchase
payments, withdrawals, transfers, the death benefit and income plan
options. Thus, if part of your account balance represents non-vested
employer contributions, you may not be permitted to withdraw these amounts
and the early withdrawal charge calculations may not include these amounts.
We may rely on the statements of the Administrator as to the terms of the
Plan. We will not be responsible for determining what your Plan says.

3. HOW ARE PURCHASE PAYMENTS ALLOCATED AND HOW MUCH MONEY CAN BE DEPOSITED
UNDER MY CERTIFICATE?

Annuity purchase payments may be made at any time while you are alive and
before the date income payments begin, and after we receive written
approval of such purchase payments from the Administrator. All purchase
payments should be sent to our designated office.

You choose how purchase payments are allocated among the Fixed Interest
Account and the investment divisions of the Separate Account. You may
change your allocation for new purchase payments by informing us in
writing. The change will be made upon receipt, unless you specify a later
date, which may be up to 30 days after we receive the request. Allocations
must be in whole number percentages (e.g., 33 1/3% cannot be chosen).

The lifetime maximum for all purchase payments (except for transfers or
rollovers) is $500,000. We may either return amounts which are above this
limit or agree to take them. We may change the maximum by telling you in
writing at least 90 days in advance.

2
<PAGE>

Sections 403(b) and 415 of the Code limit the annual and aggregate amounts
that may be deposited in 403(b) contracts. The purchase payments permitted
under this certificate may not exceed these limitations or the limitations
in Sections 402(g) and 457(c)(1) of the Code which apply to elective
deferrals under this certificate and all other contracts you have through
your employer.

We will not accept any purchase payments under this certificate while you
are withdrawing money under a systematic termination under item 6(h) below,
or after you have made a withdrawal based on termination of employment
under item 6(b) below.

4. CAN MY CERTIFICATE BE CANCELED?

If we do not receive purchase payments under your certificate for over 36
consecutive months and the account balance is less than $2,000, we may, if
permitted by law, cancel your certificate by paying you the full withdrawal
value as if you had asked for a full cash withdrawal.

5. WILL METLIFE ACCEPT TAX-DEFERRED AND AFTER-TAX PURCHASE PAYMENTS?

We will accept the following types of tax-deferred purchase payments, which
are not included in your gross income under the Code:

(a) Salary reduction elective deferrals--Purchase payments sent by your
-----------------------------------
employer under a salary reduction agreement with you.
(b) Required salary reduction non-elective deferrals--Purchase payments
------------------------------------------------
sent by your employer pursuant to a one-time irrevocable election of
salary reduction you made at the time you initially became eligible to
participate in the salary reduction agreement.
(c) Employer purchase payments--Purchase payments sent by your employer
--------------------------
that are not salary reductions.
(d) Direct Transfers and Direct Rollovers--Purchase payments resulting
-------------------------------------
from the tax-free direct transfer or direct rollovers of other 403(b)
annuity contracts or custodial accounts.

We will accept employee after-tax purchase payments and any other after-tax
purchase payments permitted under Section 403(b) of the Code.

6. CAN I OR THE ADMINISTRATOR MAKE WITHDRAWALS?

Yes, but only to the extent permitted under Federal income tax rules as
discussed in item 10 below.

If the Administrator tells us that this is necessary to apply the terms of
the Plan, any withdrawal will require a statement from the Administrator
verifying the amounts that you may withdraw ("verified amounts"). If the
Administrator tells us to remove amounts from your account balance and
tells us that such amounts are not verified amounts, we will do so.

3
<PAGE>

To request a withdrawal, you may contact our designated office. Any
withdrawal request must be signed by you and the Administrator and must
clearly state the account (and investment division, if any) from which the
withdrawal is to be made. The minimum withdrawal is $500 or your verified
amounts in account or division balance, if less. There are no restrictions
on withdrawals from any investment division.

If you make a partial withdrawal from the Fixed Interest Account, we will
first withdraw any amounts from those verified amounts that are purchase
payments in the Fixed Interest Account that can be withdrawn with no
withdrawal charge, then withdraw amounts from those verified amounts that
are purchase payments in the Fixed Interest Account subject to a withdrawal
charge (ignoring the 20% exemption provided below), and will then withdraw
other amounts from any verified amounts that are interest on such purchase
payments, in each case on a "first-in, first-out" (FIFO) basis. To
determine from what amounts a withdrawal is taken for tax purposes, we will
apply tax rules which may be different.

Withdrawals to make direct transfers to 403(b) contracts or accounts may be
made only as permitted by Federal income tax rules. Amounts subject to the
withdrawal restrictions described in item 10 may only be transferred to
contracts or accounts with the same or stricter restrictions.

While a loan is outstanding, you may not make any withdrawals that would
reduce your verified amounts in the Fixed Interest Account balance below
125% of any outstanding loan balance. Any outstanding loan balance will be
deducted from your Fixed Interest Account balance, to the extent permitted
by the withdrawal restrictions described in item 10, before payment of a
full withdrawal, income payments, or a death benefit. If the withdrawal
restrictions prevent this, no full withdrawal may be made.

Certificate withdrawal charges when they apply, are imposed on each
purchase payment in the Fixed Interest Account for the first five purchase
payment years as shown in the following table.

During Purchase Payment Year
1 2 3 4 5 6 & Beyond

7% 6% 5% 4% 3% 0%

To determine the withdrawal charge, we first treat your withdrawal from the
Fixed Interest Account as coming from verified amounts that are purchase
payments that can be withdrawn without a withdrawal charge, then from other
verified amounts that are purchase payments, and then from interest on such
purchase payments--in each case on a first-in, first-out basis. Once we
have determined the amount of the withdrawal charge (as explained below),
we will actually withdraw it from your verified amounts in the Fixed
Interest Account. In determining what the withdrawal charge is, we do not
include interest, although the actual money to pay the withdrawal charge
may come from interest.

4
<PAGE>

No certificate withdrawal charge will apply:

(a) To a withdrawal of verified amounts in the Fixed Interest Account made
while you are disabled (as defined under Section 72(m)(7) of the
Code).

(b) To any withdrawal of verified amounts from the Fixed Interest Account:
(1) as a result of your separation from service from the employer
sponsoring the Plan; or
(2) because of your retirement pursuant to the Plan's written
provisions of your employer's retirement plan, or after the tenth
certificate year (as verified in writing in a form acceptable to
us).

(d) To any withdrawal made under item 17 after your death.

(e) To any withdrawal made to provide income payments for life, or for a
period of five years or more if the payments cannot be accelerated.

(f) If the Plan is terminated and your verified amount in the Fixed
Interest Account balance is transferred to another one of our
annuities.

(g) To direct transfers to any funding vehicles pre-approved by us.

(h) To a full withdrawal of verified amounts from the Fixed Interest
Account, if you tell us of your intention to make such a withdrawal
and such withdrawal is paid annually over four years ("systematic
termination") as follows:
(1) 20% of your verified amounts in the Fixed Interest Account
balance upon receipt of the request (reduced by any partial
withdrawal from your verified amounts in the Fixed Interest
Account balance made in the same certificate year);
(2) 25% of your then current verified amounts in the Fixed Interest
Account balance one year later;
(3) 33 1/3% of your then current verified amounts in the Fixed
Interest Account balance two years later;
(4) 50% of your then current verified amounts in the Fixed Interest
Account balance three years later; and
(5) the remainder of your verified amounts in the Fixed Interest
Account balance four years later.

You may cancel the remaining withdrawal at any time, but if you do so,
any new systematic termination would be paid over a new four year
period. Full withdrawals from the Fixed Interest Account over fewer
than four years or for amounts in excess of the percentages shown
above will be subject to the withdrawal charges described above.

5
<PAGE>

Proof of these circumstances satisfactory to us must be given to us if we
ask for it.

In addition, withdrawals from the Fixed Interest Account in any certificate
year will be exempt from the withdrawal charge to the extent of: (i)
purchase payments to which withdrawal charges no longer apply, and (ii) any
extra amounts needed to make this exemption equal 20% of your verified
amounts in the Fixed Interest account balance less any outstanding loan
balance (including any interest incurred thereon) in any certificate year.
For example, if your Fixed Interest Account balance is $20,000, the maximum
amount that may be withdrawn from the Fixed Interest Account under this
provision in any certificate year (assuming no prior withdrawals during
that certificate year and there is no outstanding loan balance) is $4,000
(i.e., 20% of $20,000). If the maximum amount is withdrawn on the first
withdrawal, no further withdrawals from the Fixed Interest Account are
permitted under this provision during that certificate year. If less than
the maximum amount is taken on the first withdrawal (say $2,000 or 10% of
your Fixed Interest Account balance), then subsequent withdrawals without a
withdrawal charge during the certificate year will be permitted. If at the
time of the next withdrawal within the same certificate year your Fixed
Interest Account balance is $19,000, then the maximum additional amount
that may be withdrawn under this provision is $1,900 (i.e., 10% of
$19,000). Thus, in this example, there would have been two withdrawals of
10% each for a total of 20% during the certificate year. Any withdrawal of
amounts from the Fixed Interest Account in excess of the 20% per
certificate year is subject to the withdrawal charges described above.

For partial withdrawals from the Fixed Interest Account, we pay you what
you ask for provided such amount is eligible for withdrawal and reduce the
Fixed Interest Account balance by a larger amount, as follows: the amount
to which no withdrawal charge applies, plus the amount to which a
withdrawal charge applies divided by 100% minus the percentages shown above
(so that if the percentage shown is 7% we divide by 93%). For full
withdrawals from the Fixed Interest Account, we multiply each amount to
which the withdrawal charge applies by the percentages shown above, keep
the resulting amount as a withdrawal charge and pay you the rest. If your
verified amounts in the Fixed Interest Account balance are not sufficient
to allow us to make a partial withdrawal and deduct the withdrawal charge,
we will treat your request as a request for a full withdrawal.

Example of Withdrawals
----------------------

Assume four purchase payments of $2,000 each allocated 50% to the Fixed
Interest Account, 50% to the Growth Division of the Separate Account and
that the 20% free withdrawal had been taken previously. Further, assume
withdrawal charge percentages of 0%, 3%, 5% and 7% respectively; and a
balance of $5,380 in the Fixed Interest Account. Assume no transfer or
exchange purchase

6
<PAGE>

payments. Finally, it is assumed that the distribution is subject to the
Federal 20% withholding requirement. You now ask for $2,000 from the
Fixed Interest Account.

To determine the charge, we first take the $1,000 purchase payment in the
Fixed Interest Account that can be withdrawn with no charge. We then take
$1,000 from the second Fixed Interest Account purchase payment (with a 3%
withdrawal charge) and divide this $1,000 by 97%. The result is $1,030.93.
Since the total of these two numbers is $2,030.93, and you asked for
$2,000, the extra $30.93 is the withdrawal charge. We take both the $2,000
and the $30.93 from the Fixed Interest Account. Your Fixed Interest
Account balance is now $3,349.07.

If you then take a full withdrawal from the Fixed Interest Account, we
multiply the third $1,000 purchase payment in the Fixed Interest Account by
5% ($50), and the fourth $1,000 purchase payment in the Fixed Interest
Account by 7% ($70). No charge applies to the interest. Thus, we withdraw
$120 as the withdrawal charge, and pay you the remaining $3,229.07.

7. WHAT IS THE FIXED INTEREST ACCOUNT AND HOW IS INTEREST CREDITED TO IT?

Interest on amounts allocated to the Fixed Interest Account will be
credited from the date they are received at our designated office or
transferred from the Separate Account. Interest will be credited on amounts
in the Fixed Interest Account until the earliest of: (a) withdrawal because
of your death (or your spouse's if he or she continues the certificate),
(b) the dates the amounts are withdrawn or transferred to the Separate
Account, or (c) the date you start to receive income payments.

Thereafter, we will set interest rates for these amounts (and earnings on
them) on or before the first day of each certificate year to be credited
through the last day of such year.

We may credit a different interest rate on direct transfers and direct
rollovers under item 5(d) than we do on other purchase payments and on
transfers from the Separate Account. The rates for new purchase payments
and transfers from the Separate Account may be different than the rates
credited on amounts already in the Fixed Interest Account. The rates may
also vary depending on the amount of your account balance. None of our
Fixed Interest Account interest rates will ever be less than 3%.

The interest rates we declare are "annual effective yields". The actual
rates we use on a day-to-day basis are slightly lower, but, if the purchase
payment is left in your certificate for a full year, it will grow by the
full amount on the interest rate we declared, because we compound interest
daily.

7
<PAGE>

8. WHAT IS THE SEPARATE ACCOUNT AND HOW DOES IT OPERATE?

It is Metropolitan Life Separate Account E, an investment account we
maintain separate from our other assets.

The Separate Account is divided into investment divisions, each of which
buys shares in a corresponding portfolio or series of the Funding Options.
Thus, the Separate Account does not invest directly in stocks, bonds, etc.,
but leaves such investments to the Funding Options to make. The Funding
Options are also bought by other separate accounts of ours, our affiliates
and other insurance companies.

We keep track of each investment division of the Separate Account
separately, using accumulation units. When you put money into an
investment division, we give you accumulation units. When you take money
out of the investment division, we reduce the number of your accumulation
units. In either case, the number of accumulation units you gain or lose
is determined by taking the dollar amount of the purchase payment, transfer
or withdrawal and dividing it by the value of an accumulation unit at the
time of the transaction. Thus, if you transfer in $5,000, and the value of
an accumulation unit is $100, you will get 50 accumulation units.

Initially, we set the value of each accumulation unit. At the end of each
valuation period, we then revise it by taking the net asset value of a
share in the applicable Funding Options portfolio or series at the end of
the valuation period, add any Funding Options dividend or capital gain
distribution during the valuation period, subtract any per share charge for
taxes and reserves for taxes, and divide this total by the net asset value
of a share of the same portfolio or series at the start of the valuation
period. Then we subtract a charge not to exceed .000025905 per day (an
effective annual rate of .95%) for administrative expenses and mortality
and expense risks we assume under the certificate. This calculation
results in a factor that we multiply the previous accumulation unit value
by in order to determine the new accumulation unit value.

A valuation period is the period between one calculation of an accumulation
unit value and the next calculation. Normally, we calculate accumulation
units once each day the New York Stock Exchange is open for trading, but we
can delay this determination if an emergency exists, making valuation of
assets in the Separate Account not reasonably practicable, or the
Securities and Exchange Commission permits such deferral. We may change
when we calculate the accumulation unit value by giving you 30 days notice,
to the extent permitted by law.

Amounts added to the Separate Account will be credited as of the end of the
valuation period during which we receive them at our designated office or
they are transferred from the Fixed Interest Account. Additions to or
withdrawals from an investment division may only be made as of the end of a
valuation period.

8
<PAGE>

We may make certain changes to the Separate Account if we think they would
best serve the interests of participants in or owners of similar contracts
or would be appropriate in carrying out the purposes of such contracts.
Any changes will be made only to the extent and in the manner permitted by
applicable laws. Also, when required by law, we will obtain your approval
of the changes and approval from any appropriate regulatory authority.

Examples of the changes to the Separate Account that we may make include:

o To transfer any assets in an investment division to another investment
division, or to one or more other separate accounts, or to our general
account; or to add, combine, or remove investment divisions in the
Separate Account.

o To substitute, for the Funding Options shares held in any investment
division, the shares of another class of the Metropolitan Series Fund,
Inc. or the shares of any other investment permitted by law.

If any changes result in material change in the underlying investments of
an investment division to which an amount is allocated under the
certificate, we will notify you of the change. You may then make a new
choice of investment divisions.

9. CAN MONEY BE TRANSFERRED WITHIN THIS CERTIFICATE?

Yes. Transfers can be made between investment divisions of the Separate
Account, from an investment division to the Fixed Interest Account or from
the Fixed Interest Account to an investment division. However, only one
transfer per certificate year can be made from the Fixed Interest Account
to the Separate Account and only up to the greater of the amount of Loan
Collateral released as the loan is repaid from the Fixed Interest Account
during the certificate year or 20% of the Fixed Interest Account balance
(less any outstanding loan balance) may be transferred. While a loan is
outstanding, you may not make any transfer that would reduce your verified
amounts in the Fixed Interest Account balance below 125% of the outstanding
loan balance. You can make a transfer by making a written request at our
designated office or by telephone.

If you make a transfer from the Fixed Interest Account, we will determine
which purchase payments and interest to take it from as if it was a
withdrawal from the certificate except that we will treat all amounts as
verified amounts. If you transfer money from the Fixed Interest Account to
the Separate Account and then you transfer money from the Separate Account
to the Fixed Interest Account (or from the Separate Account to the Fixed
Interest Account and then from the Fixed Interest Account to the Separate
Account) within 12 months, this will be treated as a return of the same
money (whether or not it really is). Thus, after the transfer into the
Fixed Interest Account, it will earn the same interest rate that it would
have been earning had neither transfer ever taken place. Any amounts in
excess of the original transfer and any amounts transferred back to the
Fixed Interest Account

9
<PAGE>

more than 12 months after the first transfer will be treated as a new
purchase payment to the Fixed Interest Account and will earn the current
interest rate for new purchase payments.

10. HOW DO FEDERAL INCOME TAX RULES AFFECT MY CERTIFICATE?

These rules affect your certificate in several ways:

(a) Purchase payments are not included in your gross income and,
therefore, are not currently taxable. The earnings on these purchase
payments are also tax-deferred.

(b) Salary reduction elective deferral purchase payments after December
31, 1988 and the earnings credited to those purchase payments cannot
be withdrawn until you attain age 59 1/2, retire, terminate
employment, become disabled as defined in Code Section 72(m)(7), or
die. This restriction also applies to earnings after December 31,
1988 on amounts attributable to your pre-1989 elective deferral
purchase payments. We are required by the Code to prohibit these
withdrawals, except as noted in this item 10(b) below.

To the extent that we are required to apply the withdrawal
restrictions of Code Section 403(b)(7)(A)(ii) to balances transferred
on a non-taxable basis into this certificate, we will do so.

(c) You must start to receive your account balance no later than April 1
of the calendar year following the calendar year in which you reach
age 70 1/2. If you attained age 70 1/2 before January 1, 1988, you do
not have to start to receive your account balance until April 1 of the
calendar year following the year in which you retire. Payment must be
in a lump-sum or in equal or substantially equal payments over a
period not exceeding: (i) your lifetime; (ii) your life expectancy;
(iii) the joint lifetimes of you and your beneficiary; or (iv) the
joint life expectancy of you and your beneficiary. If your beneficiary
is not your spouse and has a longer life expectancy than you, Federal
income tax rules may require payment over a shorter period than shown
in (iii) and (iv) above. Withdrawals must be made in accordance with
Code Section 401(a)(9) and the regulations thereunder, including
Regulation 1.401(a)(9)-2. Any withdrawal or income option under this
certificate which is inconsistent with Code Section 401 (a)(9) is not
valid.

(d) In order to preserve the status of your certificate as a 403(b)
annuity, we have the right to amend this certificate to make it comply
with Federal income tax rules. We will notify you of any amendments
and when required by law, we will obtain the approval of the
appropriate regulatory authority.

10
<PAGE>

We will refund all or part of your account balance, if necessary, to
maintain your certificate as a 403(b) annuity. If we make such refunds or
payments, we will adjust your account balance accordingly. Withdrawal
charges will not apply.

(e) For distributions made after 1992, notwithstanding any provision of
this certificate to the contrary that would otherwise limit an
election under this provision, you (or your surviving spouse or former
spouse who is an alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code), hereinafter referred
to as distributee, may elect at the time and in the manner prescribed
by MetLife as payor (and if applicable, the Plan Administrator) to
have any portion of an eligible rollover distribution paid directly to
an eligible retirement plan you specify in a direct rollover. A
direct rollover is a payment of an eligible rollover distribution
under this certificate to the eligible retirement plan specified by
the distributee. An eligible rollover distribution from this
certificate is the taxable portion of any distribution to you, except
that an eligible rollover distribution does not include the following:
(a) any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the
life (or life expectancy of the distributee or the joint lives or
joint life expectancies) of the distributee and his or her designated
beneficiary; (b) any distribution that is one of a series of
substantially equal periodic payments (not less frequently than
annually) for a specified period of 10 years or more; (c) any
distribution to the extent such distribution is required under Section
401(a)(9) of the Code; or (d) the portion of any distribution that is
not includible in gross income. An eligible retirement plan is an
individual retirement account as described in Section 408(a) of the
Code, an individual retirement annuity as described in Section 408(b)
of the Code, a tax-sheltered annuity as described in Section 403(b) of
the Code, that accepts your eligible rollover distribution. However,
in the case of an eligible rollover distribution to your surviving
spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.

11. MAY I ASSIGN THIS CERTIFICATE, OR USE IT AS COLLATERAL FOR A LOAN?

No. In order to qualify as a 403(b) annuity, your certificate is not
transferable. Your certificate may not be sold, assigned, discounted or
pledged as collateral for a loan. You are permitted to borrow amounts from
your Fixed Interest Account balance within specified limits as described
below (see item 12).

11
<PAGE>

12. MAY I BORROW MONEY UNDER MY CERTIFICATE?

Yes, subject to the approval of the Administrator, from the Fixed Interest
Account balance only. The amount that is available for you to borrow will
be determined based on your entire 403(b) account balance as described
below. Loans are only available before income payments begin. How much
you can borrow, how quickly you must repay it and various other
restrictions are subject to Federal income tax requirements, which may
change from time to time. Our loan application will tell you about the
restrictions that apply at the time you apply for a loan. Loans will not
be allowed for terms of less than one year or more than five years (15
years for the purchase of a principal residence).

The total amount of loans outstanding at any time may not exceed the lesser
of $50,000 (reduced by the highest outstanding loan balance of all loans
from all plans of the employer during the 1 year period ending on the day
before the date of the loan); or 50% of your account balance. However, to
the extent permitted by law, we may permit loans not to exceed 80% if your
account balance is less than $12,500 or not to exceed $10,000 if your
account balance is between $12,500 and $20,000). We do not permit loans
under $1,000.

Furthermore, the maximum amount you may borrow from the Fixed Interest
Account will be affected by the amount of Loan Collateral you pledge as
security for the loan.

Your existing loan interest rate will change whenever the difference
between your existing rate and the new loan interest rate in effect on that
anniversary is equal to or more than 1/2 percent. The adjusted loan
interest rate applicable for the following year will never exceed the
higher of: (a) the Moody's rate as determined above, and (b) the current
annualized interest rate used to determine the cash value of this contract
plus one percent.

When we make your loan, your certificate's account balance will not be
reduced. Instead, the portion of your Fixed Interest Account balance
(determined on a first-in, first-out basis) from verified amounts that are
purchase payments first and then interest on such purchase payments equal
to the outstanding loan will no longer earn the declared interest rates,
but instead will earn 2% less than the rate we charge on the loan.

A non-refundable loan application fee of $25.00 will be charged for each
loan application.

12
<PAGE>

The loan must be repaid at least quarterly in substantially level payments
of principal and interest.

If you fail to pay on any loan repayment when it is due, we will treat it
as a taxable distribution to you at the time of the default and withdraw
the amount in default from your account balance, to the extent permitted by
Federal income tax rules. If we cannot withdraw the defaulted loan amount
because of Code restrictions, the loan amount will continue to accrue
additional interest until the withdrawal can be made. Such additional
interest will be treated as a taxable distribution to you, and reported for
the calendar year during which such additional interest is charged.

Any default that is reported as a taxable distribution may be subject to an
additional tax penalty for withdrawals before age 59 1/2.

Notwithstanding anything in this certificate to the contrary, the terms of
the loan are governed by Section 72(p) of the Code and any rules and
regulations issued thereunder.

Only one loan may be outstanding on your certificate at any time, unless we
agree to allow more than one loan.

We reserve the right to delay allowing any loan for up to six months. We
do not intend to do this except in an extreme emergency.

13. ARE DIVIDENDS PAYABLE UNDER MY CERTIFICATE?

No, your certificate is nonparticipating and does not share in any
distribution of our surplus. All of our additions to your account balance
will be made as earnings.

14. ARE ADMINISTRATIVE FEES DEDUCTED FROM MY CERTIFICATE?

No, we charge no administrative fees.

15. HOW CAN I GET INFORMATION ABOUT MY CERTIFICATE AND ITS VALUE?

At least twice each certificate year (except for the first certificate
year), before income payments start, we will send you a statement with
details on purchase payments, values, withdrawals, and other information
about your certificate.

If you need information at other times, please tell us.

Anytime you or the Administrator have to tell us something (e.g., to
request additional information, to make transfers, to change your
allocation for new purchase payments, to make withdrawals), you or the
Administrator must send written notice to our designated office unless we
have set up some other procedure, such as notice by telephone.

13
<PAGE>

16. CAN METLIFE GUARANTEE ME AN INCOME FOR AS LONG AS I LIVE OR FOR A WIDE
CHOICE OF OTHER PERIODS?

Yes. You can receive annuity income payments guaranteed for life on a
monthly, quarterly, semiannual or annual basis. These annuity payments may
also be guaranteed for at least five years, but not beyond your life
expectancy or the joint life expectancy if there is more than one payee.

Other payment programs which provide payments for a stated amount or a
stated number of years are also available to the extent permitted by
Federal income tax rules. The amount of each payment under an annuity must
be at least $50.

You may begin receiving annuity income payments at any date you choose
after the certificate date if you tell us at least 30 days in advance
(subject to the provisions of item 10). We will send you information and
the necessary forms to sign, upon receipt of your request at our designated
office. Once annuity income payments start, you will not be able to make
cash withdrawals or change the choice of annuity payment.

We will automatically send you information about payment programs when you
attain age 70. If you do not choose an income plan, make a full cash
withdrawal, or start to receive partial withdrawals in a manner that
satisfies the Code by April 1 following the calendar year you attain age 70
1/2, we will automatically start annuity income payments on that date, for
your lifetime with a guarantee that payments will be made for at least 10
years.

If your date of birth is not correct on the application for your
certificate, we will adjust the annuity income payments to agree with your
correct age. If we have already made any payments that were wrong, we will
increase or decrease future payments to pay or recover the difference, plus
interest at 6%. We may require that you provide proof of age when annuity
income payments are to start. We may also require proof that you are still
alive on the due date of each annuity income payment.

17. WHAT HAPPENS IF I DIE BEFORE INCOME PAYMENTS START OR BEFORE THE DATE
DISTRIBUTIONS ARE REQUIRED TO BE MADE?

If you name no contingent beneficiary (or none is alive when you die), we
will pay 100% to your spouse, if any and if living, otherwise to your
estate. If your estate or other non-natural person becomes entitled to
payment, we will pay the entire death benefit in a lump sum to such person.
Payment to more than one beneficiary or more than one contingent
beneficiary will be in equal shares unless you specify otherwise.

14
<PAGE>

The entire death benefit under this certificate must be distributed in a
single sum by no later than the end of the calendar year which includes the
fifth anniversary of your death. If, however, your beneficiary is a natural
person, your beneficiary may choose an income plan for life or for a period
of years not more than his or her life expectancy. The income payments must
begin by the end of the calendar year following your death. If Treasury
Regulations allow, we may permit our payments to start later.

If your beneficiary is your spouse, then your spouse may continue your
certificate as participant until the end of the calendar year that you
would have reached age 70 1/2 at which time, he or she must begin to
receive income payments under an income plan over his or her lifetime or
over a period not exceeding his or her life expectancy. Your spouse cannot
make any purchase payments to the certificate.

After payments start, we may require proof that the payee is alive on the
due date of each income payment.

The death benefit is the greatest of:

a. The entire verified amounts in your account balance less any
outstanding loan balance as of the date we receive proof of death and
a properly completed claim form (no withdrawal charge will apply and
no administrative fee will be deducted), or
b. The total purchase payments that are verified amounts made less any
outstanding loan balance and any partial withdrawals, or
c. The highest verified amounts in your account balance as of the end of
the calendar year in which any prior quinquennial (5th, 10th, 15th,
etc.) certificate anniversary occurs, less any later partial
withdrawals, charges and less any outstanding loan balance.

18. WHAT HAPPENS IF I DIE AFTER INCOME PAYMENTS START OR AFTER THE DATE THAT
REQUIRED DISTRIBUTIONS HAVE BEGUN?

After we receive proof of death and a properly completed claim form, income
payments will continue to your beneficiary (even if the beneficiary is your
spouse) for the balance of the guaranteed period, if any, for the income
plan you chose. If the guaranteed period has already ended, no further
payments will be made. If your estate (or other non-natural person)
becomes entitled to payment, we will pay the value of any remaining
payments, computed as of the date of death using the interest rate we use
to set those payments, in a lump-sum to such entity. Payments to your
beneficiary must be made at least as rapidly as under the method of
distribution being used at the time of your death.

19. WHO IS MY BENEFICIARY AND MAY I CHANGE MY BENEFICIARY?

15
<PAGE>

contingent beneficiaries are named, or if none is alive at your death, we
will pay any benefits to your estate.

After income payments start, you may change the beneficiary for any future
guaranteed income payments. If the payment is being made over two
lifetimes and the other person survives you, he or she can change the
beneficiary. The name of any person over whose life payment is being made
cannot be changed.

20. HOW ARE INCOME PAYMENTS THAT ARE GUARANTEED FOR LIFE CALCULATED?

Life income payments are calculated as shown on page 17. As required by
law, this shows the lowest payments that we could ever make--we expect our
actual payments to be higher.

Actual payments will not be less than those we would provide to a person in
the same class under a single payment immediate annuity bought with an
equal amount at the time annuity payments start.

21. CAN I ARRANGE FOR A SPECIFIC INCOME PLAN FOR MY BENEFICIARY TO TAKE EFFECT
AFTER I DIE?

Yes. You can choose an income plan for your beneficiary which we will
honor at your death, unless you are already receiving income payments at
that time.

22. CAN I MAKE TAX FREE TRANSFERS FROM OTHER METLIFE 403(B) CONTRACTS OR
CERTIFICATES I OWN TO THIS CERTIFICATE?

Yes, if both you and we agree. If agreed to and you do make a tax-free
transfer as described in item 5(d), we will, for purposes of certificate
withdrawal charges, credit your purchase payments with the time you held
them under our other contracts and certificates prior to the time they were
transferred.

23. DOES MY CERTIFICATE CONTAIN ALL THE PROVISIONS THAT MAKE UP MY ENTIRE
CONTRACT WITH METLIFE?

Yes, your certificate and any riders and endorsements included in it make
up your entire contract with us. We will never contest the validity of
this certificate. Changes in its provisions may only be made in writing by
our President, Secretary, or a Vice-President. No provision may be waived
or changed by any of our other employees, representatives or agents.
Nothing in the group contract under which this certificate was issued takes
away or reduces any of your rights under this certificate or under any law
that applies to it.

16
<PAGE>

TABLE OF VALUES
Minimum Fixed Interest Account Balance
AGE 45
For a Certificate without any partial withdrawals or outstanding loans
Basis: $1,000 annual purchase payment allocated to the Fixed Interest Account at
the beginning of each year.
Values are not proportional for other purchase payments.
<TABLE>
<CAPTION>

TABLE A TABLE B
End of Minimum Guaranteed Guaranteed
Certificate Account Minimum Account Minimum Monthly
Year Balance Withdrawal Income At Age
Value Unisex
<S> <C> <C> <C>
1 $ 1,030.00 $ 1,000.00 $ 10.26
2 $ 2,090.90 $ 2,000.00 $ 20.22
3 $ 3,183.63 $ 3,035.47 $ 29.89
4 $ 4,309.14 $ 4,123.62 $ 39.28
5 $ 5,468.41 $ 5,252.16 $ 48.40
6 $ 6,662.46 $ 6,422.44 $ 57.25
7 $ 7,892.34 $ 7,642.34 $ 65.84
8 $ 9,159.11 $ 8,909.11 $ 74.18
9 $10,463.88 $10,213.88 $ 82.28
10 $11,807.80 $11,557.80 $ 90.14
11 $13,192.03 $12,942.03 $ 97.78
12 $14,617.79 $14,367.79 $105.19
13 $16,086.32 $15,836.32 $112.38
14 $17,598.91 $17,348.91 $119.37
15 $19,156.88 $18,906.88 $126.15
16 $20,761.59 $20,511.59 $132.74
17 $22,414.44 $22,164.44 $139.13
18 $24,116.87 $23,866.87 $145.34
19 $25,870.37 $25,620.38 $151.36
20 $27,676.49 $27,426.49 $157.22
AGE 60 $19,156.88 $18,906.88 $126.15
AGE 65 $27,676.49 $27,426.49 $157.22
AGE 70 $37,553.04 $37,303.04 $184.01

</TABLE>
The guaranteed minimum interest rate used to determine the values shown above is
3%. Values during the year will include interest for the completed part of the
year.

All values assume that all amounts are verified amounts. The guaranteed minimum
account withdrawal values shown above equal the comparable minimum account
balances minus a withdrawal charge. The withdrawal charge does not exceed 7%
and does not apply to any purchase payment after five years from our receipt of
the purchase payment.

Certificate values will never be less than the minimum benefits required by the
law of the state where this certificate is delivered. On request, we will
provide the method of computation and values for years not shown.

The guaranteed minimum monthly income in Table B is the minimum amount we would
pay over your lifetime with a guaranteed payment period of 10 years, if you make
no purchase payments after the year shown and you begin payments at that age.
This and other income plans that you may choose are described in item 16. To
compute minimum payments we use an interest rate of 3% and the 1983 Individual
Mortality Table a (Metropolitan Adjusted).

17
<PAGE>

INDEX
<TABLE>
<CAPTION>

Subject Q&A #(s) Page(s)
- ------- -------- ---------
<S> <C> <C>

Administrative Fees 14 13
Assignment 11 11
Beneficiary 19 15
Cancellation 4 3
Computation of Values 20 16
Contract and Authority 23 16
Death Benefit 17, 18 14, 15
Definitions 1 1
Purchase payments 3, 5 2, 3
Dividends 13 13
Exchanges 22 16
Fixed Interest Account 7 7
Income Payments 16, 21 14, 16
Information We Give You 15 13
Loans 12 12
Plan Restrictions 2 2
Separate Account and Investment Divisions 8 8
Tax Rules 10 10
Transfers 9 9
Transfer from Other MetLife Contracts 22 16
Withdrawals 6 3
</TABLE>
NOTICE

When you write to us, please give us your name, address and certificate number.

Please notify us promptly of any address changes. We will write to you at your
last known address.

Checks, drafts or money orders must be drawn to the order of MetLife. All
payments must be made in U.S. currency.

PLEASE READ THIS CERTIFICATE CAREFULLY

MULTIFUNDED ANNUITY CERTIFICATE

ALL VALUES PROVIDED BY THIS CERTIFICATE WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT.

<PAGE>

EXHIBIT (4)(b)(vii)

[LOGO] METLIFE(R)

METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State)
One Madison Avenue--New York, New York 10010-3690

MULTIFUNDED ANNUITY CERTIFICATE

CERTTIFICATE DATE April 15, 1994

DATE FIRST CERTIFICATE YEAR ENDS December 31, 1994

PARTICIPANT'S NAME John Smith

CERTIFICATE NUMBER S123456789

GROUP ANNUITY CONTRACT Trustee of the OEA Choice Personal Benefits
Trust

INITIAL ADMINISTRATIVE FEE $20 (See item 13)

ALL VALUES PROVIDED BY THIS CERTIFICATE WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT. AVAILABLE SEPARATE ACCOUNT INVESTMENT DIVISIONS AS OF THE CERTIFICATE
DATE ARE: THE METROPOLITAN GROWTH, INCOME, DIVERSIFIED, AGGRESSIVE GROWTH,
INTERNATIONAL STOCK AND STOCK INDEX DIVISIONS; THE FIDELITY GROWTH, OVERSEAS,
EQUITY-INCOME, INVESTMENT GRADE BOND, MONEY MARKET AND ASSET MANAGER DIVISIONS;
AND THE CALVERT SOCIALLY RESPONSIBLE AND ARIEL DIVISIONS. A DESCRIPTION OF EACH
OF THESE DIVISIONS IS INCLUDED IN THE PROSPECTUS.

10-DAY RIGHT TO EXAMINE

/s/ Joseph A. Reali /s/ T. Athanassiades

Joseph A. Reali Ted Athanassiades
Vice-President & Secretary President & Chief Operating Officer
Cover Page

G.4333-9A
<PAGE>

1. WHAT DO THE BASIC TERMS IN MY CERTIFICATE MEAN?

"Account Balance" is the entire amount we hold under this certificate for
you.

"Certificate Year" for the first year is measured from the certificate date
and continues to the date specified on the cover page. Each new
certificate year begins the next day. For example, if the certificate date
is May 15, 1995 and if the first certificate year ends March 31, 1996, the
second certificate year begins April 1, 1996 and ends on March 31, 1997.
The certificate anniversary will be May 15th.

"Code" means the Internal Revenue Code.

"Deposit" refers to money received in your certificate whether sent by your
employer or under a transfer or exchange.

"Deposit Year" for any deposit, for the first year, is measured from the
date we receive it in our designated office and continues until the last
day of the month in which the anniversary of such receipt occurs. Each new
deposit year begins on the first day of the next month (this works much
like certificate years, except that deposit years are determined separately
for each deposit).

"Designated Office" is the administrative office servicing your
certificate. It is currently the Pension and Savings Center, Metropolitan
Life Insurance Company, 1125 17th Street, 8th Floor, Denver, CO 80201-
6516. If we change it, we will tell you.

"Funding Options" refer to the Metropolitan Series Fund, Inc., the Calvert
Socially Responsible Series, the Calvert Ariel Appreciation Portfolio II,
and Fidelity's Variable Insurance Products Fund and Variable Insurance
Products Fund II. All are either mutual funds or series of mutual funds
used only for insurance and annuity contracts such as this one. The
Metropolitan Series Fund and Fidelity's Variable Insurance Products Fund
and Variable Insurance Products Fund II are divided into portfolios each of
which has its own investment objectives.

"We", "Us", and "Our" refer to Metropolitan Life Insurance Company.

"You", "Your", "Me", "My" or "I" refer to the participant. Your rights
under this

1
<PAGE>

certificate are nonforfeitable; i.e., your rights cannot be taken away.

2. HOW ARE DEPOSITS ALLOCATED AND HOW MUCH MONEY CAN BE DEPOSITED UNDER MY
CERTIFICATE?

Annuity deposits may be made at any time while you are alive and before the
date income payments begin, and after we receive written approval of such
deposits from the Administrator. All deposits should be sent to our
designated office.

You choose how deposits are allocated among the Fixed Interest Account and
the investment divisions of the Separate Account. You may change your
allocation for new deposits by telling us. The change will be made upon
receipt, unless you specify a later date, which may be up to 30 days after
we receive the request. Allocations must be in whole number percentages
(e.g., 33 1/3% cannot be chosen).

The lifetime maximum for all deposits is $500,000. We may either return
amounts which are above this limit or agree to take them. We may change the
maximum by telling you in writing at least 90 days in advance.

Sections 403(b) and 415 of the Code limit the annual and aggregate amounts
that may be deposited in 403(b) contracts. The deposits permitted under
this certificate may not exceed these limitations or the limitations in
Sections 402(g) and 457(c)(1) of the Code which apply to elective deferrals
under this certificate and all other contracts you have through your
employer.

We will not accept any deposits under this certificate while you are
withdrawing money under a systematic withdrawal under item 5(i) below, or
after you have made a withdrawal based on termination of employment under
item 5(b) below.

3. CAN MY CERTIFICATE BE CANCELED?

If we do not receive deposits under your certificate for over 36
consecutive months and the account balance is less than $2,000, we may, if
permitted by law, cancel your certificate by paying the full withdrawal
value as if you had asked for a full cash withdrawal.

4. WILL METROPOLITAN ACCEPT TAX-DEFERRED AND AFTER-TAX DEPOSITS?

We will accept the following types of tax-deferred deposits, which are not
included in your gross income under the Code:
(a) Salary reduction elective deferrals--Deposits sent by your employer
-----------------------------------
under a salary reduction agreement with you.
(b) Required salary reduction non-elective deferrals--Deposits sent by
------------------------------------------------
your employer pursuant to a one-time irrevocable election of salary
reduction you made at the time you initially became eligible to
participate in the

2
<PAGE>

salary reduction agreement.
(c) Employer contributions--Deposits sent by your employer that are not
----------------------
salary reductions.
(d) Transfers and Exchanges--Deposits resulting from the tax-free transfer
-----------------------
or exchange of other 403(b) annuity contracts or custodial accounts.

We will not accept employee after-tax deposits or any other after-tax
deposit.

5. CAN I MAKE WITHDRAWALS?

Yes, but only to the extent permitted under Federal income tax rules as
discussed in item 9 below.

To request a withdrawal, you may contact our designated office. Any
withdrawal request must be signed by you and must clearly state the account
(and investment division, if any) from which the withdrawal is to be made.
The minimum withdrawal is $500 or your entire account balance, if less.

If you make a partial withdrawal from an investment division or the Fixed
Interest Account, we will first withdraw any amounts from deposits that can
be withdrawn with no withdrawal charge, then withdraw amounts from deposits
subject to a withdrawal charge (ignoring the 20% exemption provided below),
and will then withdraw other amounts from any earnings on such deposits, in
each case on a "first-in, first-out" (FIFO) basis. To determine from what
amounts a withdrawal is taken for tax purposes, we will apply tax rules
which may be different.

Withdrawals to make direct transfers to 403(b) contracts or accounts may be
made only as permitted by Federal income tax rules. Amounts subject to the
withdrawal restrictions described in item 9 may only be transferred to
contracts or accounts with the same or stricter restrictions. We need not
allow more than two direct transfers to other 403(b) contracts or accounts
in any certificate year.

While a loan is outstanding, you may not make any withdrawals that would
reduce your Fixed Interest Account balance below 125% of any outstanding
loan balance. Any outstanding loan balance will be deducted from your
Fixed Interest Account balance, to the extent permitted by the withdrawal
restrictions described in item 9, before payment of a full withdrawal,
income payments, or a death benefit. If the withdrawal restrictions
prevent this, no full withdrawal may be made.

Certificate withdrawal charges are imposed on each deposit for the first
seven deposit years as shown in the following table:

3
<PAGE>

-----------------------------------------------------
During Deposit Year
1 2 3 4 5 6 7 8 & Beyond
7% 6% 5% 4% 3% 2% 1% 0%
-----------------------------------------------------

To determine the withdrawal charge, we treat the certificate as if it were
a single account, and ignore both your actual allocations and what account
or division the withdrawal is actually coming from. To do this, we first
treat your withdrawal as coming from deposits that can be withdrawn without
a withdrawal charge, then from other deposits, and then from earnings on
such deposits--in each case on a first-in, first-out basis. Once we have
determined the amount of the withdrawal charge (as explained below), we
will actually withdraw it from each account and investment division in the
same proportion as the withdrawal that is being made. In determining what
the withdrawal charge is, we do not include earnings, although the actual
money to pay the withdrawal charge may come from earnings.

No certificate withdrawal charge will apply:

(a) To a full withdrawal made while you are disabled (as defined under the
Federal Social Security laws).

(b) To any full withdrawal as a result of your separation from service.

(d) To any withdrawal made under item 16 after your death.

(e) To any withdrawal made to provide income payments for life, or for a
period of five years or more if the payments cannot be accelerated.

(f) To any withdrawal that is the result of an unforeseen hardship
encountered by you (as verified in writing in a form acceptable to
us).

(g) To direct transfers to any funding vehicles pre-approved by us.

(h) To a full withdrawal, if you tell us of your intention to make such a
withdrawal and such withdrawal is paid annually over four years
("systematic withdrawal") as follows:
(1) 20% of your account balance upon receipt of the request (reduced
by any partial withdrawal from your account balance made in the
same certificate year);
(2) 25% of your then current account balance one year later;
(3) 33 1/3% of your then current account balance two years later;
(4) 50% of your then current account balance three years later; and
(5) the remainder of your account balance four years later.

4
<PAGE>

You may cancel the remaining withdrawal at any time, but if you do so,
any new systematic withdrawal would be paid over a new four year
period. Full withdrawals over fewer than four years or for amounts in
excess of the percentages shown above will be subject to the
withdrawal charges described above.

(j) For the Fixed Interest Account only, if we agree in writing that none
will apply.

In addition, withdrawals in any certificate year will be exempt from the
withdrawal charge to the extent of: (i) those amounts, if any, that can be
withdrawn without a withdrawal charge, and (ii) any extra amounts needed to
make the exemption equal 20% of your account balance. For example, assume
your account balance is $20,000 and no prior withdrawals during the
certificate year have been made. You now ask for a withdrawal of $2,000
(i.e.,10%). This entire amount may be withdrawn without a withdrawal
charge. If you then ask for another withdrawal in the same certificate
year and at that time your account balance is $19,000, the maximum
additional amount that may be withdrawn without a withdrawal charge is
$1,900 (i.e., 10%) for a total of 20% withdrawn during the certificate
year.

For partial withdrawals, we pay you what you ask for provided such amount
is eligible for withdrawal and reduce the account balance by a larger
amount, as follows: the amount to which no withdrawal charge applies, plus
the amount to which a withdrawal charge applies divided by 100% minus the
percentages shown above (so that if the percentage shown is 7% we divide by
93%). For full withdrawals, we multiply each amount to which the
withdrawal charge applies by the percentages shown above, keep the
resulting amount as a withdrawal charge and pay you the rest. If your
account balance in any investment division or account is not sufficient to
allow us to make a partial withdrawal and deduct the withdrawal charge, we
will treat your request as a request for a full withdrawal.

Example of Withdrawals
----------------------

Assume four deposits of $2,200 each allocated 50% to the Fixed Interest
Account and 50% to the Growth Division of the Separate Account. Further,
assume withdrawal charge percentages of 0%, 3%, 5% and 7% respectively; and
balances of $5,380 in the Fixed Interest Account and $5,550 in the Growth
Division. Assume no transfer or exchange deposits and that your entire
account balance is eligible for withdrawal. You now ask for $3,500 from
the Growth Division.

To determine the charge, we first take the $2,200 that can be withdrawn
with no charge (the fact that only half of it went to the Growth Division
does not matter--we are treating the certificate as if it were a single
account). We then take $1,300 from the second deposit (with a 3%
withdrawal charge) and divide this

5
<PAGE>

$1,300 by 97%. The result is $1,340.21. Since the total of these two
numbers is $3,540.21, and you asked for $3,500, the extra $40.21 is the
withdrawal charge. We take the $40.21 from the Growth Division, as well as
taking the $3,500 from there. Your Growth Division balance is now
$2,009.79, and the total account balance is $7,389.79.

If you then take a full withdrawal, we multiply the remaining $859.79 from
your second deposit by 3% ($25.79), the third $2,200 deposit by 5% ($110),
and the fourth $2,200 deposit by 7% ($154). No charge applies to the
earnings. Thus, we withdraw $289.79 as the withdrawal charge, and pay you
the remaining $7,100.

6. WHAT IS THE FIXED INTEREST ACCOUNT AND HOW IS INTEREST CREDITED TO IT?

The Fixed Interest Account guarantees both your principal and your interest
(subject to any charges that may apply) without regard to any investment
results. The interest rates are set in advance and are "locked-in" without
regard to changing economic conditions.

Interest on amounts allocated to the Fixed Interest Account will be
credited from the date they are received at our designated office or
transferred from the Separate Account. Interest will be credited on amounts
in the Fixed Interest Account until the earliest of: (a) withdrawal because
of your death (or your spouse's if he or she continues the certificate),
(b) the dates the amounts are withdrawn or transferred to the Separate
Account, or (c) the date you start to receive income payments.

For all amounts added to the Fixed Interest Account, interest rates will be
set by us as of each January 1, April 1, July 1 and October 1. The
declared rate in effect when an amount is added to the Fixed Interest
Account will be credited on that amount from the date it is added until the
last day of the calendar year following the year in which it is added.

Thereafter, we will set interest rates for these amounts (and earnings on
them) on or before the first day of each calendar year to be credited
through the last day of such year.

We may credit a different interest rate on transfers and exchanges under
item 5 (d) than we do on other deposits and on transfers from the Separate
Account. The rates for new deposits and transfers from the Separate
Account may be different than the rates credited on amounts already in the
Fixed Interest Account. None of our interest rates will ever be less than
3%.

6
<PAGE>

The interest rates we declare are "annual effective yields." The actual
rates we use on a day-to-day basis are slightly lower, but, if the deposit
is left in your certificate for a full year, it will grow by the full
amount on the interest rate we declared, because we compound interest
daily.

7. WHAT IS THE SEPARATE ACCOUNT AND HOW DOES IT OPERATE?

It is Metropolitan Life Separate Account E, an investment account we
maintain separate from our other assets.

The Separate Account is divided into investment divisions, each of which
buys shares in a corresponding portfolio or series of the Funding Options.
Thus, the Separate Account does not invest directly in stocks, bonds, etc.,
but leaves such investments to the Funding Options to make. The Funding
Options are also bought by other separate accounts of ours, our affiliates
and other insurance companies.

We keep track of each investment division of the Separate Account
separately, using accumulation units. When you put money into an
investment division, we give you accumulation units. When you take money
out of the investment division, we reduce the number of your accumulation
units. In either case, the number of accumulation units you gain or lose
is determined by taking the dollar amount of the deposit, transfer or
withdrawal and dividing it by the value of an accumulation unit at the time
of the transaction. Thus, if you transfer in $5,000, and the value of an
accumulation unit is $100, you will get 50 accumulation units.

Initially, we set the value of each accumulation unit. At the end of each
valuation period, we then revise it by taking the net asset value of a
share in the applicable Funding Options portfolio or series at the end of
the valuation period, add any Funding Options dividend or capital gain
distribution during the valuation period, subtract any per share charge for
taxes and reserves for taxes, and divide this total by the net asset value
of a share of the same portfolio or series at the start of the valuation
period. Then we subtract a charge not to exceed .000025905 per day (an
effective annual rate of .95%) for administrative expenses and mortality
and expense risks we assume under the certificate. This calculation
results in a factor that we multiply the previous accumulation unit value
by in order to determine the new accumulation unit value.

7
<PAGE>

this determination if an emergency exists, making valuation of assets in
the Separate Account not reasonably practicable, or the Securities and
Exchange Commission permits such deferral. We may change when we calculate
the accumulation unit value by giving you 30 days notice, to the extent
permitted by law.

Amounts added to the Separate Account will be credited as of the end of the
valuation period during which we receive them at our designated office or
they are transferred from the Fixed Interest Account. Additions to or
withdrawals from an investment division may only be made as of the end of a
valuation period.

We may make certain changes to the Separate Account if we think they would
best serve the interests of participants in or owners of similar contracts
or would be appropriate in carrying out the purposes of such contracts.
Any changes will be made only to the extent and in the manner permitted by
applicable laws. Also, when required by law, we will obtain your approval
of the changes and approval from any appropriate regulatory authority.

Examples of the changes to the Separate Account that we may make include:

o To transfer any assets in an investment division to another investment
division, or to one or more other separate accounts, or to our general
account; or to add, combine, or remove investment divisions in the
Separate Account.

o To substitute, for the Funding Options shares held in any investment
division, the shares of another class of the Metropolitan Series Fund,
Inc. or the shares of any other investment permitted by law.

8. CAN MONEY BE TRANSFERRED WITHIN THIS CERTIFICATE?

Yes. An unlimilted number of transfers can be made between investment
divisions of the Separate Account, from an investment division to the Fixed
Interest Account or from the Fixed Interest Account to any investment
division. While a loan is outstanding, you may not make any transfer that
would reduce your Fixed Interest Account balance below 125% of the
outstanding loan balance. You can make a transfer by telling us.

If you make a transfer from the Fixed Interest Account, we will determine
which deposits and interest to take it from as if it was a withdrawal from
the certificate.

8
<PAGE>

If you transfer money from the Fixed Interest Account to the Separate
Account and then you transfer money from the Separate Account to the Fixed
Interest Account within 12 months, this will be treated as a return of the
same money (whether or not it really is). Thus, after the transfer into
the Fixed Interest Account, it will earn the same interest rate that it
would have been earning had neither transfer ever taken place. Any amounts
in excess of the original transfer and any amounts transferred back to the
Fixed Interest Account more than 12 months after the first transfer will be
treated as a new deposit to the Fixed Interest Account and will earn the
current interest rate for new deposits.

9. HOW DO FEDERAL INCOME TAX RULES AFFECT MY CERTIFICATE?

These rules affect your certificate in several ways:

(a) Deposits are not included in your gross income and, therefore, are not
currently taxable. The earnings on these deposits are also tax-
deferred.

(b) Salary reduction elective deferral deposits after December 31, 1988
and the earnings credited to those deposits cannot be withdrawn until
you attain age 59 1/2, retire, terminate employment, become disabled
as defined in Code Section 72(m)(7), or die. This restriction also
applies to earnings after December 31, 1988 on amounts attributable to
your pre-1989 elective deferral deposits. We are required by the Code
to prohibit these withdrawals, except as noted in this item 9(b)
below.

If you suffer unforeseen financial hardship, you may become eligible
to withdraw the post-1988 elective deferral deposits, but not the
earnings on them. Except to the extent required by the Code, these
restrictions do not apply to pre-1989 403(b) balances transferred on a
non-taxable basis into this certificate or to transfers on a non-
taxable basis to other 403(b) contracts or accounts. In applying
these restrictions, we will treat this certificate as if it were a
single account and ignore your actual allocations.

To the extent that we are required to apply the withdrawal
restrictions of Code Section 403(b)(7)(A)(ii) to balances transferred
on a non-taxable basis into this certificate, we will do so.

9
<PAGE>

period than shown in (iii) and (iv) above. Withdrawals must be made
in accordance with Code Section 401(a)(9) and the regulations
thereunder, including Regulation 1.401(a)(9)-2. Any withdrawal or
income option under this certificate which is inconsistent with
Federal income tax rules is not valid.

(d) In order to preserve the status of your certificate as a 403(b)
annuity, we have the right to amend this certificate to make it comply
with Federal income tax rules. We will notify you of any amendments
and, when required by law, we will obtain the approval of the
appropriate regulatory authority.

10. MAY I ASSIGN THIS CERTIFICATE, OR USE IT AS COLLATERAL FOR A LOAN?

11. MAY I BORROW MONEY UNDER MY CERTIFICATE?

Yes, from the Fixed Interest Account only, and only before income payments
begin. How much you can borrow, how quickly you must repay it and various
other restrictions are subject to Federal income tax requirements, which
may change from time to time. Our loan application will tell you about the
restrictions that apply at the time you apply for a loan. Loans will not
be allowed for terms of less than one year or more than five years (15
years for the purchase of a principal residence).

We will charge you interest at the rate of 5% on the amount you borrow from
the date of the loan until the date the loan is repaid. When we make your
loan, your certificate's Fixed Interest Account balance will not be
reduced. Instead, the portion of your Fixed Interest Account balance
(determined on a first-in, first-out basis) from deposits first and then
interest on such deposits equal to the outstanding loan will no longer earn
the declared interest rates, but instead will earn 3%. Also, withdrawals
and transfers will be restricted as described in items 5 and 8 above.

The loan must be repaid in substantially level payments of principal and
interest at least quarterly.

If you fail to make any loan repayment when due, we will withdraw the
amount in default from your Fixed Interest Account balance, to the extent
permitted by

10
<PAGE>

Federal income tax and Department of Labor rules. If we cannot withdraw
amounts in default from your Fixed Interest Account balance immediately, we
may do so whenever Federal income tax and Department of Labor rules permit
us to do so.

Only one loan may be outstanding on your certificate at any time, unless we
agree to allow more than one loan.

We reserve the right to delay allowing any loan for up to six months. We
do not intend to do this except in an extreme emergency.

11. ARE DIVIDENDS PAYABLE UNDER MY CERTIFICATE?

No, your certificate is nonparticipating and does not share in any
distribution of our surplus.

13. ARE ADMINISTRATIVE FEES DEDUCTED FROM MY CERTIFICATE?

At the end of each certificate year, we may deduct a $20 administrative fee
from your Fixed Interest Account on a "first-in, first-out" basis from
deposits and then from earnings on such deposits, if the account balance is
less than $10,000 and no deposits were received during the certificate
year. If your Fixed Interest Account balance is less than $20 at the end
of a certificate year, we will waive the fee. We will also waive any fee
due when your certificate ends. No administrative fee applies to the
Separate Account.

We may change the date on which the administrative fee is deducted to the
certificate anniversary. If we do so, we will tell you in advance.

14. HOW CAN I GET INFORMATION ABOUT MY CERTIFICATE AND ITS VALUE?

Each certificate year (except for the first certificate year), before
income payments start, we will send you a statement with details on
deposits, values, withdrawals, and other information about your certificate
on a calendar quarter basis. If you need information at other times,
please tell us.

Any time you or the Administrator has to tell us something (e.g., to
request additional information, to make transfers, to change your
allocation for new deposits, to make withdrawals), you or the Administrator
must send written notice to our designated office unless we have set up
some other procedure, such as notice by telephone.

11
<PAGE>

15. CAN METROPOLITAN GUARANTEE ME AN INCOME FOR AS LONG AS I LIVE OR FOR A WIDE
CHOICE OF OTHER PERIODS?

Yes. You can receive income payments guaranteed for life on a monthly,
quarterly, semiannual or annual basis. These payments may also be
guaranteed for at least five years, but not beyond your life expectancy or
the joint life expectancy if there is more than one payee.

Other income plans which provide payments for a stated amount or a stated
number of years are also available to the extent permitted by Federal
income tax rules. The amount of each payment under an income plan must be
at least $50.

You may begin receiving income payments at any date you choose after the
certificate date if you tell us at least 30 days in advance. We will send
you information and the necessary forms to sign, upon receipt of your
request at our designated office. Once income payments start, you will not
be able to make cash withdrawals or change the choice of income plan.

We will automatically send you information about income plans when you
attain age 70. If you do not choose an income plan, make a full cash
withdrawal, or start to receive partial withdrawals in a manner that
satisfies the Code by April 1 following the calendar year you attain age 70
1/2, we will automatically start income payments on that date, for your
lifetime with a guarantee that payments will be made for at least 10 years.
If you are a participant in a government or church sponsored plan and if
you ask us to do so, we will delay any of these options until the April 1
following the calendar year after you have retired.

If your date of birth is not correct on the application for your
certificate, we will adjust the income payments to agree with your correct
age. If we have already made any payments that were wrong, we will
increase or decrease future payments to pay or recover the difference, plus
interest at 6%. We may require that you provide proof of age when income
payments are to start. We may also require proof that you are still alive
on the due date of each income payment.

16. WHAT HAPPENS IF I DIE BEFORE INCOME PAYMENTS START?

12
<PAGE>

Payment to more than one beneficiary or more than one contingent
beneficiary will be divided equally among them, unless you specify
otherwise.

The entire death benefit under this certificate must be distributed in a
single sum by no later than the end of the calendar year which includes the
fifth anniversary of your death. If, however, your beneficiary is a
natural person, your beneficiary may choose an income plan for life or for
a period of years not more than his or her life expectancy. The income
payments must begin by the end of the calendar year following your death.
If Treasury Regulations allow, we may permit our payments to start later.

If your beneficiary is your spouse, then your spouse may continue your
certificate as participant until the calendar year that you would have
reached age 70 1/2. Your spouse cannot make any deposits to the
certificate.

After payments start, we may require proof that the payee is alive on the
due date of each income payment.

The death benefit is the greatest of:

a. The entire account balance less any outstanding loan balance as of the
date we receive proof of death and a properly completed claim form (no
withdrawal charge will apply and no administrative fee will be
deducted), or
b. The total deposits made less any outstanding loan balance and any
partial withdrawals, or
c. The highest account balance as of the end of the calendar year in which
any prior quinquennial (5th, 10th, 15th, etc.) certificate anniversary
occurs, less any later partial withdrawals, charges and outstanding loan
balance.

17. WHAT HAPPENS IF I DIE AFTER INCOME PAYMENTS START?

After we receive proof of death and a properly completed claim form, income
payments will continue to your beneficiary (even if the beneficiary is your
spouse) for the balance of the guaranteed period, if any, for the income
plan you selected. If the guaranteed period has already ended, no further
payments will be made. If your estate (other non-natural person) becomes
entitled to payment, we will pay the value of any remaining payments,
computed as of the date of death using the interest rate we use to set
those payments, in a lump-sum to such person.

18. WHO IS MY BENEFICIARY AND MAY I CHANGE MY BENEFICIARY?

Your beneficiary is the person or persons you name to receive benefits in
the event of your death. You may name a contingent beneficiary who would
become the beneficiary if all the beneficiaries die before you do. If no
beneficiaries or contingent beneficiaries are named, or if none is alive at
your death, we will pay any benefits to your estate.

13
<PAGE>

After income payments start, you may change the beneficiary for any future
guaranteed income payments. If the payment is being made over two
lifetimes and the other person survives you, he or she can change the
beneficiary. The name of any person over whose life payment is being made
cannot be changed.

19. HOW ARE INCOME PAYMENTS THAT ARE GUARANTEED FOR LIFE CALCULATED?

Life income payments are calculated as shown on page 15. As required by
law, this shows the lowest payments that we could ever make--we expect our
actual payments to be higher. Actual payments will not be less than those
we would provide to a person in the same class under a single payment
immediate annuity bought with an equal amount at the time annuity payments
start.

20. CAN I ARRANGE FOR A SPECIFIC INCOME PLAN FOR MY BENEFICIARY TO TAKE EFFECT
AFTER I DIE?

Yes. You can choose an income plan for your beneficiary which we will
honor at your death, unless you are already receiving income payments at
that time.

21. DOES MY CERTIFICATE CONTAIN ALL THE PROVISIONS THAT MAKE UP MY ENTIRE
CONTRACT WITH YOU?

14
<PAGE>

TABLE OF VALUES
Minimum Fixed Interest Account Balance
AGE 45
For a Certificate without any partial withdrawals or outstanding loans
Basis: $1,000 annual deposit allocated to the Fixed Interest Account at the
beginning of each year.
Values are not proportional for other deposits.
<TABLE>
<CAPTION>

TABLE B
TABLE A Guaranteed Annual Guaranteed
End of Minimum Minimum Account Effective Minimum Monthly
Certificate Account Withdrawal Rate of Income At Age 70
Year Balance Value Return Unisex
<S> <C> <C> <C> <C>
1 $ 1,030.00 $ 1,000.00 0.00% $ 6.97
2 $ 2,090.90 $ 2,000.00 0.00% $ 17.36
3 $ 3,183.63 $ 3,003.63 0.04% $ 27.45
4 $ 4,309.14 $ 4,089.14 0.55% $ 37.24
5 $ 5,468.41 $ 5,218.41 0.86% $ 46.74
6 $ 6,662.46 $ 6,392.46 1.06% $ 55.97
7 $ 7,892.34 $ 7,612.34 1.21% $ 64.93
8 $ 9,159.11 $ 8,879.11 1.31% $ 73.63
9 $10,463.88 $10,183.88 1.38% $ 82.08
10 $11,807.80 $11,527.80 1.43% $ 90.28
11 $13,192.03 $12,912.03 1.47% $ 98.24
12 $14,617.79 $14,337.79 1.49% $105.97
13 $16,086.32 $15,806.32 1.51% $113.47
14 $17,598.91 $17,318.91 1.53% $120.76
15 $19,156.88 $18,876.88 1.54% $127.83
16 $20,761.59 $20,481.59 1.56% $134.70
17 $22,414.44 $22,134.44 1.56% $141.37
18 $24,116.87 $23,836.87 1.57% $147.84
19 $25,870.37 $25,590.37 1.58% $154.12
20 $27,676.49 $27,396.49 1.59% $160.23
AGE 60 $19,156.88 $18,876.88 1.54% $127.83
AGE 65 $27,676.49 $27,396.49 1.59% $160.23
AGE 70 $37,553.04 $37,273.04 1.61% $188.17
</TABLE>

The guaranteed minimum interest rate used to determine the values shown above is
3%. Values during the year will include interest for the completed part of the
year.

All values assume that all amounts are verified amounts. The guaranteed minimum
account withdrawal values shown above equal the comparable minimum account
balances minus a withdrawal charge. The withdrawal charge does not exceed 7%
and does not apply to any deposit after seven years from our receipt of the
deposit.

Certificate values will never be less than the minimum benefits required by the
law of the state where this certificate is delivered. On request we will
provide the method of computation and values for years not shown.

The guaranteed monthly income at age 70 is the minimum amount we would pay over
your lifetime with a guaranteed payment period of 10 years, if you make no
deposits after the year shown and you begin payments at age 70. This and other
income plans that you may choose are described in item 15. To compute minimum
payments we use an interest rate of 3% and the 1983 Individual Mortality Table a
(Metropolitan Adjusted).

15
<PAGE>

INDEX
<TABLE>
<CAPTION>
Subject Q&A #(s) Page(s)
- ------- -------- -------
<S> <C> <C>
Administrative Fees 13 11
Assignment 10 10
Beneficiary 18 13
Cancellation 3 2
Computation of Values 19 14
Contract and Authority 21 14
Death Benefit 16,17 12,13
Definitions 1 1
Deposits 2,4 2,2
Dividends 11 11
Fixed Interest Account 6 6
Income Payments 15,19 12,14
Information We Give You 14 11
Loans 11 11
Separate Account and Investment Divisions 7 7
Tax Rules 9 9
Transfers 8 8
Withdrawals 5 3
</TABLE>

NOTICE

When you write to us, please give us your name, address and certificate number.

Please notify us promptly of any address changes. We will write to you at your
last known address.

Checks, drafts or money orders must be drawn to the order of MetLife. All
payments must be made in U.S. currency.

PLEASE READ THIS CERTIFICATE CAREFULLY

MULTIFUNDED ANNUITY CERTIFICATE

ALL VALUES PROVIDED BY THIS CERTIFICATE WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT.

<PAGE>

EXHIBIT (4)(b)(viii)

[LOGO] METLIFE/(R)/
METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State)
One Madison Avenue--New York, New York 10010-3690

MULTIFUNDED ANNUITY CERTIFICATE

CERTIFICATE DATE July 15, 1996

DATE FIRST CERTIFICATE YEAR ENDS March 31, 1997

PARTICIPANT'S NAME John Doe

CERTIFICATE NUMBER 1234567

PLAN University of Texas System
Optional Retirement Program

INITIAL ADMINISTRATIVE FEE None (See item 14)

PARTICIPATING No (See item 13)

ALL VALUES PROVIDED BY THIS CERTIFICATE WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT. AVAILABLE SEPARATE ACCOUNT INVESTMENT DIVISIONS AS OF THE CERTIFICATE
DATE ARE: THE METROPOLITAN GROWTH, INCOME, DIVERSIFIED, AGGRESSIVE GROWTH,
INTERNATIONAL STOCK AND STOCK INDEX DIVISIONS; THE FIDELITY GROWTH, OVERSEAS,
EQUITY-INCOME, INVESTMENT GRADE BOND, MONEY MARKET, ASSET MANAGER DIVISIONS AND
THE CALVERT RESPONSIBLY INVESTED BALANCED DIVISION. A DESCRIPTION OF EACH OF
THESE DIVISIONS IS INCLUDED IN THE PROSPECTUS.

10-DAY RIGHT TO EXAMINE

/s/ Christine N. Markussen /s/ Harry P. Kamen

Christine N. Markussen Harry P. Kamen
Vice-President & Secretary Chairman, President & Chief
Executive Officer

---------------------------

G.4380
<PAGE>

1. WHAT DO THE BASIC TERMS IN MY CERTIFICATE MEAN?

"Account Balance" is the entire amount we hold under this certificate for
you.

"Administrator" is your employer or the Administrator of the Plan.

"Certificate Year" for the first year is measured from the certificate date
and continues to the date specified on the cover page. Each new
certificate year begins the next day. For example, since the certificate
date is July 15, 1996 and if the first certificate year ends March 31,
1997, the second certificate year begins April 1, 1997 and ends on March
31, 1998. The certificate anniversary will be July 15th.

"Code" means the Internal Revenue Code.

"Designated Office" is the administrative office servicing your
certificate. Currently, it is MetLife's office at 1125 17th Street,
Denver, Colorado 80202. If we change it, we will tell you.

"Funding Options" refer to the Metropolitan Series Fund, Inc., the Calvert
Responsibly Invested Balanced Portfolio and Fidelity's Variable Insurance
Products Fund and Variable Insurance Products Fund II. All are either
mutual funds or series of mutual funds used only for insurance and annuity
contracts such as this one. The Metropolitan Series Fund and Fidelity's
Variable Insurance Products Fund and Variable Insurance Products Fund II
are divided into portfolios each of which has its own investment
objectives.

"Plan Year" runs from January 1 through December 31 or such other period
that the Administrator notifies us of.

"Purchase Payment" refers to money received in your certificate whether
sent by your employer or under a transfer or exchange. A purchase payment
in the Fixed Interest Account includes, for interest crediting, any
transfers from the Separate Account.

1
<PAGE>

"Purchase Payment Year" for any purchase payment, for the first year, is
measured from the date we receive it in our designated office and continues
until the last day of the month in which the anniversary of such receipt
occurs. Each new purchase payment year begins on the first day of the next
month (this works much like certificate years, except that purchase payment
years are determined separately for each purchase payment).

"Verified Amounts" are withdrawals which have been approved for release by
the Plan Administrator in accordance with the terms of your Employer's
Optional Retirement Program.

"We", "Us", "MetLife" and "Our" refer to Metropolitan Life Insurance
Company.

"You", "Your", "Me", "My" or "I" refer to the participant. Your rights
under this certificate are nonforfeitable; i.e., your rights cannot be
taken away.

2. CAN THE PLAN AFFECT THE PROVISIONS OF THIS CERTIFICATE?

3. HOW ARE PURCHASE PAYMENTS ALLOCATED AND HOW MUCH MONEY CAN BE DEPOSITED
UNDER MY CERTIFICATE?

You choose how purchase payments are allocated among the Fixed Interest
Account and the investment divisions of the Separate Account. You may
change your allocation for new purchase payments by informing us in
writing. The change will be made upon receipt, unless you specify a later
date, which may be up to 30 days after we receive the request. Allocations
must be in whole number percentages (e.g., 33 1/3% cannot be chosen).

2
<PAGE>

We will not accept any purchase payments under this certificate while you
are withdrawing money under a systematic termination under item 6 below, or
after you have made a withdrawal based on termination of employment under
item 6(v) below.

4. CAN MY CERTIFICATE BE CANCELED?

5. WILL METLIFE ACCEPT TAX-DEFERRED AND AFTER-TAX PURCHASE PAYMENTS?

We will accept the following types of tax-deferred purchase payments, which
are not included in your gross income under the Code:

(a) Required salary reduction non-elective deferrals--Purchase payments
------------------------------------------------
sent by your employer pursuant to a one-time irrevocable election of
salary reduction you made at the time you initially became eligible to
participate in the salary reduction agreement.
(b) Employer contributions--Purchase payments sent by your employer that
----------------------
are not salary reductions.
(c) Transfers and Exchanges--Purchase payments resulting from the tax-free
-----------------------
transfer or exchange of other 403(b) annuity contracts or custodial
accounts.

6. CAN I OR THE ADMINISTRATOR MAKE WITHDRAWALS?

Yes, as discussed in item 10 below.

If the Administrator tells us that this is necessary to apply the terms of
the Plan, any withdrawal will require a statement from the Administrator
verifying the

3
<PAGE>

amounts that you may withdraw ("verified amounts"). If the Administrator
tells us to remove amounts from your account balance and tells us that such
amounts are not verified amounts, we will do so.

To request a withdrawal, you may contact our designated office. Any
withdrawal request must be signed by you and the Administrator and must
clearly state the account (and investment division, if any) from which the
withdrawal is to be made. There are no restrictions on withdrawals from
any investment division.

Withdrawal to make direct transfers to 403(b) contracts or accounts may be
made only as permitted by Federal income tax rules. Amounts subject to the
withdrawal restrictions described in item 10 may only be transferred to
contracts or accounts with the same or stricter restrictions.

If either you or the Administrator makes a partial withdrawal from the
Fixed Interest Account, we will first withdraw any amounts from those
verified amounts that are deposits, and then withdraw other amounts from
any verified amounts that are earnings on such deposits, in each case on a
"first-in, first-out" (FIFO) basis. To determine from what amounts a
withdrawal is taken for tax purposes, we will apply tax rules which may be
different.

A full withdrawal of verified amounts from the Fixed Interest Account may
be made if you tell us of your intention to make a full withdrawal and your
verified amount in the Fixed Interest Account is paid annually over four
years ("systematic termination") as follows:

(a) 20% of your verified amounts in the Fixed Interest Account balance
upon receipt of the request (reduced by any partial withdrawal from
your verified amounts in the Fixed Interest Account balance made in
the same certificate year);
(b) 25% of your then current verified amounts in the Fixed Interest
Account balance one year later;
(c) 33 1/3% of your then current verified amounts in the Fixed Interest
Account balance two years later;
(d) 50% of your then current verified amounts in the Fixed Interest
Account balance three years later; and
(e) the remainder of your verified amounts in the Fixed Interest Account
balance four years later.

The remaining withdrawal may be canceled at any time, but if this is done
any new systematic termination would be paid over a new four year period.
Neither you nor the Administrator may make any other withdrawals after a
systematic termination has been requested from any investment division.

No full withdrawal from the Fixed Interest Account may be made other than
under

4
<PAGE>

a systematic termination or pursuant to (i) to (vi) below. There are no
restrictions on transfers from any investment division.

Partial withdrawals from the Fixed Interest Account may be made to the
extent of 20% of your verified amounts in the Fixed Interest Account, in
any certificate year. For example, assume your verified amounts in the
Fixed Interest Account are $20,000, and that no prior withdrawals during
the certificate year have been made. You now ask for a withdrawal of $2,000
from your Fixed Interest Account (or 10% of the verified amounts in the
Fixed Interest Account balance). The entire amount may be withdrawn. If you
then ask for another withdrawal in the same certificate year and at that
time your verified amounts in the Fixed Interest Account are $19,000, the
maximum additional amount that may be withdrawn is $1,900 (i.e., 10% of
your verified amounts in the Fixed Interest Account balance) for a total of
20% of verified amounts in your Fixed Interest Account balance withdrawn
during the certificate year.

Withdrawals from other than to make a systematic termination or for the 20%
per certificate year exemption as described above are allowed only under
the following circumstances:

(i) A full withdrawal of verified amounts made while you are disabled
(as defined in Code Section 72(m)(7)).
(ii) Any minimum withdrawal that is required to avoid Federal income tax
penalties or to satisfy Federal income tax rules.
(iii) Any withdrawal made under item 17 after your death.
(iv) Any full withdrawal of your account balance because of separation
from service or because of retirement pursuant to the Plan's written
provisions.
(v) A full withdrawal as a result of Plan termination provided your
verified amounts are transferred to another one of our annuities.
(vi) Any withdrawal that is the result of an unforeseen hardship
encountered by you (as verified in writing in a form acceptable to
the Plan Administrator).

Proof of these circumstances satisfactory to us must be given to us if we
ask for it.

As required by law we have the right to delay paying any cash withdrawals
from the Fixed Interest Account for up to six months. We do not intend to
do this except in an extreme emergency. We would, of course, credit
interest during any delay.

5
<PAGE>

7. WHAT IS THE FIXED INTEREST ACCOUNT AND HOW IS INTEREST CREDITED TO IT?

Interest on amounts allocated to the Fixed Interest Account will be
credited from the date they are received at our designated office or
transferred from the Separate Account. Interest will be credited on amounts
in the Fixed Interest Account until the earliest of: (a) withdrawal because
of your death (or your spouse's if he or she continues the certificate),
(b) the dates the amounts are withdrawn or transferred to the Separate
Account, or (c) the date you start to receive income payments.

Thereafter, we will set interest rates for these amounts (and earnings on
them) on or before the first day of each certificate year to be credited
through the last day of such year.

We may credit a different interest rate on transfers and exchanges under
item 5(c) than we do on other purchase payments and on transfers from the
Separate Account. The rates for new purchase payments and transfers from
the Separate Account may be different than the rates credited on amounts
already in the Fixed Interest Account. The rates may also vary depending on
the amount of your account balance. None of our Fixed Interest Account
interest rates will ever be less than 3%.

8. WHAT IS THE SEPARATE ACCOUNT AND HOW DOES IT OPERATE?

It is Metropolitan Life Separate Account E, an investment account we
maintain separate from our other assets.

The Separate Account is divided into investment divisions, each of which
buys shares in a corresponding portfolio or series of the Funding Options.
Thus, the

6
<PAGE>

Separate Account does not invest directly in stocks, bonds, etc., but
leaves such investments to the Funding Options to make. The Funding Options
are also bought by other separate accounts of ours, our affiliates and
other insurance companies.

We keep track of each investment division of the Separate Account
separately, using accumulation units. When you put money into an
investment division, we give you accumulation units. When you take money
out of the investment division, we reduce the number of your accumulation
units. In either case, the number of accumulation units you gain or lose
is determined by taking the dollar amount of the purchase payment, transfer
or withdrawal and dividing it by the value of an accumulation unit at the
time of the transaction. Thus, if you transfer in $5,000, and the value of
an accumulation unit is $100, you will get 50 accumulation units.

Initially, we set the value of each accumulation unit. At the end of each
valuation period, we then revise it by taking the net asset value of a
share in the applicable Funding Options portfolio or series at the end of
the valuation period, add any Funding Options dividend or capital gain
distribution during the valuation period, subtract any per share charge for
taxes and reserves for taxes, and divide this total by the net asset value
of a share of the same portfolio or series at the start of the valuation
period. Then we subtract a charge not to exceed .000025905 per day (an
effective annual rate of .95%) for administrative expenses and mortality
and expense risks we assume under the certificate. This calculation
results in a factor that we multiply the previous accumulation unit value
by in order to determine the new accumulation unit value.

A valuation period is the period between one calculation of an accumulation
unit value and the next calculation. Normally, we calculate accumulation
units once each day the New York Stock Exchange is open for trading, but we
can delay this determination if an emergency exists, making valuation of
assets in the Separate Account not reasonably practicable, or the
Securities and Exchange Commission permits such deferral. We may change
when we calculate the accumulation unit value by giving you 30 days notice,
to the extent permitted by law.

Amounts added to the Separate Account will be credited as of the end of the
valuation period during which we receive them at our designated office or
they are transferred from the Fixed Interest Account. Additions to or
withdrawals from an investment division may only be made as of the end of a
valuation period.

7
<PAGE>

Examples of the changes to the Separate Account that we may make include:

o To transfer any assets in an investment division to another investment
division, or to one or more other separate accounts, or to our general
account; or to add, combine, or remove investment divisions in the
Separate Account.

o To substitute, for the Funding Options shares held in any investment
division, the shares of another class of the Metropolitan Series Fund,
Inc. or the shares of any other investment permitted by law.

9. CAN MONEY BE TRANSFERRED WITHIN THIS CERTIFICATE?

Yes. An unlimited number of transfers can be made between investment
divisions of the Separate Account or from an investment division to the
Fixed Interest Account. Transfers can also be made from the Fixed Interest
Account to the Separate Account. However, only 20% of the Fixed Interest
Account balance may be transferred per certificate year to the Separate
Account. You can make a transfer by telling us.

If you make a transfer from the Fixed Interest Account, we will determine
which purchase payments and earnings to take it from as if it was a
withdrawal from the certificate except that we will treat all amounts as
verified amounts. If you transfer money from the Fixed Interest Account to
the Separate Account and then you transfer money from the Separate Account
to the Fixed Interest Account (or from the Separate Account to the Fixed
Interest Account and then from the Fixed Interest Account to the Separate
Account) within 12 months, this will be treated as a return of the same
money (whether or not it really is). Thus, after the transfer into the
Fixed Interest Account, it will earn the same interest rate that it would
have been earning had neither transfer ever taken place. Any amounts in
excess of the original transfer and any amounts transferred back to the
Fixed Interest Account more than 12 months after the first transfer will be
treated as a new purchase payment to the Fixed Interest Account and will
earn the current interest rate for new purchase payments.

8
<PAGE>

[This page intentionally left blank.]

9
<PAGE>

10. HOW DO FEDERAL INCOME TAX RULES AFFECT MY CERTIFICATE?

These rules affect your certificate in several ways:

(a) Purchase payments are not included in your gross income and,
therefore, are not currently taxable. The earnings on these purchase
payments are also tax-deferred.

(b) Salary reduction elective deferral purchase payments after December
31, 1988 and the earnings credited to those purchase payments cannot
be withdrawn until you attain age 59 1/2, retire, terminate
employment, become disabled as defined in Code Section 72(m)(7), or
die. This restriction also applies to earnings after December 31,
1988 on amounts attributable to your pre-1989 elective deferral
purchase payments. We are required by the Code to prohibit these
withdrawals, except as noted in this item 10(b) below.

To the extent that we are required to apply the withdrawal
restrictions of Code Section 403(b)(7)(A)(ii) to balances transferred
on a non-taxable basis into this certificate, we will do so.

(c) You must start to receive your account balance no later than April 1
of the calendar year following the calendar year in which you reach
age 70 1/2. If you attained age 70 1/2 before January 1, 1988, you do
not have to start to receive your account balance until April 1 of the
calendar year following the year in which you retire. Payment must be
in a lump-sum or in equal or substantially equal payments over a
period not exceeding: (i) your lifetime; (ii) your life expectancy;
(iii) the joint lifetimes of you and your beneficiary; or (iv) the
joint life expectancy of you and your beneficiary. If your
beneficiary is not your spouse and has a longer life expectancy than
you, Federal income tax rules may require payment over a shorter
period than shown in (iii) and (iv) above. Withdrawals must be made
in accordance with Code Section 401(a)(9) and the regulations
thereunder, including Regulation 1.401(a)(9)-2. Any withdrawal or
income option under this certificate which is inconsistent with Code
Section 401 (a)(9) is not valid.

We will refund all or part of your account balance, if necessary, to
maintain your certificate as a 403(b) annuity. If we make such
refunds or payments,

10
<PAGE>

we will adjust your account balance accordingly. Withdrawal charges
will not apply.

11. MAY I ASSIGN THIS CERTIFICATE, OR USE IT AS COLLATERAL FOR A LOAN?

No. In order to qualify as a 403(b) annuity, your certificate is not
transferable. Your certificate may not be sold, assigned, discounted or
pledged as collateral for a loan.

12. WHAT SPECIAL RULES APPLY IF DEPOSITS TO YOUR CERTIFICATE ARE MADE UNDER THE
TEXAS OPTIONAL RETIREMENT PROGRAM?

If this certificate was issued to you as a participant in the Texas
Optional Retirement Program, the following restrictions will also apply:

11
<PAGE>

a. No withdrawals may be made unless you retire, terminate employment in
all Texas institutions of higher education, as defined under Texas
law, or die.

b. Any withdrawal will require:
(i) a written statement from the appropriate Texas institution of
higher education, verifying your vesting status and (if
applicable) termination of employment, and
(ii) a written statement from you (except in the case of death) that
you are not transferring employment to another Texas institution
of higher education.

c. If you retire or terminate employment in all Texas institutions of
higher education or die before being vested, amounts provided by the
State's matching contribution will be refunded to the appropriate
Texas institution.

d. No loans will be allowed.

We may change these restrictions or add others without your consent to the
extent necessary to maintain compliance with the laws and regulations
applicable to the Texas Optional Retirement Program.

13. ARE DIVIDENDS PAYABLE UNDER MY CERTIFICATE?

No, your certificate is nonparticipating and does not share in any
distribution of our surplus. All of our additions to your account balance
will be made as earnings.

14. ARE ADMINISTRATIVE FEES DEDUCTED FROM MY CERTIFICATE?

No, we charge no administrative fees.

15. HOW CAN I GET INFORMATION ABOUT MY CERTIFICATE AND ITS VALUE?

If you need information at other times, please tell us.

12
<PAGE>

procedure, such as notice by telephone.

16. CAN METLIFE GUARANTEE ME AN INCOME FOR AS LONG AS I LIVE OR FOR A WIDE
CHOICE OF OTHER PERIODS?

17. WHAT HAPPENS IF I DIE BEFORE INCOME PAYMENTS START OR BEFORE THE DATE
DISTRIBUTIONS ARE REQUIRED TO BE MADE?

13
<PAGE>

The entire death benefit under this certificate must be distributed in a
single sum by no later than the end of the calendar year which includes the
fifth anniversary of your death. If, however, your beneficiary is a
natural person, your beneficiary may choose an income plan for life or for
a period of years not more than his or her life expectancy. The income
payments must begin by the end of the calendar year following your death.
If Treasury Regulations allow, we may permit our payments to start later.

After payments start, we may require proof that the payee is alive on the
due date of each income payment.

The death benefit is the greatest of:

a. The entire verified amounts in your account balance as of the date we
receive proof of death and a properly completed claim form (no
withdrawal charge will apply and no administrative fee will be
deducted, or
b. The total purchase payments that are verified amounts made less any
partial withdrawals, or
c. The highest verified amounts in your account balance as of the end of
the calendar year in which any prior quinquennial (5th, 10th, 15th,
etc.) certificate anniversary occurs, less any later partial
withdrawals and charges.

18. WHAT HAPPENS IF I DIE AFTER INCOME PAYMENTS START OR AFTER THE DATE THAT
REQUIRED DISTRIBUTIONS HAVE BEGUN?

14
<PAGE>

the interest rate we use to set those payments, in a lump-sum to such
entity. Payments to your beneficiary must be made at least as rapidly as
under the method of distribution being used at the time of your death.

19. WHO IS MY BENEFICIARY AND MAY I CHANGE MY BENEFICIARY?

Your beneficiary is the person or persons you name to receive benefits in
the event of your death. You may name a contingent beneficiary who would
become the beneficiary if all the beneficiaries die before you do. If no
beneficiaries or contingent beneficiaries are named, or if none is alive at
your death, we will pay any benefits to your estate.

After income payments start, you may change the beneficiary for any future
guaranteed income payments. If the payment is being made over two
lifetimes and the other person survives you, he or she can change the
beneficiary. The name of any person over whose life payment is being made
cannot be changed.

20. HOW ARE INCOME PAYMENTS THAT ARE GUARANTEED FOR LIFE CALCULATED?

Life income payments are calculated as shown on page 16. As required by
law, this shows the lowest payments that we could ever make--we expect our
actual payments to be higher.

Actual payments will not be less than those we would provide to a person in
the same class under a single payment immediate annuity bought with an
equal amount at the time annuity payments start.

21. CAN I ARRANGE FOR A SPECIFIC INCOME PLAN FOR MY BENEFICIARY TO TAKE EFFECT
AFTER I DIE?

Yes. You can choose an income plan for your beneficiary which we will
honor at your death, unless you are already receiving income payments at
that time.

22. CAN I MAKE TAX FREE TRANSFERS FROM OTHER METLIFE 403(B) CONTRACTS OR
CERTIFICATES I OWN TO THIS CERTIFICATE?

Yes, if both you and we agree. If agreed to and you do make a tax-free
transfer as described in item 5(c), we will, for purposes of certificate
withdrawal charges, credit your purchase payments with the time you held
them under our other

15
<PAGE>

contracts and certificates prior to the time they were transferred.

23. DOES MY CERTIFICATE CONTAIN ALL THE PROVISIONS THAT MAKE UP MY ENTIRE
CONTRACT WITH METLIFE?

16
<PAGE>

TABLE OF VALUES
Minimum Fixed Interest Account Balance
AGE 45
For a Certificate without any partial withdrawals.
Basis: $1,000 annual deposit allocated to the Fixed Interest Account at the
beginning of each year.
Assumes no transfer or exchange deposit.
Values are not proportional for other purchase payments.
<TABLE>
<CAPTION>

TABLE A TABLE B
End of Minimum Guaranteed Guaranteed
Certificate Account Minimum Account Minimum Monthly
Year Balance Withdrawal Income At Age 70
Value Unisex
<S> <C> <C> <C>
1 $ 1,030.00 $ 206.00 $ 10.26
2 $ 2,090.90 $ 418.90 $ 20.22
3 $ 3,183.63 $ 636.73 $ 29.89
4 $ 4,309.14 $ 861.83 $ 39.28
5 $ 5,468.41 $1,093.68 $ 48.40
6 $ 6,662.46 $1,332.49 $ 57.25
7 $ 7,892.34 $1,578.47 $ 65.84
8 $ 9,159.11 $1,831.82 $ 74.18
9 $10,463.88 $2,092.78 $ 82.28
10 $11,807.80 $2,361.56 $ 90.14
11 $13,192.03 $2,638.41 $ 97.78
12 $14,617.79 $2,923.56 $105.19
13 $16,086.32 $3,217.26 $112.38
14 $17,598.91 $3,519.78 $119.37
15 $19,156.88 $3,831.38 $126.15
16 $20,761.59 $4,152.32 $132.74
17 $22,414.44 $4,482.89 $139.13
18 $24,116.87 $4,823.37 $145.34
19 $25,870.37 $5,174.07 $151.36
20 $27,676.49 $5,535.30 $157.21
AGE 60 $19,156.88 $3,831.38 $126.15
AGE 65 $27,676.49 $5,535.30 $157.21
AGE 70 $37,553.04 $7,510.61 $184.01

</TABLE>
The guaranteed minimum interest rate used to determine the values shown above is
3%. Values during the year will include interest for the completed part of the
year.

The guaranteed maximum account withdrawal values shown above equal 20% of the
comparable minimum account balances and, therefore, assume there have not been
any partial withdrawals in any prior certificate year.

The guaranteed monthly income at age 70 is the minimum amount we would pay over
your lifetime with a guaranteed payment period of 10 years, if you make no
deposits after the year shown and you begin payments at that age 70. This and
other income plans that you may choose are described in item 16. To compute
minimum payments we use an interest rate of 3% and the 1983 Individual Mortality
Table a (Metropolitan Adjusted).

17
<PAGE>

INDEX
<TABLE>
<CAPTION>

Subject Q&A #(s) Page(s)
------- -------- -------
<S> <C> <C>

Administrative Fees 14 11
Assignment 11 10
Beneficiary 19 14
Cancellation 4 3
Computation of Values 20 14
Contract and Authority 23 15
Death Benefit 17, 18 12, 13
Definitions 1 1
Dividends 13 11
Fixed Interest Account 7 6
Income Payments 16, 21 12, 14
Information We Give You 15 11
Plan Restrictions 2 2
Purchase Payments 3, 5 2, 3
Separate Account and Investment Divisions 8 6
Tax Rules 10 9
Texas Optional Retirement Program 12 10
Transfers 9 8
Transfer from Other MetLife Contracts 22 14
Withdrawals 6 3
</TABLE>
NOTICE

When you write to us, please give us your name, address and certificate number.

Please notify us promptly of any address changes. We will write to you at your
last known address.

Checks, drafts or money orders must be drawn to the order of MetLife. All
payments must be made in U.S. currency.

PLEASE READ THIS CERTIFICATE CAREFULLY

MULTIFUNDED ANNUITY CERTIFICATE

ALL VALUES PROVIDED BY THIS CERTIFICATE WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT.

<PAGE>

EXHIBIT (4)(b)(ix)

[LOGO] METLIFE(R)
METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State)
One Madison Avenue--New York, New York 10010-3690

MULTIFUNDED ANNUITY CERTIFICATE

CERTIFICATE DATE July 15, 1996

DATE FIRST CERTIFICATE YEAR ENDS March 31, 1997

PARTICIPANT'S NAME John Doe

CERTIFICATE NUMBER 9876543

INITIAL ADMINISTRATIVE FEE None (See item 13)

PARTICIPATING No (See item 12)

ALL VALUES PROVIDED BY THIS CERTIFICATE WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT. AVAILABLE SEPARATE ACCOUNT INVESTMENT DIVISIONS AS OF THE CERTIFICATE
DATE ARE: THE METROPOLITAN GROWTH, INCOME, DIVERSIFIED, AGGRESSIVE GROWTH,
INTERNATIONAL STOCK AND STOCK INDEX DIVISIONS; THE FIDELITY GROWTH, OVERSEAS,
EQUITY-INCOME, INVESTMENT GRADE BOND, MONEY MARKET, ASSET MANAGER DIVISIONS AND
THE CALVERT RESPONSIBLY INVESTED BALANCED DIVISION. A DESCRIPTION OF EACH OF
THESE DIVISIONS IS INCLUDED IN THE PROSPECTUS.

10-DAY RIGHT TO EXAMINE

/s/ Joseph A. Reali /s/ Ted Athanassiades

Joseph A. Reali Ted Athanassiades
Vice-President and Secretary President and Chief Operating Officer

Cover Page

Form G.4380-V
<PAGE>

1. WHAT DO THE BASIC TERMS IN MY CERTIFICATE MEAN?

"Account Balance" is the entire amount we hold under this certificate for
you.

"Certificate Year" for the first year is measured from the certificate date
and continues to the date specified on the cover page. Each new
certificate year begins the next day. For example, since the certificate
date is July 15, 1996 and if the first certificate year ends March 31,
1997, the second certificate year begins April 1, 1997 and ends on March
31, 1998. The certificate anniversary will be July 15th.

"Code" means the Internal Revenue Code.

"Designated Office" is the administrative office servicing your
certificate. Currently, it is MetLife's office at 1125 17th Street,
Denver, Colorado 80202. If we change it, we will tell you.

"Purchase Payment" refers to money received in your certificate whether
sent by your employer or under a transfer or exchange. A purchase payment
in the Fixed Interest Account includes, for interest crediting, any
transfers from the Separate Account.

"Purchase Payment Year" for any purchase payment, for the first year, is
measured from the date we receive it in our designated office and continues
until the last day of the month in which the anniversary of such receipt
occurs. Each new purchase payment year begins on the first day of the next
month (this works much like certificate years, except that purchase payment
years are determined separately for each purchase payment).

1
<PAGE>

"We", "Us", "MetLife" and "Our" refer to Metropolitan Life Insurance
Company.

"You", "Your", "Me", "My" or "I" refer to the participant. Your rights
under this certificate are nonforfeitable; i.e., your rights cannot be
taken away.

2. HOW ARE PURCHASE PAYMENTS ALLOCATED AND HOW MUCH MONEY CAN BE DEPOSITED
UNDER MY CERTIFICATE?

Annuity purchase payments may be made at any time while you are alive and
before the date income payments begin. All purchase payments should be
sent to our designated office.

You choose how purchase payments are allocated among the Fixed Interest
Account and the investment divisions of the Separate Account. You may
change your allocation for new purchase payments by informing us in
writing. The change will be made upon receipt, unless you specify a later
date, which may be up to 30 days after we receive the request. Allocations
must be in whole number percentages (e.g., 33 1/3% cannot be chosen).

We will not accept any purchase payments under this certificate while you
are withdrawing money under a systematic termination under item 5 below, or
after you have made a withdrawal based on termination of employment under
item 5(v) below.

3. CAN MY CERTIFICATE BE CANCELED?

2
<PAGE>

4. WILL METLIFE ACCEPT TAX-DEFERRED AND AFTER-TAX PURCHASE PAYMENTS?

We will accept the following types of tax-deferred purchase payments, which
are not included in your gross income under the Code:
(a) Salary reduction elective deferrals--Purchase payments sent by your
-----------------------------------
employer under a salary reduction agreement with you.
(b) Transfers and Exchanges--Purchase payments resulting from the tax-free
-----------------------
transfer or exchange of other 403(b) annuity contracts or custodial
accounts.

We will accept employee after-tax purchase payments or any other after-tax
purchase payments permitted under Section 403(b) of the Code.

5. CAN I MAKE WITHDRAWALS?

Yes, but only to the extent permitted under Federal income tax rules as
discussed in item 9 below.

Withdrawal to make direct transfers to 403(b) contracts or accounts may be
made only as permitted by Federal income tax rules. Amounts subject to the
withdrawal restrictions described in item 9 may only be transferred to
contracts or accounts with the same or stricter restrictions.

If you make a partial withdrawal from the Fixed Interest Account, we will
first withdraw any amounts from deposits, and then withdraw other amounts
from earnings on such deposits, in each case on a "first-in, first-out"
(FIFO) basis. To determine from what amounts a withdrawal is taken for tax
purposes, we will apply tax rules which may be different.

A full withdrawal from the Fixed Interest Account may be made if you tell
us of your intention to make a full withdrawal and your the Fixed Interest
Account is paid annually over four years ("systematic termination") as
follows:

3
<PAGE>

(a) 20% of your Fixed Interest Account balance (less any outstanding loan
balance) upon receipt of the request (reduced by any partial
withdrawal from your Fixed Interest Account balance made in the same
certificate year);
(b) 25% of your then current amounts in the Fixed Interest Account balance
(less any outstanding loan balance) one year later;
(c) 33 1/3% of your then current amounts in the Fixed Interest Account
balance (less any outstanding loan balance) two years later;
(d) 50% of your then current amounts in the Fixed Interest Account balance
(less any outstanding loan balance) three years later; and
(e) the remainder of your amounts in the Fixed Interest Account balance
(less any outstanding loan balance) four years later.

The remaining withdrawal may be canceled at any time, but if this is done
any new systematic termination would be paid over a new four year period.
You may not make any other withdrawals after a systematic termination has
been requested from any investment division.

No full withdrawal from the Fixed Interest Account may be made other than
under a systematic termination or pursuant to (i) to (v) below. There are
no restrictions on withdrawal from any investment division.

Partial withdrawals from the Fixed Interest Account may be made to the
extent of 20% of your Fixed Interest Account, in any certificate year. For
example, assume your Fixed Interest Account Balance is $20,000, and that no
prior withdrawals during the certificate year have been made. You now ask
for a withdrawal of $2,000 from your Fixed Interest Account (or 10% of the
Fixed Interest Account balance). The entire amount may be withdrawn. If you
then ask for another withdrawal in the same certificate year and at that
time your Fixed Interest Account Balance is $19,000, the maximum additional
amount that may be withdrawn is $1,900 (i.e., 10% of your Fixed Interest
Account balance) for a total of 20% of your Fixed Interest Account balance
withdrawn during the certificate year.

Withdrawals from the Fixed Interest Account other than to make a systematic
termination or for the 20% per certificate year exemption as described
above are allowed only under the following circumstances:

(i) A full withdrawal made while you are disabled (as defined in Code
Section 72(m)(7)).
(ii) Any minimum withdrawal that is required to avoid Federal income tax
penalties or to satisfy Federal income tax rules.
(iii) Any withdrawal made under item 16 after your death.
(iv) Any withdrawal made to provide income payments for life, or for a
period of five years or more if the payments cannot be accelerated.

4
<PAGE>

(v) Any full withdrawal of your account balance because of separation from
service or because of retirement. Retirement may not be sooner than a
date which occurs after and 10 years of uninterrupted participation
under this certificate if you are no longer employed.
(vi) Any withdrawal that is the result of an unforeseen hardship
encountered by you (as verified in writing in a form acceptable to
us).

Proof of these circumstances satisfactory to us must be given to us if we
ask for it.

6. WHAT IS THE FIXED INTEREST ACCOUNT AND HOW IS INTEREST CREDITED TO IT?

Interest on amounts allocated to the Fixed Interest Account will be
credited from the date they are received at our designated office or
transferred from the Separate Account. Interest will be credited on amounts
in the Fixed Interest Account until the earliest of: (a) withdrawal because
of your death (or your spouse's if he or she continues the certificate),
(b) the dates the amounts are withdrawn or transferred to the Separate
Account, or (c) the date you start to receive income payments.

Thereafter, we will set interest rates for these amounts (and earnings on
them) on or before the first day of each certificate year to be credited
through the last day of such year.

We may credit a different interest rate on transfers and exchanges under
item 4(b) than we do on other purchase payments and on transfers from the
Separate Account. The rates for new purchase payments and transfers from
the Separate Account may be different than the rates credited on amounts
already in the Fixed Interest Account. The rates may also vary depending on
the amount of your account balance. None of our Fixed Interest Account
interest rates will ever be less than 3%.

5
<PAGE>

declared, because we compound interest daily.

7. WHAT IS THE SEPARATE ACCOUNT AND HOW DOES IT OPERATE?

It is Metropolitan Life Separate Account E, an investment account we
maintain separate from our other assets.

The Separate Account is divided into investment divisions, each of which
buys shares in a corresponding portfolio or series of the Funding Options.
Thus, the Separate Account does not invest directly in stocks, bonds, etc.,
but leaves such investments to the Funding Options to make. The Funding
Options are also bought by other separate accounts of ours, our affiliates
and other insurance companies.

We keep track of each investment division of the Separate Account
separately, using accumulation units. When you put money into an
investment division, we give you accumulation units. When you take money
out of the investment division, we reduce the number of your accumulation
units. In either case, the number of accumulation units you gain or lose
is determined by taking the dollar amount of the purchase payment, transfer
or withdrawal and dividing it by the value of an accumulation unit at the
time of the transaction. Thus, if you transfer in $5,000, and the value of
an accumulation unit is $100, you will get 50 accumulation units.

Initially, we set the value of each accumulation unit. At the end of each
valuation period, we then revise it by taking the net asset value of a
share in the applicable Funding Options portfolio or series at the end of
the valuation period, add any Funding Options dividend or capital gain
distribution during the valuation period, subtract any per share charge for
taxes and reserves for taxes, and divide this total by the net asset value
of a share of the same portfolio or series at the start of the valuation
period. Then we subtract a charge not to exceed .000025905 per day (an
effective annual rate of .95%) for administrative expenses and mortality
and expense risks we assume under the certificate. This calculation
results in a factor that we multiply the previous accumulation unit value
by in order to determine the new accumulation unit value.

A valuation period is the period between one calculation of an accumulation
unit value and the next calculation. Normally, we calculate accumulation
units once each day the New York Stock Exchange is open for trading, but we
can delay this determination if an emergency exists, making valuation of
assets in the Separate Account not reasonably practicable, or the
Securities and Exchange Commission

6
<PAGE>

permits such deferral. We may change when we calculate the accumulation
unit value by giving you 30 days notice, to the extent permitted by law.

Amounts added to the Separate Account will be credited as of the end of the
valuation period during which we receive them at our designated office or
they are transferred from the Fixed Interest Account. Additions to or
withdrawals from an investment division may only be made as of the end of a
valuation period.

We may make certain changes to the Separate Account if we think they would
best serve the interests of participants in or owners of similar contracts
or would be appropriate in carrying out the purposes of such contracts.
Any changes will be made only to the extent and in the manner permitted by
applicable laws. Also, when required by law, we will obtain your approval
of the changes and approval from any appropriate regulatory authority.

Examples of the changes to the Separate Account that we may make include:

o To transfer any assets in an investment division to another investment
division, or to one or more other separate accounts, or to our general
account; or to add, combine, or remove investment divisions in the
Separate Account.

o To substitute, for the Funding Options shares held in any investment
division, the shares of another class of the Metropolitan Series Fund,
Inc. or the shares of any other investment permitted by law.

8. CAN MONEY BE TRANSFERRED WITHIN THIS CERTIFICATE?

If you make a transfer from the Fixed Interest Account, we will determine
which purchase payments and earnings to take it from as if it was a
withdrawal from the

7
<PAGE>

certificate. If you transfer money from the Fixed Interest Account to the
Separate Account and then you transfer money from the Separate Account to
the Fixed Interest Account (or from the Separate Account to the Fixed
Interest Account and then from the Fixed Interest Account to the Separate
Account) within 12 months, this will be treated as a return of the same
money (whether or not it really is). Thus, after the transfer into the
Fixed Interest Account, it will earn the same interest rate that it would
have been earning had neither transfer ever taken place. Any amounts in
excess of the original transfer and any amounts transferred back to the
Fixed Interest Account more than 12 months after the first transfer will be
treated as a new purchase payment to the Fixed Interest Account and will
earn the current interest rate for new purchase payments.

9. HOW DO FEDERAL INCOME TAX RULES AFFECT MY CERTIFICATE?

These rules affect your certificate in several ways:

(a) Purchase payments are not included in your gross income and,
therefore, are not currently taxable. The earnings on these purchase
payments are also tax-deferred.

(b) Salary reduction elective deferral purchase payments after December
31, 1988 and the earnings credited to those purchase payments cannot
be withdrawn until you attain age 59 1/2, retire, terminate
employment, become disabled as defined in Code Section 72(m)(7), or
die. This restriction also applies to earnings after December 31,
1988 on amounts attributable to your pre-1989 elective deferral
purchase payments. We are required by the Code to prohibit these
withdrawals, except as noted in this item 9(b) below.

To the extent that we are required to apply the withdrawal
restrictions of Code Section 403(b)(7)(A)(ii) to balances transferred
on a non-taxable basis into this certificate, we will do so.

(c) You must start to receive your account balance no later than April 1
of the calendar year following the calendar year in which you reach
age 70 1/2. If you attained age 70 1/2 before January 1, 1988, you do
not have to start to receive your account balance until April 1 of the
calendar year following the year in which you retire. Payment must be
in a lump-sum or in equal or substantially equal payments over a
period not exceeding: (i) your lifetime; (ii) your life expectancy;
(iii) the joint lifetimes of you and your beneficiary; or (iv) the
joint life expectancy of you and your beneficiary. If your
beneficiary is not your spouse and has a longer life expectancy than
you, Federal income tax rules may require payment over a shorter
period than shown in (iii) and (iv) above. Withdrawals must be made
in accordance with Code Section 401(a)(9) and the regulations
thereunder,

8
<PAGE>

including Regulation 1.401(a)(9)-2. Any withdrawal or income option
under this certificate which is inconsistent with Code Section 401
(a)(9) is not valid.

We will refund all or part of your account balance, if necessary, to
maintain your certificate as a 403(b) annuity. If we make such
refunds or payments, we will adjust your account balance accordingly.
Withdrawal charges will not apply.

(e) For distributions made after 1992, notwithstanding any provision of
this certificate to the contrary that would otherwise limit an
election under this provision, you (or your surviving spouse or former
spouse who is an alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code), hereinafter referred
to as distributee, may elect at the time and in the manner prescribed
by MetLife as payor to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan you specify
in a direct rollover. A direct rollover is a payment of an eligible
rollover distribution under this certificate to the eligible
retirement plan specified by the distributee. An eligible rollover
distribution from this certificate is the taxable portion of any
distribution to you, except that an eligible rollover distribution
does not include the following: (a) any distribution that is one of a
series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy of the
distributee or the joint lives or joint life expectancies) of the
distributee and his or her designated beneficiary; (b) any
distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) for a specified period of
10 years or more; (c) any distribution to the extent such distribution
is required under Section 401(a)(9) of the Code; or (d) the portion of
any distribution that is not includible in gross income. An eligible
retirement plan is an individual retirement account as described in
Section 408(a) of the Code, an individual retirement annuity as
described in Section 408(b) of the Code, a tax-sheltered annuity as
described in Section 403(b) of the Code, that accepts your eligible
rollover distribution. However, in the case of an eligible rollover
distribution to your surviving spouse, an eligible retirement plan is
an individual retirement account or individual retirement annuity.

9
<PAGE>

10. MAY I ASSIGN THIS CERTIFICATE, OR USE IT AS COLLATERAL FOR A LOAN?

11. MAY I BORROW MONEY UNDER MY CERTIFICATE?

Yes, from the Fixed Interest Account balance only. The amount that is
available for you to borrow will be determined based on your entire 403(b)
account balance as described below. Loans are only available before income
payments begin. How much you can borrow, how quickly you must repay it and
various other restrictions are subject to Federal income tax requirements,
which may change from time to time. Our loan application will tell you
about the restrictions that apply at the time you apply for a loan. Loans
will not be allowed for terms of less than one year or more than five years
(15 years for the purchase of a principal residence).

We will charge you interest at the rate of 5% on the amount you borrow from
the date of the loan until the date the loan is repaid. When we make your
loan, your account balance will not be reduced. Instead, the portion of
your account balance equal to the outstanding loan will earn 3%, i.e. 2%
less than the interest rate we charge on the loan. A nonrefundable loan
application fee may be charged for each loan application. The amount of
this fee is shown on the cover page.

When we make your loan, your certificate's account balance will not be
reduced. Instead, the portion of your Fixed Interest Account balance
(determined on a first-in, first-out basis) from deposits first and then
interest on such deposits equal to the outstanding loan will no longer earn
the declared interest rates, but instead will earn 2% less than the rate we
charge on the loan. Also, withdrawals and transfers will be restricted as
described in item 5 above.

The loan must be repaid at least quarterly in substantially level payments
of principal and interest.

10
<PAGE>

If you fail to pay on any loan repayment when it is due, we will treat it
as a taxable distribution to you at the time of the default and withdraw
the amount in default from your account balance, to the extent permitted by
Federal income tax and Department of Labor rules. If we cannot withdraw
the defaulted loan amount because of Code restrictions, the loan amount
will continue to accrue additional interest until the withdrawal can be
made. Such additional interest will be treated as a taxable distribution
to you, and reported for the calendar year during which such additional
interest is charged.

Any default that is reported as a taxable distribution may be subject to an
additional tax penalty for withdrawals before age 59 1/2.

Notwithstanding anything in this certificate to the contrary, the terms of
the loan are governed by Section 72(p) of the Code and any rules and
regulations issued thereunder.

Only one loan may be outstanding on your certificate at any time, unless we
agree to allow more than one loan.

We reserve the right to delay allowing any loan for up to months. We do
not intend to do this except in an extreme emergency.

12. ARE DIVIDENDS PAYABLE UNDER MY CERTIFICATE?

No, your certificate is nonparticipating and does not share in any
distribution of our surplus. All of our additions to your account balance
will be made as earnings.

13. ARE ADMINISTRATIVE FEES DEDUCTED FROM MY CERTIFICATE?

No, we charge no administrative fees.

14. HOW CAN I GET INFORMATION ABOUT MY CERTIFICATE AND ITS VALUE?

If you need information at other times, please tell us.

Anytime you have to tell us something (e.g., to request additional
information, to make transfers, to change your allocation for new purchase
payments, to make withdrawals), you must send written notice to our
designated office unless we have set up some other procedure, such as
notice by telephone.

11
<PAGE>

15. CAN METLIFE GUARANTEE ME AN INCOME FOR AS LONG AS I LIVE OR FOR A WIDE
CHOICE OF OTHER PERIODS?

You may begin receiving annuity income payments at any date you choose
after the certificate date if you tell us at least 30 days in advance
(subject to the provisions of item 9). We will send you information and
the necessary forms to sign, upon receipt of your request at our designated
office. Once annuity income payments start, you will not be able to make
cash withdrawals or change the choice of annuity payment.

16. WHAT HAPPENS IF I DIE BEFORE INCOME PAYMENTS START OR BEFORE THE DATE
DISTRIBUTIONS ARE REQUIRED TO BE MADE?

If you name no contingent beneficiary (or none is alive when you die), we
will pay your estate. If your estate or other non-natural person becomes
entitled to

12
<PAGE>

payment, we will pay the entire death benefit in a lump sum to such person.
Payment to more than one beneficiary or more than one contingent
beneficiary will be in equal shares, unless you specify otherwise.

The entire death benefit under this certificate must be distributed in a
single sum by no later than the end of the calendar year which includes the
fifth anniversary of your death. If, however, your beneficiary is a
natural person, your beneficiary may choose an income plan for life or for
a period of years not more than his or her life expectancy. The income
payments must begin by the end of the calendar year following your death.
If Treasury Regulations allow, we may permit our payments to start later.

The death benefit is the greatest of:

a. The entire account balance less any outstanding loan balance as of the
date we receive proof of death and a properly completed claim form (no
withdrawal charge will apply and no administrative fee will be
deducted), or
b. Total purchase payments made less any outstanding loan balance and any
partial withdrawals, or
c. The highest account balance as of the end of the calendar year in
which any prior quinquennial (5th, 10th, 15th, etc.) certificate
anniversary occurs, less any later partial withdrawals, charges and
less any outstanding loan balance.

17. WHAT HAPPENS IF I DIE AFTER INCOME PAYMENTS START OR AFTER THE DATE THAT
REQUIRED DISTRIBUTIONS HAVE BEGUN?

13
<PAGE>

18. WHO IS MY BENEFICIARY AND MAY I CHANGE MY BENEFICIARY?

Your beneficiary is the person or persons you name to receive benefits in
the event of your death. You may name a contingent beneficiary who would
become the beneficiary if all the beneficiaries die before you do. If no
beneficiaries or contingent beneficiaries are named, or if none is alive at
your death, we will pay any benefits to your estate.

After income payments start, you may change the beneficiary for any future
guaranteed income payments. If the payment is being made over two
lifetimes and the other person survives you, he or she can change the
beneficiary. The name of any person over whose life payment is being made
cannot be changed.

19. HOW ARE INCOME PAYMENTS THAT ARE GUARANTEED FOR LIFE CALCULATED?

Life income payments are calculated as shown on page 14. As required by
law, this shows the lowest payments that we could ever make--we expect our
actual payments to be higher.

Actual payments will not be less than those we would provide to a person in
the same class under a single payment immediate annuity bought with an
equal amount at the time annuity payments start.

20. CAN I ARRANGE FOR A SPECIFIC INCOME PLAN FOR MY BENEFICIARY TO TAKE EFFECT
AFTER I DIE?

Yes. You can choose an income plan for your beneficiary which we will
honor at your death, unless you are already receiving income payments at
that time.

21. CAN I MAKE TAX FREE TRANSFERS FROM OTHER METLIFE 403(B) CONTRACTS OR
CERTIFICATES I OWN TO THIS CERTIFICATE?

Yes, if both you and we agree. If agreed to and you do make a tax-free
transfer as described in item 4(b), we will, for purposes of certificate
withdrawal charges, credit your purchase payments with the time you held
them under our other contracts and certificates prior to the time they were
transferred.

14
<PAGE>

22. DOES MY CERTIFICATE CONTAIN ALL THE PROVISIONS THAT MAKE UP MY ENTIRE
CONTRACT WITH METLIFE?

15
<PAGE>

TABLE OF VALUES
Minimum Fixed Interest Account Balance
AGE 45
For a Certificate without any partial withdrawals or outstanding loans.
Basis: $1,000 annual deposit allocated to the Fixed Interest Account at the
beginning of each year.
Assumes no transfer or exchange deposit.
Values are not proportional for other purchase payments.

TABLE A TABLE B
End of Minimum Guaranteed Guaranteed
Certificate Account Minimum Account Minimum Monthly
Year Balance Withdrawal Income At Age 70
Value Unisex
1 $ 1,030.00 $ 206.00 $ 10.26
2 $ 2,090.90 $ 418.90 $ 20.22
3 $ 3,183.63 $ 636.73 $ 29.89
4 $ 4,309.14 $ 861.83 $ 39.28
5 $ 5,468.41 $1,093.68 $ 48.40
6 $ 6,662.46 $1,332.49 $ 57.25
7 $ 7,892.34 $1,578.47 $ 65.84
8 $ 9,159.11 $1,831.82 $ 74.18
9 $10,463.88 $2,092.78 $ 82.28
10 $11,807.80 $2,361.56 $ 90.14
11 $13,192.03 $2,638.41 $ 97.78
12 $14,617.79 $2,923.56 $105.19
13 $16,086.32 $3,217.26 $112.38
14 $17,598.91 $3,519.78 $119.37
15 $19,156.88 $3,831.38 $126.15
16 $20,761.59 $4,152.32 $132.74
17 $22,414.44 $4,482.89 $139.13
18 $24,116.87 $4,823.37 $145.34
19 $25,870.37 $5,174.07 $151.36
20 $27,676.49 $5,535.30 $157.21
AGE 60 $19,156.88 $3,831.38 $126.15
AGE 65 $27,676.49 $5,535.30 $157.21
AGE 70 $37,553.04 $7,510.61 $184.01

The guaranteed minimum interest rate used to determine the values shown above is
3%. Values during the year will include interest for the completed part of the
year.

The guaranteed monthly income at age 70 is the minimum amount we would pay over
your lifetime with a guaranteed payment period of 10 years, if you make no
deposits after the year shown and you begin payments at that age 70. This and
other income plans that you may choose are described in item 15. To compute
minimum payments we use an interest rate of 3% and the 1983 Individual Mortality
Table a (Metropolitan Adjusted).

16
<PAGE>

INDEX

Subject Q&A #(s) Page(s)
------- ------- ------

Administrative Fees 13 11
Assignment 10 10
Beneficiary 18 14
Cancellation 3 2
Computation of Values 19 14
Contract and Authority 22 15
Death Benefit 16, 17 12, 13
Definitions 1 1
Dividends 12 11
Fixed Interest Account 6 5
Income Payments 15, 19 12, 13
Information We Give You 14 11
Loans 11 10
Purchase Payments 2, 4 2, 3
Separate Account and Investment Divisions 7 6
Tax Rules 9 8
Transfers 8 7
Transfer from Other MetLife Contracts 21 14
Withdrawals 5 3

NOTICE

When you write to us, please give us your name, address and certificate number.

Please notify us promptly of any address changes. We will write to you at your
last known address.

Checks, drafts or money orders must be drawn to the order of MetLife. All
payments must be made in U.S. currency.

PLEASE READ THIS CERTIFICATE CAREFULLY

MULTIFUNDED ANNUITY CERTIFICATE

ALL VALUES PROVIDED BY THIS CERTIFICATE WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT.

<PAGE>

EXHIBIT (4)(b)(x)

[LOGO] METLIFE(R)

Metropolitan Life Insurance Company
One Madison Avenue, New York, NY 10010-3690

ENDORSEMENT
Attach to your certificate. This endorsement is part of your certificate.

The certificate is amended as follows:

All references in the certificate to "systematic withdrawal" are changed to
"systematic termination".

The following definition is added to item [1]:

"Systematic Withdrawal Income Program (SWIP)" refers to an optional
automatic withdrawal program in which you may choose to receive periodic
payments of either a stated amount or a percentage of your account balance.
Payments will start on the date you elect, i.e., the SWIP anniversary.
SWIP may be stopped at any time. [SWIP payments will be taken pro rata from
each investment division and the Fixed Interest Account based on the
account balance in each division and Fixed Interest Account at the time a
payment is paid, or by some other method to which you and we agree at the
time SWIP is elected.] [SWIP is not available if there is an outstanding
loan.]

The following sentence is added to the last paragraph of item [3]:

Whenever SWIP is in effect, deposits may not be made under an automatic
procedure (e.g., deposits through [payroll reduction]).

The following paragraph is added to item [6]:

If you have elected SWIP, the SWIP amount to be paid in each subsequent 12
month period beginning on the SWIP anniversary will, for purposes of the
[10%] free corridor provision, be considered a single withdrawal as of the
SWIP anniversary. If the SWIP withdrawal is the first in a contract year,
withdrawal charges will not apply to any payment until cumulative SWIP
payments from the SWIP anniversary exceed the greatest of:
(i) those deposits, if any, made eight or more deposit years ago, and
[(ii) prior to retirement, [10%] of the amount transferred into the
certificate (including earnings) from other investment vehicles on a
tax-free basis; or
(iii) [after retirement], [10%] of your account balance.]

[The following sentence is added to the first paragraph of item [14]:

Also a loan will not be available if you have elected SWIP.]

/s/ Christine N. Markussen /s/ Harry P. Kamen

Christine N. Markussen Harry P. Kamen
Vice-President & Secretary Chairman, President and Chief Executive Officer

Form G.20247-541

<PAGE>

EXHIBIT (4)(b)(xi)

[LOGO] METLIFE(R)

Metropolitan Life Insurance Company
One Madison Avenue, New York, NY 10010-3690

ENDORSEMENT
-----------

Effective immediately, the certificate to which this endorsement is attached is
amended as follows:

1. BY ADDING THE FOLLOWING ITEM TO QUESTION [ ] "HOW DO FEDERAL INCOME TAX
RULES AFFECT MY CERTIFICATE?":

[e]. Notwithstanding any provision of this certificate to the contrary
that would otherwise limit an election under this item [(e)], you (or
your surviving spouse or former spouse who is an alternate payee under
a qualified domestic relations order, as defined in Section 414(p) of
the Code), hereinafter referred to as distributee, may elect at the
time and in the manner prescribed by MetLife as payor [and, if
applicable, the Plan Administrator] to have any portion of an eligible
rollover distribution paid directly to an eligible retirement plan you
specify in a direct rollover. A direct rollover is a payment under
this certificate to the eligible retirement plan specified by the
distributee. An eligible rollover distribution from this certificate
is the taxable portion of any distribution to you, except that an
eligible rollover distribution does not include the following: (a) any
distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or
life expectancy of the distributee or the joint lives or joint life
expectancies) of the distributee and his or her designated
beneficiary; (b) any distribution that is one of a series of
substantially equal periodic payments (not less frequently than
annually) for a specified period of 10 years or more; (c) any
distribution to the extent such distribution is required under Section
401(a)(9) of the Code; or (d) the portion of any distribution that is
not includible in gross income. An eligible retirement plan is an
individual retirement account as described in Section 408(a) of the
Code, an individual retirement annuity as described in Section 408(b)
of the Code, or a tax-sheltered annuity as described in Section 403(b)
of the Code, that accepts your eligible rollover distribution.
However, in the case of an eligible rollover distribution to your
surviving spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.

G.20361
<PAGE>

-2-

[2. BY LIBERALIZING THE 10% FREE CORRIDOR DESCRIBED IN QUESTION [ ] " CAN I
MAKE WITHDRAWALS?"

(a) You may now utilize the 10% free-corridor by taking multiple
withdrawals during the certificate year, i.e. the free-corridor no
longer has to be taken as the first withdrawal during a certificate
year.

(b) The 10% free-corridor is based on your entire account balance and is
also available even if you have an outstanding loan balance.

For example, if in any certificate year your account balance is
$20,000 and you have an outstanding loan balance of $5,000, the
maximum amount that may be withdrawn under this provision (assuming no
prior withdrawals during that certificate year) is $2,000 (i.e., 10%
of $20,000). If the maximum amount is withdrawn on the first
withdrawal, no further withdrawals are permitted under this provision
during that certificate year. If less than the maximum amount is
taken on the first withdrawal (say $1,000 or 5% of your account
balance), then subsequent withdrawals without a withdrawal charge
during the certificate year will be permitted. If at the time of the
next withdrawal within the same certificate year your account balance
is $19,000, then the maximum additional amount that may be withdrawn
under this provision is $950 (i.e., 5% of $19,000). Thus, in this
example, there would have been two withdrawals of 5% each for a total
of 10% during the certificate year.]

G.20361

<PAGE>

EXHIBIT (4)(d)(xiii)

[LOGO]METROPOLITAN LIFE
AND AFFILIATED COMPANIES

METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
One Madison Avenue--New York, New York 10010-3690

ENDORSEMENT

This Endorsement amends Certificate Form No. G.4333-15 so that it can be used as
a funding vehicle under a Savings Incentive Match Plan for Employees of Small
Employers ("Simple IRA"), established by an employer under section 408(p) of the
Internal Revenue Code of 1986 (the "Code").

THE FOLLOWING PARAGRAPHS ARE ADDED TO ITEM 2 ON PAGE 2 OF THE CERTIFICATE:

A participant in a SIMPLE IRA can make contributions to this Certificate under a
qualified salary reduction arrangement with the employer maintaining the SIMPLE
IRA, subject to the limitations under section 408(p)(2) of the Code.

A participant may contribute a percentage of his or her compensation (up to 100
percent of compensation), but may not contribute in excess of $6,000 (indexed
for inflation beginning in 1998) in the aggregate per year to this, and all
other certificates, contracts or accounts that are used as funding vehicles
under the employer's SIMPLE IRA.

This Certificate may also accept employer contributions made on your behalf
within the limitations of section 408(p) of the Code.

This Certificate will also accept direct transfers and rollovers which are not
prohibited under section 408(p) and which are otherwise permitted under the
terms of this Certificate.

THE FOLLOWING PARAGRAPH IS ADDED TO ITEM 8 (A) ON PAGE 9 OF THE CERTIFICATE:

Withdrawals before age 59 1/2 during the first two years of participation in the
SIMPLE IRA may be subject to a 25% tax penalty instead of a 10% tax penalty,
which would be in addition to ordinary Federal income tax.

/s/ Louis J. Ragusa /s/ Harry P. Kamen

Louis J. Ragusa Harry P. Kamen
Vice-President & Secretary Chairman, President and Chief Executive Officer

RSC 96-37

<PAGE>

EXHIBIT (4)(f)(v)

[LOGO] METLIFE(R)
METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State)

in consideration of the purchase payments it receives under this contract, will
pay the benefits of this contract according to its provisions. The
contractholder and MetLife execute this contract in duplicate to take effect as
of the contract date.

- --------------------------------------------------------------------------------
SPECIFICATIONS

GROUP ANNUITY CONTRACT NUMBER [12345]

EGN NUMBER [67890]

CONTRACT DATE [September 1, 1996]

CONTRACTHOLDER [ABC County]

EMPLOYER [ABC County] Deferred
Compensation Plan

ADMINISTRATIVE FEE See item [4.2]
- --------------------------------------------------------------------------------

ALL VALUES PROVIDED BY THIS CONTRACT WHICH ARE BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
AMOUNT. AVAILABLE SEPARATE ACCOUNT INVESTMENT DIVISIONS AS OF THE CONTRACT DATE
ARE: THE METROPOLITAN GROWTH, INCOME, DIVERSIFIED, AGGRESSIVE GROWTH, THE
INTERNATIONAL STOCK AND STOCK INDEX DIVISIONS, FIDELITY DIVISIONS AND THE
CALVERT DIVISIONS. A DESCRIPTION OF EACH OF THESE DIVISIONS IS INCLUDED IN THE
PROSPECTUS.

By______________________________ Metropolitan Life Insurance Company

________________________________ /s/ Christine N. Markussen
Signature Christine N. Markussen, Vice-President
& Secretary

____________________________ /s/ Harry P. Kamen
Title Harry P. Kamen
Chairman, President & Chief
________________________________ Executive Officer
Witness
_______________________________________
_________________________________ Registrar
Date
_______________________________________
_________________________________ Date
City and State
_______________________________________
City and State

This contract is not eligible for dividends--see item [12.7].

PLEASE READ THIS CONTRACT CAREFULLY

IRC Section 457(b) --Deferred Compensation
Cover Page

Form G.3068
<PAGE>

Contents
==================================================================
Section Page
- ------- ----

1 DEFINITIONS 3

2 RELATION BETWEEN PLAN AND CONTRACT 5
2.1 General Understanding 5
2.2 Changes in Plan's Provisions; Competing Plan 5
[ 2.3 Requests for Plan Benefits and Transfers] 6

3 EMPLOYEE ACCOUNT; PURCHASE PAYMENTS 7
3.1 Employee Account 7
3.2 Purchase Payments 7

4 FIXED INTEREST ACCOUNT 8
4.1 Crediting of Interest 8
4.2 Administrative Fee 8

5 SEPARATE ACCOUNT 9
5.1 Separate Account E 9
5.2 Accumulation Units 9
5.3 Valuation 9
5.4 Administrative Fee 10
5.5 Changes to the Separate Account 10

6 TRANSFERS 11
6.1 Transfers Generally 11

7 WITHDRAWALS 12
7.1 Withdrawal Request 12
7.2 Partial Withdrawals 12
7.3 Withdrawal Charges [If Additional Funding Options
Become Available] 12
7.4 Exemptions From Withdrawal Charges 13
7.5 Free-Corridor 14
7.6 Example of Withdrawals 15
7.7 Right to Delay 15

==================================================================

1
<PAGE>

Contents (continued)

==================================================================
Section Topic Page
- ------- ----- ----

8 FEDERAL INCOME TAXES 16
8.1 Federal Income Tax Rules As They Relate to 457(b)
Annuities
16
9 DEATH BENEFIT
9.1 The Amount of the Death Benefit 17
9.2 Who Receives the Death Benefit 17
17
10 INCOME PLANS
10.1 Income Plans Available 18
10.2 Income Plan Purchases 18
10.3 Cost of Annuities 18
10.4 Guarantee 19
10.5 Income Annuity Certificates 20
10.6 Misstatements 20
20
11 DISCONTINUANCE
21

12 GENERAL PROVISIONS
12.1 Entire Contract 23
12.2 Claims of Creditors; Assignment 23
12.3 Liability for Payments 23
12.4 Communications; Payments 23
12.5 Information to be Furnished 23
12.6 Applicable Law; Changes; Right to Amend 23
12.7 Non-Participating 24
12.8 Statements 24
24

==================================================================

2
<PAGE>

SECTION 1-- DEFINITIONS

[1.1] "Annuitant" is a person for whom income payments are being made.

[1.2] "Code" means the United States Internal Revenue Code of 1986, as amended
from time to time.

[1.3] "[Contract] Year" is generally the 12 month period beginning on the
contract date of the [Contract] and every 12 month period thereafter. The
first [Contract] Year could be more or less than 12 months. If it is more
or less than 12 months, it will be specified in the [Contract].

[1.4] "Designated Office" is the administrative office servicing your contract.
Currently it is MetLife's office at [1125 17th Street, Denver, Colorado
80202]. We will notify you of any change.

[1.5] "Employee" means an employee of the Contractholder who is participating
in the Plan in accordance with its provisions and for whom money is
contributed under this Contract. Separation from service does not end
one's participation in the Plan.

[1.6] "Employee Account Balance" is the entire amount we hold under this
contract for an Employee. Amounts are for bookkeeping purposes only and
give the Employee no rights. You will be the sole owner of all Employee
Account Balances and will have the exclusive right to all contract
benefits.

[1.7] "Employee Year" for the first year is measured from the date a purchase
payment is first received on behalf of each Employee and continues to the
date specified in the [Contract]. Such date will not be less than three
(3) months or more than fifteen (15) months. Each new Employee Year
begins the next day.

[1.8] "Fixed Interest Account" means the general account described more fully
in Section 4.

[1.9] "Funding Options" refer to [the Metropolitan Series Fund, Inc., the
Calvert Responsibly Invested Balanced Portfolio, the Calvert Capital
Accumulation Portfolio, and Fidelity's Variable Insurance Products Fund
and Variable Insurance Products Fund II. All are either mutual funds or
series of mutual funds used only for insurance and annuity contracts such
as this one. The Metropolitan Series Fund and Fidelity's Variable
Insurance Products Fund and Variable Insurance Products Fund II are
divided into portfolios each of which has its own investment objectives].

[1.10] "Investment Divisions" are part of the Separate Account. Each division
invests in a corresponding portfolio or series of the Funding Options,
rather than investing directly in stocks, bonds or other investments.
Thus, the investment experience of each division will generally be the
same as that of the corresponding portfolio or series, reduced by charges
under this contract for services and benefits we provide. We will tell
you about any changes.

3
<PAGE>

[1.11] "Plan " means [the ABC County Deferred Compensation 457(b) Plan].

[1.12] "Plan Year" runs from January 1 through December 31 or such other period
that the Contractholder specifies and communicates to MetLife.

[1.13] "Purchase Payment" refers to money received under this contract.

[1.14] "Purchase Payment Year" for any purchase payment, for the first year, is
measured from the date we receive it in our designated office and
continues until the last day of the month in which the anniversary of
such receipt occurs. Each new purchase payment year begins on the first
day of the next month.

[1.15] "Section 457 Plan" means a plan that meets the requirements of Section
457(b) of the Code.

[1.16] "Separate Account" means an investment account we maintain separate from
our other assets, divided into investment options. The Separate Account
is described more fully in Section 5.

[1.17] "We", "Us", and "Our" and "MetLife" refer to Metropolitan Life Insurance
Company.

[1.18] "You" and "Your" mean the Contractholder specified on the cover page.

4
<PAGE>

SECTION 2--RELATION BETWEEN PLAN AND CONTRACT

2.1 General Understanding

The Plan permits purchase payments to be paid under a contract of this
type. You have given MetLife a copy of the Plan as in effect on the Issue
Date. The Plan is mentioned for reference purposes only. We are not a
party to the Plan.

You and MetLife agree as follows:

(1) As of the Contract Date, the Plan has certain provisions and/or
related administrative practices applicable to [purchase payments by
and on behalf of Employees, investment options available to Employees,
allocation of such purchase payments among the Plan's investment
options, transfers of account balance amounts between such investment
options, and payments to Employees or their beneficiaries because of
retirement, separation from service, death, in-service unforeseen
emergency withdrawals, or in-service withdrawals for any reason at or
after age 70 1/2]. References in this contract to Plan provisions
and/or administrative practices mean the provisions and/or
administrative practices as in effect on the Issue Date.

(2) As used in this contract, "separation from service" does not include
transfer or other change of employment from one governmental agency to
another.

(3) Employees will exercise their own independently determined judgments
with regard to Plan option decisions, without influence or direction
by you. You may, however, add or eliminate investment options or
elect an alternative funding agent pursuant to Section [2.2 or
pursuant to Section 11].

(4) [If you request, we will serve as a third party administrator, the
compensation for which will be made by you and specified in a separate
agreement entered into at the same time as this contract.]

2.2 Changes in Plan's Provisions; Competing Plan

You will furnish MetLife with advance copies of all communications to
Employees concerning the Plan, which might have a material effect on this
contract's financial experience. Such communications include, but are not
limited to, an announcement of the addition or elimination of an investment
option, or a written explanation of Plan provisions. Such communications
will be sent to MetLife for review, but will not be subject to MetLife's
approval.

[If MetLife's financial experience under this contract would be adversely
affected as the result of a Plan amendment and/or change in the Plan's
administrative practices (e.g., restriction on transfers) that would
materially increase the amount of payments MetLife would have to make under
this contract, or materially reduce the interval between such payments,
MetLife may discontinue this contract under the terms of Section 11.]

5
<PAGE>

[2.3 Requests for Plan Benefits and Transfers

You must, on behalf of Employees, request withdrawals or transfers pursuant
to the Plan provisions referred to in Section 2.1. [You also will specify
how the withdrawal will be used.]]

6
<PAGE>

SECTION 3--EMPLOYEE ACCOUNT; PURCHASE PAYMENTS

3.1 Employee Account

You will establish an account for each Employee participating under the
Plan. Nothing in this contract is to be construed as giving any Employee at
any time a security interest in any Employee Account Balance or as placing
any Employee Account Balance in trust with you for the benefit of any
Employee. Employee Account Balances are not collateral security for the
payment of any benefits under any plan and are available to meet your
general obligations.

3.2 Purchase Payments

Purchase payments may be made on behalf of an Employee at any time while
this contract is in effect. The Employee on whose behalf the purchase
payment is made must be identified. All purchase payments should be sent
to our designated office unless you and we agree otherwise.

[If you permit, we will allow each Employee to choose how purchase payments
are allocated among the Fixed Interest Account and the investment divisions
of the Separate Account. An allocation for new purchase payments may be
changed by telling us. The change will be made upon receipt, unless a
later date is specified, which may be up to 30 days after we receive the
request. Allocations must be in whole number percentages (e.g., 33 1/3%
cannot be chosen).]

We will accept under your contract amounts you send us for each Employee up
to the annual and aggregate amount limitations of Section 457 of the Code.
In addition, we have a lifetime maximum per Employee for all purchase
payments of [$500,000]. We may either return amounts that are above this
limit or agree to take them (if the Code allows). We may change the
maximum by telling you in writing at least 90 days in advance.

We will not accept purchase payments for any Employee until: (a) we receive
your request that this contract be utilized for that person; and (b) we
have entered that person's name on our records under this contract. We will
not accept purchase payments under this contract for any Employee who is
not employed by you. We will not accept any purchase payments for an
Employee after you have made a withdrawal based on separation from service
of that Employee under Section 7.4(b) below.

[We will not accept any purchase payments (except transfers or exchanges)
for an Employee on whose behalf you are withdrawing money under a
systematic termination under Section 7.4(i), or who has made a withdrawal
based on separation from service under Section 7.4(b).]

7
<PAGE>

SECTION 4--FIXED INTEREST ACCOUNT

4.1 Crediting of Interest

Interest on amounts allocated to the Fixed Interest Account will be
credited from the date they are received at our designated office or
transferred from the Separate Account. Interest will be credited on
amounts in the Fixed Interest Account until the earliest of (a) withdrawal
because of the death of an Employee (or the death of the Employee's spouse
who has continued the [Contract]), (b) the date the amounts are withdrawn
or transferred to the Separate Account, or (c) the date the Employee starts
to receive income payments. The interest rates we declare are "annual
effective yields." The interest rates we set from time to time will never
be less than 3%.

[Different interest rates may apply to each purchase payment depending on
the date the purchase payment is received at our designated office. The
declared interest rate in effect when a new purchase payment is received
will be credited on that purchase payment until the last day of the first
purchase payment year. A new interest rate will be declared for each new
purchase payment year and will apply both to the original purchase payment
and all earnings on that purchase payment. We may declare interest rates
for one year periods starting on the date the purchase payment is received,
instead of based on purchase payment years. If we do so we will tell you
in advance. We will only do this for new purchase payments.]

[We may credit a different interest rate on transfers and exchanges under
Section 3.2 than we do on other purchase payments and on transfers from the
Separate Account. The rates for new purchase payments and transfers from
the Separate Account may be different than the rates credited on amounts
already in the Fixed Interest Account. The rates also may vary depending
on the amount of the Employee's Account Balance.]

4.2 Administrative Fee

[No administrative fee applies to the Fixed Interest Account.] [At the end
of each Employee Year, we may deduct a $20 administrative fee from an
Employee's Fixed Interest Account on a "first-in, first-out" basis from
purchase payments and then from earnings on such purchase payments, if the
Account Balance is less than $10,000 and no purchase payments were received
during the Employee Year. If the Employee's Fixed Interest Account Balance
is less than $20 at the end of an Employee Year, we will waive the fee.

We may change the date on which the administrative fee is deducted to the
[Contract] anniversary. If we do so, we will tell you in advance.]

8
<PAGE>

[SECTION 5--SEPARATE ACCOUNT

5.1 Separate Account E

Metropolitan Life's Separate Account E, an investment account we maintain
separate from our other assets, is used under this contract for amounts
allocated or transferred to available investment divisions. We own the
assets in the Separate Account. The Separate Account will not be charged
with liabilities that arise from any other business that we conduct. We
also will add amounts to the Separate Account from other contracts of ours.

The Separate Account is divided into investment divisions, each of which
buys shares in a corresponding portfolio of the Funding Options. Thus, the
Separate Account does not invest directly in stocks, bonds, etc., but
leaves such investments to the Funding Options to make. The Funding
Options also may be bought by other separate accounts of ours, our
affiliates and other insurance companies.

5.2 Accumulation Units

We keep track of each investment division of the Separate Account
separately using accumulation units. Initially, we set the value of each
accumulation unit. At the end of each valuation period, we then revise it
by taking the net asset value of a share in the applicable Funding Options
portfolio at the end of the valuation period, add any Funding Options
dividend or capital gain distribution during the valuation period, subtract
any per share charge for taxes and reserves for taxes, and divide this
total by the net asset value of a share of the same portfolio as of the
start of the valuation period. Then we subtract a charge not to exceed
[.000025905] per day (an effective annual rate of [.95%]) for
administrative expenses and mortality and expense risks we assume under
each [Contract]. This calculation results in a factor that we multiply the
previous accumulation unit value by in order to determine the new
accumulation unit value.

5.3 Valuation

A valuation period is the period between one calculation of an accumulation
unit value and the next calculation. Normally, we calculate accumulation
units once each day the New York Stock Exchange is open for trading, but we
can delay this determination if an emergency exists, making valuation of
assets in the Separate Account not reasonably practicable, or if the
Securities and Exchange Commission permits such deferral. We may change
when we calculate the accumulation unit value to the extent permitted by
law.

Amounts added to the Separate Account will be credited as of the end of the
valuation period during which we receive them at our designated office or
they are transferred from the Fixed Interest Account. Additions to or
withdrawals from an investment division may only be made as of the end of a
valuation period.

9
<PAGE>

5.4 Administrative Fee

No administrative fee applies to the Separate Account.

5.5 Changes to the Separate Account

We may make certain changes to the Separate Account if we think they would
best serve the interests of Employees in or owners of the contracts or
would be appropriate in carrying out the purposes of such contracts. Any
changes will be made only to the extent and in the manner permitted by
applicable laws. We will notify you in advance of any change we intend to
make and where necessary obtain your approval.

If any changes result in material change in the underlying investments of
an investment division to which an amount is allocated, a new choice of
investment divisions may be made.]

10
<PAGE>

[SECTION 6--TRANSFERS

6.1 Transfers Generally

If a transfer is made from the Fixed Interest Account, we will determine
which purchase payments and earnings to take it from as if it was a
withdrawal as described in Section 7. If a transfer is made from the Fixed
Interest Account to the Separate Account and then a transfer is made from
the Separate Account to the Fixed Interest Account [(or from the Separate
Account to the Fixed Interest Account, and then from the Fixed Interest
Account to the Separate Account)] within 12 months, this will be treated as
a return of the same money whether or not it really is. Thus, after the
transfer back to the Fixed Interest Account, it will earn the same interest
rate that it would have been earning had neither transfer ever taken place.
Any amounts in excess of the original transfer and any amounts transferred
more than 12 months after the first transfer will be treated as a new
purchase payment.]

11
<PAGE>

SECTION [7]--WITHDRAWALS

[7.1] Withdrawal Request

Withdrawals may be made by contacting our designated office. Any
withdrawal request must be signed by you or your designee and must
clearly state [the account (and investment division, if any)] from which
the withdrawal is to be made. The minimum withdrawal is [$500] or the
Employee's entire account or division balance, if less.

[No withdrawal charge applies unless additional funding options are made
available under the Plan, as discussed below.]

[7.2] [Partial Withdrawals

If a partial withdrawal is made from [an investment division or] the
Fixed Interest Account, we will [first] withdraw any amounts from
[purchase payments] [in the Fixed Interest Account] that can be withdrawn
with no withdrawal charge, then withdraw amounts from [purchase
payments][in the Fixed Interest Account] subject to a withdrawal charge
(ignoring the [20%] exemption provided below), and will then withdraw
other amounts from any [earnings] on such purchase payments, in each case
on a "first-in, first-out" (FIFO) basis. To determine from what amounts a
withdrawal is taken for tax purposes, we will apply tax rules which may
be different.]

[7.3] [Withdrawal Charges [If Additional Funding Options Become Available]

[If the Plan offers funding options that are different than those offered
as of the issue date, we may impose withdrawal charges. If we do so, we
will tell you and the following withdrawal charges will apply.]

Withdrawal charges when they apply, are imposed on each purchase payment
[in the Fixed Interest Account] for the first [seven] purchase payment
years as shown in the following table.

=====================================
During Purchase Payment Year
[ 1 2 3 4 5 6 7 [8] &
Beyond
7% 6% 5% 4% 3% 2% 1% 0%]
=====================================

To determine the withdrawal charge, [we treat an Employee's Account Balance
as if it were a single account, and ignore both the Employee's actual
allocations and what account or division the withdrawal is actually coming
from. To do this,] we first treat the withdrawal from [the Fixed Interest
Account] as coming from purchase payments that can be withdrawn without a
withdrawal charge, then from

12
<PAGE>

other purchase payments, and then from [earnings] on such purchase
payments--in each case on a first-in, first-out basis. Once we have
determined the amount of the withdrawal charge (as explained below), we
will actually withdraw it from [the Fixed Interest Account] [each
account and investment division in the same proportion as the withdrawal
that is being made.] In determining what the withdrawal charge is, we do
not include [earnings], although the actual money to pay the withdrawal
charge may come from [earnings].

For partial withdrawals from [the Fixed Interest Account], we pay you
what was asked for [provided such amount is eligible for withdrawal] and
reduce the [Fixed Interest] Account Balance by a larger amount, as
follows: the amount to which no withdrawal charge applies, plus the
amount to which a withdrawal charge applies divided by 100% minus the
percentages shown above (so that if the percentage shown is 7% we divide
by 93%). If the Employee's [Fixed Interest] [account balance] [in any
investment division or account] is not sufficient to allow us to make a
partial withdrawal and deduct the withdrawal charge, we will treat your
request as a request for a full withdrawal. For full withdrawals [from
the Fixed Interest Account], we multiply each amount to which the
withdrawal charge applies by the percentages shown above, keep the
resulting amount as a withdrawal charge and pay you the rest.]

[7.4] [Exemptions From Withdrawal Charges

When withdrawal charges are imposed, no withdrawal charge will apply:

(a) to any [full] withdrawal [from the Fixed Interest Account] made
while the Employee is disabled (as defined under Section 72(m)(7) of the
Code).

(b) to any [full] withdrawal [from the Fixed Interest Account]:

(1) because of an Employee's separation from service from the employer
sponsoring the Plan [provided the Employee has been covered under
this contract for at least ten (10) uninterrupted years]; or

(2) because of the Employee's retirement pursuant to the Plan's written
provisions, or, if no provisions exist, after the tenth Employee
Year (as verified in writing in a form acceptable to us).

[This exemption from withdrawal charges does not apply to withdrawals of
any transfer or exchange amounts contributed under this contract from
other investment vehicles on a tax-free basis.]

(d) To any withdrawal made under Section 9 after the Employee's death.

(e) To any withdrawal made to provide income payments for life, or for a
period

13
<PAGE>

of five years or more if the payments cannot be accelerated.

(f) To any withdrawal that is the result of an unforeseen emergency
encountered by the Employee as defined under IRS regulations (as
verified in writing in a form acceptable to us).

(g) If the Plan is terminated, and the Employee's [Account Balance] is
transferred to another one of our annuities.

(h) To direct transfers to any funding vehicles pre-approved by us.

(i) [To a full withdrawal [from the Fixed Interest Account] which is paid
annually over four years ("systematic termination") as follows:

(1) 20% of the Employee's [Fixed Interest] [Account Balance] upon
receipt of the request (reduced by any partial withdrawal from the
Employee's [Fixed Interest] [Account Balance] made in the same
Employee Year);
(2) 25% of the Employee's then current [Fixed Interest] [Account
Balance] one year later;
(3) 33 1/3% of the Employee's then current [Fixed Interest] [Account
Balance] two years later;
(4) 50% of the Employee's then current [Fixed Interest] [Account
Balance] three years later; and
(5) the remainder of the Employee's [Fixed Interest][Account Balance]
four years later.

The remaining withdrawal may be canceled at any time, but if it is, any new
systematic termination would be paid over a new four year period. Full
withdrawals [from the Fixed Interest Account] over fewer than four years or
for amounts in excess of the percentages shown above will be subject to the
withdrawal charges described above.]

(j) For the Fixed Interest Account only, if we agree in writing that none
will apply.]

[7.5][Free Corridor

In addition to the exemptions described in Section 7.4, withdrawals in any
[Contract] Year will be exempt from the withdrawal charge to the extent of:
(i) those amounts, if any, that can be withdrawn without a withdrawal
charge, and (ii) any extra amounts needed to make the exemption equal [20%]
of the Employee's [Fixed Interest] Account Balance. For example, assume
the Employee's [Fixed Interest] Account Balance is $20,000 and no prior
withdrawals during the [Contract] Year have been made. You now ask for a
withdrawal of $2,000 (i.e., 10%) [from the Fixed Interest Account]. This
entire $2,000 may be withdrawn without a withdrawal charge. If you then
ask for another withdrawal in the same [Contract] Year and at that time the
Employee's [Fixed Interest] Account Balance is $19,000, the maximum
additional amount that may be withdrawn without a withdrawal charge is
$1,900 (i.e., 10%) for a total of [20%] withdrawn during the

14
<PAGE>

Employee Year.]

7.6 [Example of Withdrawals

Assume four purchase payments of $2,400, each allocated 50% to the Fixed
Interest Account and 50% to the Growth Division of the Separate Account.
Further, assume withdrawal charge percentages of 0%, 3%, 5% and 7%,
respectively; and balances of $5,880 in the Fixed Interest Account and
$6,350 in the Growth Division. Assume no transfer or exchange purchase
payments and that the Employee's entire Account Balance is eligible for
withdrawal. A withdrawal of $3,500 is then requested from the Growth
Division.

The free corridor is equal to $2,446, which is determined as: (i) those
amounts, if any, that can be withdrawn without a withdrawal charge (i.e.,
in this case the first purchase payment of $2,400), and (ii) any extra
amounts needed to make the exemption equal [20%] of the Account Balance
([20%] of $12,230 = $2,446), i.e., an extra $46. To determine the charge,
we first take the $2,446 that can be withdrawn with no charge (it doesn't
matter how the Account Balance is allocated -- we are treating the
Employee's Account Balance as if it were a single account). We then take
$1,054 from the second purchase payment (which is subject to a 3%
withdrawal charge) and divide this $1,054 by 97%. The result is $1,086.60.
Since the total of these two numbers is $3,532.60 ($2,446 + $1,086.60) and
the request was for $3,500, the extra $32.60 is the withdrawal charge. We
take the $32.60 from the Growth Division, as well as taking the $3,500 from
there. The Employee's Growth Division balance is now $2,817.40, and the
total Account Balance is $8,697.40.

If a full withdrawal is then requested during the same Contract Year, we
multiply the remaining $1,313.40 from the Employee's second purchase
payment by 3% ($39.40), the third $2,400 purchase payment by 5% ($120), and
the fourth $2,400 purchase payment by 7% ($168). No charge applies to the
earnings. Thus, we withdraw $327.40 as the withdrawal charge, and pay you
the remaining $8370.]

7.7 Right to Delay

15
<PAGE>

SECTION [8]--FEDERAL INCOME TAXES

[8.1] Federal Income Tax Rules As They Relate to 457(b) Annuities

(a) Purchase payments are not included in the Employee's gross income and,
therefore, are not currently taxable. The earnings on these purchase
payments are also tax-deferred.

(b) Withdrawals will not be made available to Employees or their
beneficiaries earlier than:

(1) the calendar year in which the Employee attains age 70 1/2;

(2) when the Employee is separated from service; or

(3) when the Employee is faced with an unforeseeable emergency
(determined in the manner prescribed in IRS Regulations).

(c) You are solely responsible to ascertain that the Plan meets the
requirements of Section 457(b) of the Code, including the deferral
limitations of Sections 457(b) and (c) of the Code, and you represent
that the Plan is not subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended.
(d) In order to preserve the status of this contract as a 457(b) annuity,
we have the right to amend this contract to make it comply with Federal
income tax rules. We will notify you of any amendments and, when
required by law, we will obtain the approval of the appropriate
regulatory authority.

[(e) A part-time, seasonal or temporary Employee is considered a qualified
participant under this 457(b) contract provided any benefit relied upon to
satisfy the requirements of paragraph (d)(1) of Section 3121(b)(7)(F) of
the Code is 100% nonforfeitable. A part-time, seasonal or temporary
Employee's benefit is considered nonforfeitable within the meaning of
Section 3121(b)(7)(F) if on any given day the Employee is unconditionally
entitled to a single sum distribution on account of death or separation
from service that is at least equal to 7.5% of the Employee's compensation
for all periods of credited service taken into account in determining
whether the Employee's benefit under the retirement system meets the
minimum retirement benefit requirements of Section 3121(b)(7)(F).]

We will refund to you all or part of the Employee's Account Balance, if
necessary, to maintain the contract as a 457(b) annuity. If we make such
refunds or payments, we will adjust the Employee's Account Balance
accordingly. Withdrawal charges will not apply.

16
<PAGE>

SECTION [9]-- DEATH BENEFIT

[9.1] The Amount of the Death Benefit

The death benefit for each Employee is the [greater] [greatest] of:

[a. The entire Employee's Account Balance as of the date we receive proof
of death and a properly completed claim form (no withdrawal charge
will apply and no administrative fee will be deducted), or]

b. The total purchase payments made minus any partial withdrawals, or

c. The highest Employee's Account Balance as of the end of the calendar
year in which any prior quinquennial (5th, 10th, 15th, etc.)
[Contract] anniversary occurs, less any later partial withdrawals and
contract charges.

[9.2] Who Receives the Death Benefit

After we receive proof of death and a properly completed claim form, we
will pay you the death benefit (as of the date of settlement). If the
Employee dies before distributions begin, his entire interest must be
distributed within five (5) years after his death (or later if prescribed
by IRS Regulations). You, on behalf of the Employee's beneficiary, may
instead satisfy this requirement if you elect to have this amount applied
to purchase an income plan as described in Section 10. However, the
payment period may not exceed 15 years or the life expectancy of the
surviving spouse if such spouse is the beneficiary, and for non-spouse
beneficiaries payment must start no later than one year after death (or
later if prescribed by IRS Regulations). If the spouse is the beneficiary,
payments are not required to begin until the date on which the Employee
would have attained age 70 1/2. Also, any amount not distributed to the
Employee during his or her life must be distributed after the death of the
Employee at least as rapidly as under the method of distribution being
used as of the date of death.

17
<PAGE>

SECTION [10]--INCOME PLANS

[10.1] Income Plans Available

In accordance with the terms of your Plan, MetLife will make available
under this contract annuity payments guaranteed for life to Employees
or beneficiaries of Employees [on a monthly, quarterly, semiannual or
annual basis]. These annuity payments also may be guaranteed for a
specified number of years, but not beyond the payee's life expectancy
or the joint life expectancy (subject to Internal Revenue Service
limitations) if there is more than one payee. If the second payee is
not the annuitant's spouse and has a longer life expectancy than the
annuitant, Federal income tax rules may further limit the length of any
guaranteed period. Other payment plans may be arranged with us
[including a variable payment plan if such plans are being offered at
the time the annuity plan is chosen.] The investment divisions under a
variable payment plan, if offered, are expected to be the same as those
specified on the cover page. The amount of each payment under an income
plan must be at least $50.

[10.2] Income Plan Purchases

All or part of any Employee's Account Balance may be used by you to buy
immediate annuities under this contract for the benefit of that
Employee or that Employee's beneficiaries.

Employees or their beneficiaries may begin receiving annuity payments
on any date designated by the Contractholder which occurs after the
Issue Date, if the Contractholder gives MetLife at least 30 days
advance notice. However, annuity payments must start no later than the
April 1 of the calendar year after the year in which the Employee
attains age 70 1/2, or at a later date if permitted by law. Upon
receipt of the Contractholder's request at Metlife's designated office
(see Section 1.4), MetLife will send the Contractholder information and
the necessary forms to sign. Once annuity payments start, neither the
Contractholder nor the payee may change the choice of annuity payments.

You must send us the following information on behalf of an Employee
whenever an income plan is requested:

(1) The date annuity payments are to start (the "Annuity Commencement
Date"). It may not be more than 60 days after MetLife receives your
request. If MetLife receives the request less than 30 days before
the date you requested as the Annuity Commencement Date, MetLife
may make the Annuity Commencement Date the first day of the month
after the date you requested.

(2) The amount to be used to buy the annuity.

(3) The form of annuity to be bought.

(4) The name, date of birth, and any other relevant data for each
annuitant.

18
<PAGE>

The distribution of an Employee's Account Balance shall be in accordance
with [the provisions of the Plan in which he or she participates and]
any applicable federal rules and regulations. The requirements of Code
Section 401(a)(9) and the Regulations thereunder, including the
incidental death benefit requirements of Regulation Section 1.401(a)(9)-
2, shall supersede any contrary terms of this contract.

[10.3] Cost of Annuities

The costs of annuities under this contract are set forth in the schedule
below. MetLife may change them on or after the first anniversary of the
Issue Date by giving the Contractholder at least 90 days notice. No such
change will be made within one year of any previous change nor will such
change adversely affect any Employee for whom an Employee's Account
Balance was maintained immediately prior to the date of the change.

[The cost of each annuity is $300, plus any applicable tax, plus the
amount from the appropriate schedule below for each $1 of monthly
annuity payment.]

(1) Life Annuity - Payable on the first day of each month from the date
------------
of purchase to the first day of the month in which the annuitant
dies.

Annuitant's Amount per $1 Monthly
Exact Age Annuity Payment
----------------------------------

55 $212.44
60 188.22
65 162.33
Edition B
(Unisex)

(2) 100% Joint and Survivor Annuity - Payable on the first day of each
-------------------------------
month from the date of purchase to the first day of the month in
which the second of the annuitants dies.

Annuitants' Exact Ages
----------------------

Primary Survivor Amount per $1 Monthly
Annuitant Annuitant Annuity Payment
-----------------------------------------------------

55 60 $239.73
60 65 216.25
65 65 201.68
Edition B
(Unisex)

19
<PAGE>

(3) Life Annuity with 10 Years Certain Payments - Payable on the first
-------------------------------------------
day of each month from the date of purchase to the first day of the
month in which the annuitant dies, with 120 payments guaranteed.

Annuitant's Amount per $1 Monthly
Exact Age Annuity Payment
------------------------------------------

55 $215.93
60 193.75
65 171.32

Edition B
(Unisex)

On request, MetLife will furnish values for ages and forms of annuity
not shown. Also, if at the time an annuity is bought, MetLife makes it
available on more favorable values under contracts in the class to which
this contract belongs, then such more favorable values will be
applicable.

[10.4] Guarantee

If at any time an immediate annuity is bought, MetLife makes it
available at a lower cost under contracts in the class to which this
contract belongs, then such lower cost will apply.

[10.5] Income Annuity Certificates

As of the election of an income plan, MetLife will deliver to the
Contractholder a certificate issued to the annuitant that outlines the
benefits payable under the annuity.

Any certificate or certificate rider issued under this contract that is
certified in MetLife's name will be considered certified by MetLife as
fully as if the signature of one of its officers appeared.

[10.6] Misstatements

If MetLife determines that any relevant fact relating to any annuity is
misstated, MetLife will not pay more than it would have paid based on
the correct information and the cost of the annuity. Any overpayment
will, together with interest, be deducted from future payments. Any
underpayment will, together with interest, be paid immediately upon
receipt of the corrected information. The interest rate will be that
used to determine the cost of the annuity.

20
<PAGE>

SECTION 11--DISCONTINUANCE

Discontinuance of Contract

Either you or we may discontinue this contract for any reason as of any
Business Day by giving the other party at least [30] days notice. In
addition, if the Plan terminates or ceases to be a 457(b) Plan, or if you
fail to fulfill your duties under this contract, we may end this contract
immediately by giving you such advance notice as is reasonable under the
circumstances.

The effective date that this contract ends will be the Discontinuance Date.
On the Discontinuance Date you may request us to make a transfer of the
aggregate of the Employee Account Balances to another funding vehicle you
name. The transfer date will be the later of the date you specify or 120
days after we receive your request, unless you choose installment payments
in which case payments will be made as specified below.

Any Employee Account Balance transferred will include the deduction of any
applicable withdrawal charges unless you choose installment payments as
described below.

Fixed Interest Account Distribution
-----------------------------------

For the Fixed Interest Account Balances, [and subject to any approvals or
limitations required by a regulatory agency,] we will make payments under
either one of the following options as selected by you. If you do not elect
before the transfer date to have payment made in a single sum, then payment
will be made in installments as under option (2).

(1) GAC Transfer Payment: You may transfer the Fixed Interest Account
---------------------
Balances within 31 days after the Discontinuance Date to a MetLife
group annuity contract without a withdrawal charge so long as any event
described in Section 2.2 does not occur or has not occurred. That
contract will guarantee principal and interest and contain all other
provisions required by law for contracts providing such rights.

(2) Five Installment Payments: The Fixed Interest Account Balances may be
--------------------------
paid (on a pro rata basis among Employee Account Balances) to another
funding vehicle under the Plan (including any MetLife investment
alternative under the Plan not included in this contract) as designated
by you in accordance with the following schedule, provided that any
such transfer will be to the default investment alternative under the
Plan, if any (i.e., the Investment Funds in which funds are allocated
if you do not elect an Investment Fund), except for any Employee
Account Balance as to which you elect another allocation. The first
such installment will be payable within 31 days after the
Discontinuance Date and the following four installments will be paid
annually on the anniversary of that date in the amounts shown below.

21
<PAGE>

Payment Amount of Payment
------- -----------------

First Payment One-fifth of the amount, including accrued interest,
then remaining in the Fixed Interest Account

Second Payment One-fourth of the amount, including accrued interest,
then remaining in the Fixed Interest Account

Third Payment One-third of the amount, including accrued interest,
then remaining in the Fixed Interest Account

Fourth Payment One-half of the amount, including accrued interest,
then remaining in the Fixed Interest Account

Fifth Payment The amount, including accrued interest, then
remaining in the Fixed Interest Account

While installment payments are being made under this option (2), we will
continue to credit interest on the unpaid portion of the Account Balances
in accordance with Section 4.1. Furthermore, the withdrawal charges
described in Section 7.3 will be waived.

Any other payment method mutually agreeable to both the Contractholder and
MetLife may be arranged, subject to any required regulatory approvals.

Separate Account Distribution
-----------------------------

Upon discontinuance we will pay a single lump sum payment of the Account
Balances in the Separate Account. The amount of the single sum payment
will be the amount remaining in the Separate Account as of the end of the
Business Day last preceding the date of such payment. Payment of the
single sum will be made in cash on a date within 31 days after the
Discontinuance Date unless a later payment date is agreed to by you and us.
If in our judgment such payment would involve the sale of assets in the
Separate Account for which there is then no readily available market, we
will defer the determination and payment of all or part of the amount
remaining in the Separate Account for such time as we deem necessary.
Payment with respect to the Separate Account on another basis may be
arranged by agreement between us and you.

MetLife's liability for guarantees under this contract will cease upon
making the final payment under this contract.

22
<PAGE>

SECTION [12]--GENERAL PROVISIONS

[12.1] Entire Contract

This contract is the entire contract between the parties. The
Contractholder's statements, if any, will be deemed representations and
not warranties. No sales representative or other person, except an
authorized officer of MetLife, may make or change any contract or make
any binding promises about any contract. Any amendment, modification or
waiver of any provision of this contract will be in writing and may be
made effective on behalf of MetLife only by an authorized officer of
MetLife, and on behalf of the Contractholder only by an authorized
officer of the Contractholder.

[12.2] Claims of Creditors; Assignment

No amounts payable under this contract may be assigned or encumbered
and, to the extent permitted by law, no amount payable under this
contract will be subject to legal process or attachment for payment of
any claim against any payee. This contract may not be assigned to any
person; however, if the Plan is consolidated or merged with another plan
or if the assets and liabilities of the Plan are transferred to another
plan, this contract may be assigned to the plan sponsor of such other
plan. Any successor to MetLife, whether by merger, acquisition or
otherwise, will automatically succeed to MetLife's rights and
obligations under this contract.

[12.3] Liability for Payments

Except as described in Section 10.6, MetLife has no obligation to
inquire as to the authority of any payee to receive any payments made
under this contract or to inquire into or see to the payee's application
of any amounts so paid.

[12.4] Communications; Payments

All communications between you and us provided for in this contract will
be in writing. You will communicate your address to us. Any
communication or payment may be made on your behalf by a party or
parties you name.

[12.5] Information to be Furnished

You will furnish all information and documents that MetLife may
reasonably require to determine its rights and duties under this
contract and to otherwise administer this contract in accordance with
its terms.

23
<PAGE>

[12.6] Applicable Law; Changes; Right to Amend

This contract is subject to the requirements and restrictions under the
Code applicable to 457(b) annuity contracts and will be governed by and
construed in accordance with the laws of [the State of Arkansas].

You and we may change this contract by mutual consent at any time. In
addition, in order to preserve the status of this contract as a 457(b)
annuity contract, MetLife has the right to amend this contract at any
time to make it comply with Federal tax rules, including retroactive
amendments.

[12.7] Non-Participating

This contract is non-participating and does not share in any distribution
of our surplus.

[12.8] Statements

At least [twice] each [Contract] Year before income payments start, we
will send you a statement for each Employee with details on purchase
payments, values, withdrawals, and other information about the Employee's
Account Balance. Information will be provided at other times, if
requested in writing and sent to our designated office, unless we have
agreed to some other procedure such as notice by telephone.

<PAGE>

EXHIBIT 13(a)

POWER OF ATTORNEY
-----------------
Gerald Clark
Director

KNOW ALL MEN BY THESE PRESENTS, that I, a director and officer of
Metropolitan Life Insurance Company, do hereby appoint Gary A. Beller, Louis J.
Ragusa, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with Metropolitan
Life Separate Account UL, Metropolitan Life Separate Account E, The New England
Variable Account, New England Variable Annuity Fund I or New England Retirement
Investment Account of said Company, 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. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of
------
February, 1997.

/s/ Gerald Clark
----------------------
Signature
<PAGE>

POWER OF ATTORNEY
-----------------
Burton A. Dole, Jr.
Director

KNOW ALL MEN BY THESE PRESENTS, that I, a director of Metropolitan Life
Insurance Company, do hereby appoint Richard M. Blackwell, Christine N.
Markussen, Richard G. Mandel and Christopher P. Nicholas, and each of them
severally, my true and lawful attorney-in-fact, for me and in my name, place and
stead to execute and file any instrument or document to be filed as part of or
in connection with or in any way related to the Registration Statements and any
and all amendments thereto, filed by said Company under the Securities Act of
1933 and/or the Investment Company Act of 1940, in connection with Metropolitan
Life Separate Account UL, Metropolitan Life Separate Account E, The New England
Variable Account, New England Variable Annuity Fund I or New England Retirement
Investment Account of said Company, 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. Each said attorney-in-fact shall have power to act
hereunder with or without the others.

IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of
----
September, 1996.

/s/ Burton A. Dole, Jr.
----------------------------
Signature
<PAGE>

POWER OF ATTORNEY
-----------------
Charles M. Leighton
Director

IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of
---------
September, 1996.

/s/ Charles M. Leighton
------------------------------
Signature